Special Shareholders Meeting - Presentation

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Promisia Healthcare
Investor presentation
July 2024

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Disclaimer
Promisia Healthcare Limited (Promisia) is raising capital and this presentation (Presentation) is provided in relation to the opportunity to invest in
Promisia’s capital raising (Opportunity).
About this Presentation
Although reasonable care has been taken in the preparation of this Presentation, no information has been independently verified by any person. No
representation or warranty, express or implied, is made nor is any responsibility accepted with respect to the completeness or accuracy of this
Presentation.
Forward Looking Statements
This Presentation contains forward looking statements. Such statements, estimates, projections and forecasts reflect various assumptions which
may or may not prove to be correct and may be within or outside the control of Promisia. Actual results may differ materially.
Limited Liability
To the extent permitted, no person shall have any responsibility or liability arising in respect of the information contained in this Presentation or in
any way for errors or omissions in it (including by reason of negligence).
Due Diligence
This Presentation does not contain or disclose all information that may be required to evaluate the Opportunity. This Presentation may also be
amended or supplemented at any time. If an offer of financial products of Promisia financial products is made in the future, prospective investors
should conduct their own investigations, verifications and assessment of the merits of the Opportunity, identify the information that they require,
request such information from
Promisia and engage their own professional advisers to advise them on it. This Presentation alone should not form
the basis for such an investment decision.
No Recommendation
This Presentation is not an investment recommendation or investment advice to make an investment in Promisia or in the industry sectors in
which Promisia operates.

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Contents
Group portfolio and operations Slides 4 - 8
FY24 results and FY25 outlook Slides 9 - 12
Cromwell acquisition Slides 13 - 17
Capital raise and financial position Slides 18 - 25

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Our Current Portfolio
Promisia Healthcare has a
portfolio of four aged care
facilities, specialising in high care
needs and specialised aged care.
Our group comprises more than
400 available beds and 44
independent living villas.
All facilities are fully owned by
Promisia.
Ranfurly Manor, Feilding
Beds161
Villas38
Staff131
SiteOwned
Nelson Street, Feilding
Beds49
Villas-
Staff38
SiteOwned
Eileen Mary, Dannevirke
Beds58
Villas6
Staff45
SiteOwned
Aldwins House, Christchurch
Beds144
Villas-
Staff84
SiteOwned

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Ranfurly Manor, Feilding
Care Facility
•79 dual (rest home & hospital) care beds
•25 specialised dementia care beds
•87% occupancy
Village & Occupational Rights Agreements
•57 apartments, providing either assisted living or
full care
•38 villas
•Villas 100% occupied, 24 available apartments
Key Financials
•$10.5m gross annualised revenue
•$3.7m EBITDA (FY24)
•March 24 valuation of $30.7m (+16% vs Mar 23)
Key strategic objective / value opportunity
•Sell down of available apartments
•Increase care occupancy to >92%

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Care Facility
•49 Rest home level care beds
•Significant refurbishment completed in 2017
•Figure of 8 formation with two central
courtyards
•Regional demand for dementia care coupled
with its location, size and layout, makes it ideal
to transition up to 50% of the beds to
dementia level care
Key Financials
•$2.6m gross annualised revenue
•$0.7m EBITDA (FY24)
•March 24 valuation of $4.15m (+19% vs Mar 23)
Key strategic objective
•Secure certification for 20+ rest home level
dementia care beds
•Increase and maintain occupancy above 92%
Nelson Street, Feilding

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Aldwins House, Christchurch
Care Facility
•Large scale purpose-built two-story care facility
southeast of Christchurch CBD
•Extensive refurbishment completed in 2020
•144 dual care beds, most with ensuites
•Recent certification for up to 40 YPD residents
(young people with lifelong disabilities and longer
length of stay)
•115 residents (June 2024)
Key Financials
•c.$9.5m gross annualised revenue (at 115 residents)
•$1.4m EBITDA (FY24)
•March 24 valuation of $18.1m (+13% vs Mar 23)
Key strategic objective / value opportunity
•Niche YPD care offering is a key opportunity, with
significant demand for this type of care
•Increase occupancy to >135 residents (>94%)

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Care Facility & Village
•39 dual care beds
•19 apartments (occupational rights
agreements) providing either rest home or
hospital level care
•6 Villas (all occupied)
Key Financials
•$3.6m gross annualised revenue
•$1.0m EBITDA (FY24)
•March 24 valuation of $6.5m
Key strategic objective
•Exit in the short term, recycling capital into
future acquisitions
Eileen Mary, Dannevirke

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Results to 31 March 2024
A solid full year result, with particularly strong
second half performance.
Impact and momentum being created by the
new leadership team is evident, with
immediate focus on:
•Increasing occupancy, including strategic
care bed repurpose (Aldwins House and
Nelson Street)
•Successful sell down of ORAs
•Focus on improving the quality of care to
meet the needs of our clients
•Ensuring appropriate financial controls and
rigour
•Staff engagement, systems and training
Operating Revenue: $26.3m(+10%)
Operating Expenses:$18.9m(+7%)
Underlying EBITDAF: $3.8m(-7%)
NPAT: $1.6m(+136%)
Total Assets: $84.3m(+18%)
Debt: $29.2m(-6%)
NTA per share:0.126c(+37%)

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Building a stronger foundation for growth
Stronger business
Invest in our business and our people, creating
a robust scalable platform for growth, with
strong leadership and governance
Network Expansion
Grow our network through strategically located
value-accretive acquisitions, brownfield and
greenfield developments
Diverse Revenue Streams
Increase the focus on independent living
options, broaden the range of services at each
facility and increase the number of higher
acuity beds
Maximise Occupancy
Grow revenue through offering quality care to
maximise occupancy at existing and future
facilities; and repurposing beds as needed to
meet market demand
Operational and financial performance a result of our laser focus on
our four strategic pathways:

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Growth objectives and value opportunities
Aldwins House
•Obtain certification for 40 YPD
beds (completed)
•Increase YPD resident from 15 to
40 (underway)
•Maintain occupancy levels above
135 residents (>94%)
Capital recycling
•Prepare Eileen Mary for potential sale (complete)
•Recycle proceeds from disposals into growth and value
add opportunities (underway)
Nelson Street
•Certification for 20 dementia care
beds (underway)
•Conversion of wing into specialised
dementia unit (designs complete,
light capex required)
•Lift occupancy from 80% to >92%
Ranfurly Manor
•Widen offering for apartments to
include assisted living (complete)
•Targeted care suite and assisted
living marketing (underway)
•Sell down available apartments
Cromwell acquisition
•Secure financing for acquisition of Golden View and
Ripponburn care facilities (underway)
•Integrate Cromwell facilities into wider Promisia group
(resident and staff engagement underway)
•Realise operational efficiencies (pathway completed)
Organic growth
Capital recycling and acquisitions

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Outlook for year ending March 2025
Expect double digit earnings growth from existing operations
Operational improvements already complete or underway can
expect a positive impact on valuations
Planned acquisitions to be both materially accretive to earnings
and NTA

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Planned Acquisition Cromwell, Central Otago
$33m being paid for two villages and
facilities adjacent to each other in
Cromwell.
Golden View
Large scale retirement village established
in 2016, with integrated care facility built
in 2022.
Ripponburn
Older care facility with additional
bungalow style villas. Significant
development potential with 2.8 hectares
of land across the site.
Provides exposure to the growing large
population in the Central Otago region,
with lower land prices than Wanaka or
Queenstown and much better availability
to care staff.
Golden View Care Facility and Village
Ripponburn Hospital and Home

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Golden View Care Facility
and Village, Cromwell
Care Facility & Village
•60 bed care facility, comprised of:
•48 dual care bed facility
•12 bed dementia level care wing
•19 serviced apartments
•102 independent living units (1- 3 bedroom villas)
•Community and recreational facilities
Occupancy
•Care facility: 97%
•Villas: 100%
Valuation (care facility and apartments)
•March 2024: $14m

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Ripponburn Hospital and
Home, Cromwell
Care Facility & Village
•46 dual care beds
•16 villas, 2 bed units with garage
•27,935 sqm of land across the site, over 70% of
which has potential for future development
Occupancy
•Care facility: 96%
•Villas: 100%
Valuation
•March 2024: $5m

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Cromwell Acquisition
Financial impact
Earnings accretive
•c. $10.5m of gross annualised
operating revenue
•Significant cost saving synergies
identified using Promisia’s scale and
established platform
•Acquisition in stages allowing
payment to be spread over time and
matches operational cash flows profile
Value creation
Day one valuation uplift:
•Stage one purchase price of $14m
•Combined asset valuation of $19m
•+0.02 cent (or +15%) uplift to March
2024 NTA per share

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Transaction structure
and funding
Stage one
Acquisition of:
•Golden View care facility
•Golden View apartments
•Ripponburn facility and village
$14m purchase price with completion and settlement
August 2024
To be funded by way of:
•$7.5m of bank & debt financing
•$3.0m proceeds from asset sales
•$3.5m new equity to be raised
Golden View village leased over for 4-year period
•Vendor receives 40% of ORA net proceeds
•PHL receives 60% of ORA net proceeds
•No rent payable
Stage two
Acquisition of:
•Golden View village and recreational facilities
$19.35m purchase price, completion August 2028
To be funded by way of:
•$6m of convertible notes, issued August 2024
(0% coupon, $2.5m convertible at holder’s option into
shares at 0.1 cents by August 2025, $3.5m convertible at
holder’s option into shares at 0.1 cents by August 2028)
•$8.6m of cash (paying $180k monthly from August
2024 over 4 years, effectively a deposit on consideration)
•$4.7m cash payable August 2028

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Equity to be raised
•Minimum of $3 million to be raised by way of placement and additional Share Purchase Plan
(SPP). Update: Minimum threshold now met following $3m placement to Asset Management
Limited.
•Pricing $0.001
•Issue price at a 21% discount to NTA
•Shares to be in all respects equivalent to existing equity, and NZX listed
•For every share subscribed in addition will be attached 1 warrant which can be exercised up to 24
th

March 2027 at $0.002. Update: warrants exercise price will be reduced to $0.001 and any
subscriber under the offer will receive 3 warrants for every 1 share subscribed for (subject to
shareholder approval).
•An application will be made to the NZX to get the free attached warrant to be listed as a separate
security. Update: Application accepted, subject to resolution passing at SSM.
•Discretion to accept $1 million in oversubscriptions. Update: Awaiting final reconciliations, but
given accepting late applications, likely to accept further oversubscriptions.
Legal and advisory costs for capital raise are estimated at $0.25m

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Indicative impact on shareholder register
Top 5 shareholders
All other shareholders
New placement
Share purchase plan
Exercised warrants
Exercised convertible notes
Current Register
1
Post July 24 placement & SPP
2
Following exercise of warrants
and convertible notes
3,4
Key Assumptions:
1
As at 30 June 2024. Total issued capital of 21,516,308,487 ordinary shares.
2
New placement of 4,500,000,000 ordinary shares at $0.001 per share. Assumed uptake of SPP at 500,000,000 ordinary shares at $0.001 per share.
3
Based on assumed August 2024 placement and SPP issuance, 15 ,000,000,000 warrants to be issued. Graph assumes exercise of all warrants and issuance of
15,000,000,000 of ordinary shares at $0.001 per share.
3
As part of the Cromwell acquisition, $6m of convertible notes to be issued to vendor at option price of $0.001 per share. Graph assumes exercise of all notes and
issuance of 6,000,000,000 of ordinary shares at $0.001 per share.

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Share consolidation and governance
•Promisia will undertake a 500 for 1 share consolidation with effect following market
close on the business day after Promisia’s annual shareholders meeting.
•When the revised time is confirmed for the Promisia annual shareholders meeting,
Promisia will release further detail on the consolidation.
•Promisia’s Board has also agreed with Asset Management Limited to review its Board
composition with Asset Management Limited, with a view to appointing a new
independent director following the 2024 annual shareholders meeting.

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Indicative Financial Position
As at March 2024 ($ ’000)
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Assets
Cash and working capital517
Fixed assets (plant & equipment)1,269
Care facilities, villages & land59,825
61,611
Liabilities
Borrowings(29,155)
Revenue received in advance (2,288)
Other liabilities(3,037)
(34,480)
Net Tangible Assets27,131
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity24,880
Pro forma position ($ ’000)
Post Cromwell acquisition (August 2024)
2
Assets
Cash and working capital250
Fixed assets (plant & equipment)2,250
Care facilities, villages & land72,325
74,825
Liabilities
Borrowings(33,250)
Revenue received in advance (2,250)
Other liabilities(3,000)
(38,500)
Net Tangible Assets36,325
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity34,074
1
For a complete view of Promisia’s financial position, please refer to the March 2024
audited financial statement, announced to market on 26 June 2024.
2
Pro forma position is based on Promisia’s March 2024 audited financial statements
and the following key assumptions: the stage 1 Cromwell acquisition, $3.5m of
equity raised under the capital raise and net proceeds from asset sales used to
repay borrowings.

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Debt Position and
Loan Covenants
BNZ have offered debt financing for Cromwell, as well
as refinancing of the wider Group.
This offer reflects our strong relationship with BNZ, and
the progress made in executing Promisia’s strategy
and delivering strong operational performance.
Cromwell
$7.5m secured BNZ term loan, conditional on:
•Successful capital raise
•Unconditional agreement for sale of Eileen Mary
Promisia Group
•Refinance of $6.5m Senior Trust loan
•Extension of $6.6m of existing facilities maturing in
October 2024
•Both on a 2-year term and at improved rates
March 2024
Post Cromwell
Transaction
BNZ$18.5m$29.3m
Senior Trust$6.5m-
Teltower$4.0m$4.0m
Total Group Debt$29.0m$33.3m
Villages and Facilities$59.8m$72.3m
LVR (%)
Group48%46%
BNZ31%40%
BNZ LVR covenant: BNZ drawn debt not to exceed 50% of
secured property value.

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Promisia within the wider aged care sector
•Promisia’s key point of difference is our focus on larger sized aged care facilities, with a
medium to long term investment strategy, focusing on quality and value add
opportunities.
•Initially started with a small base, growing facilities with size and scale in care beds, with a
village component and/or greenfield development opportunities.
•Avoided consolidation and rollups, ensuring all acquisitions were prudent and long-term
investments.
•Our portfolio has the added advantage of being primarily provincially based, with lower
land values enabling a higher return on asset value.
•Investment strategy starting to show full potential. Significant value uplifts across Ranfurly
Manor and Aldwins House, with continued operational momentum to unlock further
value.

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Proven track record of
creating value
Early 2020: Acquired lease of Aldwins House. Vacant
and undergoing significant refurbishment
December 2020: Refurbishment complete and first
wing opened
March 2022: Purchased freehold for $13m
March 2023: Acquired adjacent properties for growth
and development opportunities
October - March 2024: Development of YPD care
offering, diversifying revenue streams.
June 2024: Resident occupancy over 115 residents
Latest valuation (facilities & adjacent land): $18.1m
Aldwins House Case Study

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Conclusion
Directors and Management team have shown an ability to materially add significant
shareholder value over the last 4 years, with Ranfurly Manor and Aldwins Road seeing
material valuation increases.
Cromwell is earnings accretive from day 1 and offers an attractive entry pricing into an
otherwise highly sought after, but expensive location of Central Otago.
Cromwell offers two sought after facilities that have strong customer demand and
availability of care staff.
Cromwell offers significant short term development potential at a time when further
development opportunities with Feilding and Aldwins Road are more long dated.