Presentations - ASM and Warrant Holders Meeting

SPECIAL WARRANT HOLDER MEETING AND 2024 ANNUAL SHAREHOLDERS’ MEETING SPEECHES
25 September 2024
Rhonda Sherriff, Chair of Promisia
Introductions
Thank you for joining us for Promisia Healthcare Limited’s Special Warrant Holders’ Meeting and the 2024
Annual Shareholders Meeting here in Wellington today.
As you will be aware from NZX announcements, today we are holding two meetings. We will begin with the
Special Warrant Holders’ Meeting, which should be fairly short and once that meeting is finished, we will formally
open the 2024 ASM.
Before we formally begin, I would like to introduce you to my fellow Board members: Thomas Brankin, Craig
Percy and our newest member of the board, independent director, Tony Mortenson.
I also wish to advise that Jill Hatchwell will be stepping down from the Board at the conclusion of the ASM today.
On behalf of the board, and personally, I would like to thank Jill for her significant contribution to Promisia and
wish her all the very best for the future.
Also joining us today from our executive team is Francisco Rodriguez Ferrere (General Manager Finance).
Finally, I’d like to welcome Richard Dey from William Buck Audit, Promisia’s auditor, and Matt Yates, our lawyer
at Duncan Cotterill. Duncan Cotterill will conduct the voting in today’s meetings.
During today’s warrant holder meeting and ASM, any warrant holders and shareholders will be able to ask
questions and vote. I encourage you to do so.

SPECIAL WARRANT HOLDERS’ MEETING

Rhonda Sherriff, Chair of Promisia
It really does not seem long ago since I chaired the Promisia Special Shareholders’ Meeting at the end of July.
Since then, Promisia has pleasingly completed the Cromwell acquisitions and been in operation in Cromwell for
almost a month.
As you will recall at the special shareholder’s meeting in July, I talked about the success of the capital raise and
Promisia’s $3 million placement to Asset Management Limited. Under that agreement with Asset Management
Limited, Promisia agreed to, subject to all necessary approvals, vary the exercise price of all Warrants issued by
Promisia, from 2 cents per Warrant to 1 cent per Warrant with all other Warrant terms remaining the same.
It is this variation of the warrant exercise price that is the subject of this special warrant holders meeting.
The Board considers the new exercise price to be in the best interests of Promisia and fair to all Warrant Holders
and shareholders on the basis that agreeing to make this variation secured Promisia the capital required to
complete the Cromwell acquisitions.
In addition, if the Warrants are exercised in the future, further new capital will be introduced to Promisia to
apply to its growth strategy.

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I do note that the variation to the warrants is also subject to shareholder approval which will be sought in the
annual shareholders’ meeting later today.
Results of the vote will be announced via the stock exchange.
ANNUAL SHAREHOLDERS’ MEETING
Rhonda Sherriff, Chair of Promisia
Promisia’s growing portfolio and our strategy
Promisia currently has six aged care facilities across New Zealand – two in Feilding, one in Dannevirke, one in
Christchurch and most recently two in Cromwell.
Cromwell which is comprised by Golden View Lifestyle Village and Ripponburn Home and Hospital is now our
biggest facility with 106 beds, 19 apartments, 118 villas and 84 staff. Ranfurly Manor in Fielding is a close second.
As you may have seen in market announcements, we have recently entered into a conditional sale and purchase
agreement with the Masonic Trust to sell Eileen Mary, our facility in Dannevirke, with completion aimed for mid-
October.
Our strategy
Although we will soon be down to 5 facilities, the sale of Eileen Mary and acquisition of Cromwell comes at an
exciting time. This move is completely in line with our strategic direction, particularly through our strategic
pathway of network expansion, in which we are seeking larger scale facilities in regions with growing
populations.
In this period of growth, Promisia’s focus continues to be on delivering quality, personalised care for senior New
Zealanders. There is no doubt however that the landscape for seniors in NZ is changing and we need to adapt
and be open to new ideas. Aligned with this changing landscape, I’d like to talk to some of our key achievements
over the last year.
Key achievements – operational and clinical
Promisia has had an increased focus on diversifying revenue streams and broadening the range of services
offered at each facility. Earlier this year, Promisia obtained certification to offer 40 beds to young persons with
disabilities at Aldwins House which has allowed us to expand our service offering and maximise occupancy at
our facilities. Since offering YPD, the occupancy rate has increased from 61% in August last year to 89% in
August this year.
From an operational and clinical perspective, other achievements include:
• Our recent Health Certification Audit was achieved at Aldwins House with no findings from the audit.
• All villas at Ranfurly Manor have now sold with 100% occupancy.
• Visible and continuous improvement in bed occupancy across the group
• No new Health and Disability Commissioner complaints across the group.

Key achievements - People and Management
Evidently, business has gone from strength to strength. A large part of our success over the past year is attributed
to 3 key appointments made to our leadership team. The appointment of Francisco as GM of Finance, Blesster

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as Clinical and Quality Manager and Mary as Quality Innovation Manager. These three individuals have been
fundamental to operational achievements and creating a stronger business. I’d like to take this opportunity to
thank Francisco, Blesster and Mary for all their hard work since joining us at Promisia.
I’d also like to acknowledge and thank all of Promisia’s people, whose resilience, commitment and efforts over
the last year has been the driving force behind our achievements.
Franciso Rodriquez Ferrere, General Manager of Finance
Key achievements - Finance
Having joined Promisia in late October last year, a key area for me going in was to focus on the Group’s debt
profile and liquidity.
It’s been an incredibly busy 11 months, with almost $34million of financing activity, including the repayment of
our second-tier debt secured against the adjacent land next to Aldwins House, as well as repayment of all Senior
Trust loans.
Both of these loans, in addition to our financing for the Cromwell acquisition, have been refinanced by BNZ. I
believe this really speaks to the strength of our relationship with BNZ and their confidence in the Group’s
strategic outlook. As a result of all of this, all of our key debt and liquidity metrics have significantly improved
over the last year, with:
• our liquidity increasing to over $1.5million
• our loan to value decreasing to 47.6%
• our weighted average interest rate reducing 120 basis points to 7.6%
• our weighted average debt maturity moving out to 2.5 years
In addition to our debt profile, we also had the successful capital raise in July. Following this meeting today, we
will action the 500 to 1 share/warrant consolidation.
Results to 31 March 2024
Full year results seem like some time ago now and we are now looking to half year so I won’t discuss these in
detail. However, we were really pleased with our full year results – especially our increase in operating revenues
as a result of our growing occupancy, as well as our significant uplift in NTA per share, which grew 37% - this
reflected the 13% valuation increase across our facilities.
We look forward to providing a detailed update in November, covering our half year results to September 24.
But today, I want to reiterate our outlook for FY25.
Outlook for year ending March 2025
We remain on track for double digit earnings growth from like for like operations, excluding our recent
acquisitions and disposal. This is due to the significant occupancy increase at Aldwins House.
The operational improvements that we have seen at Aldwins House will also naturally lead to a positive impact
on valuations, which we will see fully in March.
And finally, with the addition of Cromwell, we can expect our earnings to grow even further and NTA to increase,
due to the attractive purchase price.

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Capital raise and share consolidation
Over the past financial year, we have focused on consolidation and investment to prepare for future growth and
operation at scale. As already announced to market, we are pleased to report Promisia’s Shares and Warrants
will be consolidated on 27 September.
Under the consolidations and subject to rounding, every 500 Shares in Promisia will become one Share and every
500 Warrants will become one Warrant. Subject to shareholder and warrant holder approval sought today, the
exercise price of the Warrants will also proportionately consolidate from 0.1 cents per Warrant to 50 cents per
Warrant.
In the ASM presentation, I have prepared tables showing the impact of the capital raise in July and anticipated
share consolidation later this week. The top table details our share capital on issue, and the bottom table shows
our newly issued warrants, and the warrants variation proposed today.
Craig Percy, Executive Director
Stronger business
As announced last week, I’ve broadened my role at Promisia and over the next couple of months, I’m providing
additional executive services to the Group. Today, I will cover my key areas of focus, particularly with respect
to our new facilities in Cromwell.
Cromwell
The facilities at Cromwell have historically been run as three separate business units. We will merge these
operations together and gain efficiencies using our industry knowledge and experience. This process will
commence in the coming weeks.
We are incredibly excited about the addition of these businesses to our portfolio. Demand for both aged care
services and ILUs in this region is second to none with very strong wait lists.
Occupancy in the care facilities has gone from 92% when were first negotiating on the purchase to 98% today.
There is additional land attached to and adjacent to these facilities; therefore, we are accessing best use.
Aldwins House
Occupancy has grown from 61% to 89% in the last year. We now need to increase this to 95-97% over the next
6 months. This incremental revenue comes with low marginal cost and therefore mostly falls through to the
bottom line.
With larger aged care facilities, it becomes more challenging to provide consistent service delivery, and we
constantly challenge our teams to ensure excellent service is delivered.
Operational Leadership
We will ensure that we have the best leaders at our facilities, good people like to work for the best leaders,
this is incredibly important when there is a shortage of good quality staff in the marketplace.
With the addition of Cromwell to our portfolio and future acquisition opportunities, we will look to future fit
our support office structure. That’s having the right positions with the right people in them.

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1
Promisia Healthcare
Special Warrant Holders’ Meeting
September 2024

2
Board
Rhonda Sherriff
Chair
Thomas Brankin
Executive Director
Craig Percy
Executive Director
1
Jill Hatchwell
Independent Director
Stepping down at the Annual Meeting
Tony Mortensen
Independent Director
Standing for re-election
Karen Lake
Group General Manager
Francisco Rodriguez Ferrere
General Manager Finance
Management
1
Craig Percy is currently providing executive services to Promisia. The executive arrangement with
Craig is on a month-to-month basis and will be reviewed by the independent directors in light of
Promisia’s prevailing needs.

3
Warrant Holder
Discussion

4
Resolutions
Warrant variation
Resolution 1:
To vary the exercise price of all Warrants on issue from $0.002 per Warrant to $0.001 per
Warrant on the terms set out in this Notice of Meeting.

5
Promisia Healthcare
Annual Shareholders’ Meeting
September 2024

6
Agenda
Chair’s address Slides 7 –11
Financial update Slides 11 – 15
Stronger Business Slides 16 – 17
Shareholder discussion Slides 18
Resolutions Slides 19 - 21

7
Chair’s address
Rhonda Sherriff
Ranfurly Manor Village, Feilding

8
Our Portfolio
Promisia is a New Zealand based aged care and retirement living
provider, with a focus on delivering care that makes a difference.
Feilding
Ranfurly Manor
Nelson Street
Dannevirke
Eileen Mary
1
Christchurch
Aldwins House
Cromwell
Golden View
Ripponburn
As of 31 August 2024:
442 care beds
95 Apartments
162 independent living units
Our values are at the heart of all that we do.
Supportive: We work side by side with our residents
and their whānau to support the choices they make
during their time at Promisia
Integrity: We can be trusted to do what we say we will
Care: We treat our residents, their whanau and our
colleagues with compassion, understanding and
respect
Community: We foster caring, connected communities
1
Promisia has agreed to the conditional of sale Eileen Mary. Completion is anticipated for mid-October 2024.

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Our Strategy
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
Promisia’s operational and financial performance is a result of our laser focus on our four
strategic pathways:

10
Key achievements:
Operational and clinical
Aldwins House
•Obtained certification for 40 YPD beds at Aldwins
House
•Increased Aldwins House occupancy from 61%
(Aug 23) to 89% (Aug 24)
•September Health Certification Audit achieved
with no findings
Ranfurly Manor
•All villas at Ranfurly Manor now sold with 100%
occupancy
Eileen Mary
•Sale of Eileen Mary has been agreed. Completing
mid-October 2024
Cromwell
•Successful acquisition of Golden View Lifestyle
Village and Ripponburn Hospital & Home
82%
85%
87%
Sep 23Mar 24Aug 24
Promisia Group
•Improved clinical standards and
outcomes across all facilities with new
additions to management team. As a
result, no new HDC complaints
•Continuous improvements in bed
occupancy:
Promisia bed occupancy

11
Key achievements:
People and management
Strengthened leadership team, with three
key appointments:
•Francisco Rodriguez Ferrere as General
Manager of Finance
•Blesster Saga as Clinical & Quality Manager
•Mary van der Veldt as Quality Innovation
Manager
Appointment of Tony Mortensen as
independent director for the Promisia Board
Promisia’s Leadership Team
Left to Right:
Virginia Dyall-Kalidas, Francisco Rodriguez Ferrere, Karen
Lake, Blesster Saga, Mary van der Veldt

12
Key achievements:
Finance
$33.9m of financing activity in the last 12 months,
including:
•Repayment of second-tier lending secured
against Aldwins Road land
•Repayment of $6.5m Senior Trust loan
•$14.7m of new BNZ bank loans
Significant improvement in liquidity, with cash and
undrawn facilities increasing to over $1.5m
Key debt metricsAug 24Sep 23
Loan to value47.6%56.3%
Weighted average interest
rate
7.6%8.8%
Weighted average debt
maturity
2.5 yrs1.6 yrs
Debt and liquidity
Successful capital raise in July:
•Raised $4.725m
•Broadened shareholder base
•Improved future access to capital through
warrants issuance
•Introduced strategic investor aligned to
Group’s growth strategy
Post-ASM share and warrant consolidation:
•500 to 1 share/warrant consolidation
•Improved liquidity for shareholders can be
expected
Equity and shareholding

13
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%)

14
Outlook for year ending March 2025
Targeting double digit earnings growth from existing operations
Operational improvements already complete or underway can
expect a positive impact on valuations
Cromwell acquisition to be both materially accretive to earnings
and NTA

15
Capital raise and share consolidation
Impact of capital raise, warrants issuance, warrant variations and 500:1 share consolidation
Promisia Healthcare Limited
Issued Share Capital
31 March 202428

August 2024
(Following completion of capital
raise and Cromwell acquisition)
27 September 2024
(Following ASM and 500:1
consolidation)
Shares on issue21,475,641,82025,546,808,48752,543,617
Share price $0.00100$0.00100$0.50
NTA per share (March 2024)
1
$0.00126$0.63
Promisia Healthcare Limited
Issued Warrants
28 August 2024
(Following completion of capital
raise and Cromwell acquisition)
25 September 2024
(Following ASM and warrants
variation)
27 September 2024
(Following 500:1 consolidation)
Warrants on issue4,725,000,00014,175,000,00028,350,000
Warrant price $0.00100$0.00100$0.50
Exercise price$0.00200$0.00100$0.50
1
NTA per share of $0.63 as of 27
th
September is indicative and reflects the 31
st
March position following the 500:1 consolidation. An updated Net Tangible Asset position will be
available following the release of the FY25 interim results for the six months ended 30 September 2024.

16
Stronger Business
Craig Percy
Golden View Lifestyle Village, Cromwell

17
Stronger Business
Cromwell
•Merging of operations across Ripponburn and Golden View
•Gain operational efficiencies
•Capitalising on the strong demand in the region (for both care bed and ILUs)
•Assessing future growth/development opportunities
Aldwins House
•Build on the strong base established over the last 12 months & grow occupancy to >95%
•Ensure excellent and consistent service delivery
Operational leadership
Promisia has undertaken significant growth in the last six months, and we anticipate this
growth to continue. To this end:
•ensure exceptional leadership at facility level; and
•we will look to future fit our support office structure

18
Shareholder discussion

19
Resolutions
Ranfurly Manor Village, Feilding

20
Resolutions
Auditor reappointment
Resolution 1:
To record the re-appointment of William Buck New Zealand as auditor of the Company and
to authorise the Directors to fix the auditor’s remuneration for the ensuing year.
Director re-election
Resolution 2:
To appoint Tony Mortensen as an independent director of the Company with effect from the
close of the Meeting.

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Resolutions
Warrant variations
Resolution 3:
To approve a variation to the exercise price of Warrants from $0.002 per Warrant to $0.001
per Warrant on the basis described in the explanatory notes.
Resolution 4:
To issue a further 9.45 billion Warrants to all investors of the Capital Raise so that each
Investor will have received a total of three Warrants for every one share subscribed for and
on the basis described in the explanatory notes.
Resolution 5:
To ratify 4,130,862,510 Shares and 725,000,000 Warrants issued under NZX Listing Rule 4.5.1
on the basis described in the explanatory notes.

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Disclaimer
This presentation has been prepared by Promisia Healthcare Limited (“PHL”). The information in this presentation is of a general nature only.
It is not a complete description of PHL.
This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitation or solicitation for
such offers.
This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor. It does not
take into account any particular prospective investor’s objectives, financial situation, circumstances or needs, and does not purport to
contain all the information that a prospective investor may require. Any person who is considering an investment in PHL securities should
obtain independent professional advice prior to making an investment decision, and should make any investment decision having regard to
that person’s own objectives, financial situation, circumstances and needs.
Past performance information contained in this presentation should not be relied upon (and is not) an indication of future performance.
This presentation may also contain forward looking statements with respect to the financial condition, results of operations and business,
and business strategy of PHL. Information about the future, by its nature, involves inherent risks and uncertainties. Accordingly, nothing in
this presentation is a promise or representation as to the future or a promise or representation that a transaction or outcome referred to in
this presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in this presentation as to
future matters may prove to be incorrect.
A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitute for, the
information provided in PHL’s financial statements available at www.promisia.com
PHL and its related companies and their respective directors, employees and representatives make no representation or warranty of any
nature (including as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence) for any
errors in or omissions from, or for any loss (whether foreseeable or not) arising in connection with the use of or reliance on, information in
this presentation.