Equity Raise - Ryman takes decisive action to reset balance

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMMEDIATE – 24 February 2025
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

RYMAN HEALTHCARE LIMITED
NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL
MARKETS CONDUCT REGULATIONS 2014

1. Ryman Healthcare Limited (Ryman Healthcare) announced on 24 February 2025 that it intends
to undertake a fully underwritten offer of new fully paid ordinary shares in Ryman Healthcare
(New Shares) of the same class as already quoted on the Main Board operated by NZX Limited,
by way of:

(a) a placement of New Shares to eligible institutional investors in New Zealand, Australia and
selected other jurisdictions to raise approximately NZ$313 million (the Placement); and

(b) a pro-rata 1 for 3.05 accelerated non-renounceable entitlement offer of New Shares to
eligible shareholders in New Zealand, Australia and other selected jurisdictions to raise
approximately NZ$688 million (the Entitlement Offer),

(the Placement and Entitlement Offer, together the Offer).

2. The Offer is being made to investors in New Zealand in reliance upon the exclusion in clause 19
of Schedule 1 to the Financial Markets Conduct Act 2013 (the FMCA) and in Australia pursuant
to the Australian Securities and Investments Commission (ASIC) Instrument 2015/356 (as
modified by ASIC Instrument 25-0114) or otherwise to persons to whom the Offer can be made
without a formal disclosure document under Chapter 6D of the Australian Corporations Act 2001
(Cth).

3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (the Regulations).

4. As at the date of this notice:

(a) Ryman Healthcare is in compliance with the continuous disclosure obligations that apply to
it in relation to the ordinary shares in Ryman Healthcare;

(b) Ryman Healthcare is in compliance with its financial reporting obligations (as defined in
subclause 20(5) of Schedule 8 to the Regulations); and

(c) there is no information that is "excluded information" (as defined in subclause 20(5) of
Schedule 8 to the Regulations) in respect of Ryman Healthcare.

5. The Offer is not expected to have any material effect or consequence on the "control" (as defined
in clause 48 of schedule 1 to the FMCA) of Ryman Healthcare.

END

For further information, please contact:
Hayden Strickett, Head of Investor Relations
hayden.strickett@rymanhealthcare.com
+64 27 303 1132

Important notice

This communication is not for distribution or release in the United States. This communication does
not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.
The entitlements and the New Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state or
other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the
United States, except in transactions exempt from, or not subject to, the registration requirements of
the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United
States.

---

Corporate Action Notice
(Other than for a Distribution)

Page 1 of 6

Section 1: Issuer information (mandatory)
Name of issuer Ryman Healthcare Limited
Class of Financial Product Ordinary Shares
NZX ticker code RYM
ISIN (If unknown, check on NZX
website)
NZRYME0001S4
Name of Registry MUFG Corporate Markets
Type of corporate action
(Please mark with an X in the
relevant box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
X
Call Bonus issue
Placement X
Record date 25/02/2025
Ex Date (one business day before
the Record Date)
24 /02/2025
Currency NZD
External approvals required before
offer can proceed on an
unconditional basis?
No
Details of approvals required N/A
Section 2: Rights issue or Accelerated Offer
If Accelerated Offer, structure Accelerated Non-renounceable Entitlement Offer
(ANREO), comprising:
(a) a pro-rata non-renounceable accelerated institutional
entitlement offer of new ordinary shares to eligible
institutional shareholders (as defined in the offer
document for the ANREO dated 24 February 2025
(Offer Document)) (Institutional Entitlement Offer);
and
(b) a pro-rata non-renounceable retail entitlement offer of
new ordinary shares to eligible retail shareholders (as
defined in the Offer Document) (Retail Entitlement
Offer).

2 of 6
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
225,456,307
Maximum number of Equity
Securities to be issued if offer is
fully subscribed
225,456,307
ISIN of Rights (if applicable) N/A
Oversubscription facility Y
Details of scaling arrangements for
oversubscriptions
Eligible retail shareholders who have taken up all of their
entitlements in full may apply for additional new shares
under the ANREO, up to a maximum amount of new
shares equal to 75% of their entitlements.
Allocations and any necessary scaling of additional new
shares applied for by eligible retail shareholders who take
up their entitlements in full will be determined by Ryman
Healthcare Limited and Jarden Securities Limited, Craigs
Investment Partners and Forsyth Barr Limited (in their
capacity as joint lead managers), with the objective of
treating eligible retail shareholders fairly and taking into
account their pro-rata allocation across the Placement
and the ANREO.
Entitlement ratio (for example 1 for
3)
Please contact NZX ahead of announcing the
offer if each Right will be exercisable for more or
less than one Equity Security (i.e unless prior
arrangement is made, Rights will be exercisable
on a one for one basis)
New 1 Existing 3.05
Treatment of fractions** Entitlements are not rounded up to a minimum holding.
The number of new shares to which an eligible
shareholder is entitled will, in the case of fractions of new
shares, be rounded down to the nearest whole number.
Subscription price
(per Equity Security)
$3.05
Letters of entitlement mailed 27/02/2025 (Retail Entitlement Offer)
Offer open 24/02/2025 ( Institutional Entitlement Offer)
27/02/2025 (Retail Entitlement Offer)
Offer close 25/02/2025 (Institutional Entitlement Offer)
10/03/2025 ( Retail Entitlement Offer)
Quotation date (if Rights will be
quoted)
N/A
Allotment date Market open on:
03/03/2025 ( Institutional Entitlement Offer)
17/03/2025 (Retail Entitlement Offer)
Section 7: Placement
Number of Equity Securities to be
issued
102,622,950 ordinary shares

3 of 6
Issue price per Equity Security $3.05
Maximum dollar amount of Equity
Securities to be issued
$312,999,998
Proposed issue date 03/03/2025
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
All eligible institutional shareholders (as defined in the
Offer Document) will be invited to participate in the
Placement component of the offer. Eligible retail
shareholders (as defined in the Offer Document) may be
able to participate in the Placement via their brokers who
bid for new shares in the Placement on behalf of their
retail clients.
Purpose(s) for which the Issuer is
issuing the Equity Securities
All net proceeds from the Offer will be used to repay and
cancel existing debt.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
Ryman has chosen to undertake a Placement and
ANREO to raise capital. The board of Ryman considers
that the placement and ANREO structure is in the best
interests of Ryman, after taking independent expert
investment banking advice from the joint lead managers,
carefully considering alternative structures, and weighing
the benefits of this structure against the expected impact
on non-participating Shareholders.
In determining that the Placement and Entitlement Offer is
in the best interests of Ryman, the board has considered:
(a) Lowest execution risk ensuring Ryman can raise
the required capital: The proposed use of offer
proceeds to repay and cancel existing debt (as
required in connection with the amendments to
Ryman's lending facilities) means it is important for
Ryman to have certainty as to the receipt of funds.
Accordingly, it was important that the Placement and
the Entitlement Offer were fully underwritten. A
placement and ANREO can be more easily
underwritten than alternative pro-rata offer structures
as:
(i) including the Placement in the Offer enables a
greater proportion of the proceeds to be received
early in the process, minimising the market risk
associated with the Offer; and
(ii) the absence of any shortfall bookbuilds (as seen in
renounceable pro-rata offer structures) enables
greater sub-underwriting support for the
underwriters.
These elements allow the Offer to be fully underwritten
with better pricing for Ryman than would have been
available for a renounceable offer structure.

4 of 6
Under the Offer, gross proceeds from the Placement
and Institutional Entitlement Offer are expected to be
received on 3 March 2025 and gross proceeds from
the Retail Entitlement are expected to be received on
17 March 2025. This means that the majority of the
total gross proceeds being raised will be received by
Ryman one week after launch. The accelerated
nature of the proposed ANREO means the period of
risk associated with potential market volatility between
the Entitlement Offer opening and settlement is
reduced, which in turn supports greater participation
by both sub-underwriters and Eligible Shareholders.
(b) Opportunity for all Eligible Shareholders to
participate to maintain pro-rata shareholding: The
pro-rata nature of an ANREO allows all Eligible
Shareholders to take up at least their pro-rata portion
of the Entitlement Offer. Eligible Retail Shareholders
who take up all their Entitlements in full will have the
opportunity to mitigate any dilution to their
shareholding as a result of the Placement by applying
for Additional New Shares forming part of any shortfall
in the Retail Entitlement Offer – eligible S hareholders
applying for oversubscriptions will receive allocation
priority to offset any dilution as a result of the
Placement (up to a maximum amount of Additional
New Shares equal to 75% of their Entitlement, subject
to as set out in Section 11.14 of Part 4 of the Offer
Document). In addition, Eligible Retail Shareholders
who hold their Shares through a broker relationship
will be able to participate in the Placement, and all
Eligible Retail Shareholders will be able to apply for
Additional New Shares. An Eligible Shareholder who
takes up their Entitlements in full and is allocated
additional New Shares (either in the Placement or as
part of the over-subscriptions) equal to at least 46% of
their Entitlements, will not be diluted. Accordingly,
while the Placement is not pro-rata, Eligible
Shareholders are expected to have the opportunity to
avoid or mitigate dilution through participation in the
Placement and/or applying for Additional New Shares
in the Retail Entitlement Offer.
(c) Likely to better minimise dilution for non-
participating Shareholders: The Placement and
ANREO structure allows Ryman to better optimise the
discount when compared to a renounceable pro-rata
offer structure or without a placement, including as a
result of the execution certainty described above. This
helps minimise the dilutionary impact on non-
participating Shareholders. The Offer structure also
provides certainty to existing Shareholders as to the
price they will pay to subscribe for New Shares in
excess of their pro-rata entitlement given the fixed
Offer Price, which is the same price for all investors. In
a renounceable entitlement offer there is no guarantee

5 of 6
that non-participating shareholders would receive any
value for their entitlements which are not exercised,
which could otherwise offset the increased dilution
from a larger discount.
(d) Minimise risk of poor share price performance
during the Offer period: As an ANREO structure
does not have a back-end (retail) shortfall bookbuild,
following completion of the Institutional Entitlement
Offer, the only way to acquire shares is via on-market
trading (or by Eligible Retail Shareholders participating
in the Offer). This compares to an accelerated
renounceable structure, where buyers (including non-
shareholders) can bid into the retail shortfall bookbuild
and acquire shares for below market price, introducing
the risk of downward share price performance (often
referred to as an "overhang") following launch of the
Offer through to settlement of the Retail Entitlement
Offer.
(e) Equivalent treatment of retail and institutional
Shareholders: An ANREO structure treats non-
participating retail shareholders in the same way as
non-participating institutional shareholders. Under an
accelerated renounceable structure, non-participating
institutional shareholders may receive a better
outcome than non-participating retail shareholders.
This is because New Shares not taken up by those
non-participating shareholders are sold in two
separate shortfall bookbuilds, with the institutional
bookbuild occurring first. In practice, the price
obtained for those shortfall shares can be less in the
retail shortfall bookbuild, in particular in larger offers.
As a result, the value received by non-participating
retail shareholders for any entitlements not exercised
can be less than the value received by non-
participating institutional shareholders.
(f) Opportunity to assist Ryman build a long-term
supportive shareholder base enhancing the
prospects of strong aftermarket performance: An
ANREO, together with the Placement, gives Ryman
greater flexibility when selecting which investors are
allocated New Shares under the Placement or any
shortfall under the Entitlement Offer, when compared
to a renounceable pro-rata offer structure. This allows
allocations of New Shares under the Placement, and
attributable to Unexercised Institutional Entitlements,
to be prioritised to high-quality investors who are
supportive of Ryman's strategy and who will further
strengthen the shareholder base as Ryman continues
its transformation. Allocation to these Shareholders is
also expected to support the company over the long
term, enhancing the prospects of stronger aftermarket
performance of the Shares, providing a benefit to all
Shareholders.

6 of 6
Further detail regarding the reasons why Ryman chose to
undertake the Placement and ANREO to raise capital is
set out in Section 8 of Part 4 of the Offer Document under
the heading "Offer Structure".
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Jarden Securities Limited, Craigs Investment Partners
Limited and Forsyth Barr Limited (together, the Lead
Managers)
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Ryman agrees to pay an aggregate joint lead
management fee of 0.70% of the total gross proceeds
raised under the Placement and ANREO to the Joint Lead
Managers.
Underwritten Y
Name of Underwriter(s) Jarden Partners Limited, Craigs Investment Partners
Limited and Forsyth Barr Group Limited (together, the
Underwriters).
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
The Placement and the ANREO are fully underwritten by
the Underwriters.
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
Ryman agrees to pay an aggregate underwriting fee of
1.90% of the total gross proceeds raised under the
Placement and ANREO to the Underwriters.
Summary of significant events that
could lead to the underwriting
being terminated
A summary of the significant events that could lead to the
underwriting being terminated are set out under the
heading "Underwriting Agreement" in Part 4 of the Offer
Document.
Section 9: Authority for this announcement (mandatory)
Name of person authorised to
make this announcement
Morgan Powell, General Counsel
Contact person for this
announcement
Morgan Powell, General Counsel
Contact phone number +64 (0)21 246 6361
Contact email address morgan.powell@rymanhealthcare.com
Date of release through MAP 24/02/2025

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NZX RELEASE

24 February 2025


Ryman takes decisive action to reset balance sheet

Ryman Healthcare Limited (Ryman) (NZX: RYM) has announced today an approximately
$1 billion equity raising (Offer) comprising a $313 million underwritten institutional
placement (Placement) and an approximately $688 million underwritten pro-rata
accelerated non-renounceable entitlement offer (Entitlement Offer).

The purpose of the Offer is to enhance Ryman’s financial position in the current market and
provide the platform to achieve improved performance and value for shareholders as
market conditions recover.

Ryman Chair Dean Hamilton says that the equity raise will reset the balance sheet, reducing
pro-forma gearing
1
from 37.3% to 23.1% and providing Ryman with the foundations to
deliver further transformation initiatives, with a renewed focus on its operational reset.

“We are on a journey and have already made significant transformation progress over the
past 12 months, including our Board, management and governance refresh, changes to our
pricing model and moving to a functional structure. Resetting our balance sheet will support
us to progress our business improvement programme further.”

Ryman CEO Naomi James, who joined Ryman in November 2024, says that the business
improvement programme is now firmly focussed on releasing cash from the business (over
$500m target over the next three to five years), targeting sustainable business improvement
($100-150m target in annualised cash improvement

through both revenue and cost
opportunities over three to five years), and taking a disciplined approach to growth.

“We are transforming how we operate so that our residents continue to have the best
experience in retirement living, with access to industry leading care. Our continuum of care

1
Pro-forma gearing is a non-GAAP metric which does not have a standardised meaning prescribed by GAAP
(Generally Accepted Accounting Practice). Non-GAAP measures are presented to assist investors in
understanding Ryman's performance. It may not be comparable to similar financial information presented by
other entities. Pro-forma gearing assumes no repayment of the institutional term loan.

model uniquely positions Ryman to meet the increasing demand for aged care in New
Zealand and Australia, which is growing rapidly ahead of the supply available in both
countries. Since joining Ryman, I have seen first-hand our unique value proposition in the
market, which offers our residents access to the level of care they require as their needs
change, giving families the confidence their loved ones will be looked after through their
later years.”

Details of the Offer
The Offer has the following components:
• a fully underwritten placement of new fully paid ordinary shares (New Shares) to
eligible institutional shareholders and new institutional investors (Placement) to
raise approximately $313 million; and

• a fully underwritten 1 for 3.05 pro-rata accelerated non-renounceable entitlement
offer of New Shares to eligible shareholders (Entitlement Offer) to raise
approximately $688 million.
Approximately 328 million New Shares are to be issued under the Offer representing
approximately 48% of the existing shares on issue.
The Placement and Entitlement Offer will be conducted at an offer price of $3.05 per share
(Offer Price), representing a:
• 21.9% discount to theoretical ex-rights price (TERP)
2
of $3.90;

• 29.2% discount to Ryman’s closing price of $4.31 on the NZX on Friday,
21 February 2025; and
New Shares issued under the Offer will rank equally with existing fully paid ordinary shares
from their time of issue.
The Offer is underwritten by Craigs Investment Partners Limited, Forsyth Barr Group
Limited and Jarden Partners Limited.



2
TERP is the theoretical price at which Ryman shares trade immediately after the ex-date for the Offer. TERP
is a theoretical calculation only and the actual price at which Ryman shares trade on the NZX immediately
after the ex-date for the Offer will depend on many factors and may not be equal to TERP. TERP is calculated
by reference to the closing price of the Ryman share price as traded on NZX on Friday, 21 February
2025 being the last trading day prior to the announcement of the Offer and includes all new shares issued
under the Placement and the Entitlement Offer.

1. Placement
Ryman is undertaking a fully underwritten Placement of New Shares to eligible institutional
shareholders and new institutional investors to raise $313 million. The Placement will be
conducted concurrently with the Institutional Entitlement Offer (as described below).
2. Entitlement Offer
Under the Entitlement Offer, eligible shareholders are being invited to subscribe for 1 New
Share for every 3.05 existing Ryman shares held as at 5.00pm (NZDT) on Tuesday, 25
February 2025 (Record Date). Eligible shareholders can choose to take up all, part or none
of their entitlement to New Shares.
The Entitlement Offer is non-renounceable and entitlements will not be tradeable or
otherwise transferrable.
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the accelerated institutional
component of the Entitlement Offer (Institutional Entitlement Offer), which is being
conducted today, Monday, 24 February 2025 and closes on Tuesday, 25 February 2025,
3

along with the Placement. Under the Institutional Entitlement Offer, eligible institutional
shareholders can choose to take up all, part or none of their entitlement to New Shares.
Entitlements not taken up under the Institutional Entitlement Offer will be offered by the
Lead Managers to eligible institutional investors at the Offer Price concurrently with the
Institutional Entitlement Offer.
Retail Entitlement Offer
The retail component of the Entitlement Offer (Retail Entitlement Offer) will be open
from 9:00am (NZDT) on Thursday, 27 February 2025 to 5:00pm (NZDT) on Monday, 10
March 2025, to eligible retail shareholders with an address on Ryman's share register in
New Zealand or Australia at the Record Date. Eligible retail shareholders who take up all of
their entitlements in full may apply for additional New Shares, up to a maximum amount of
New Shares equal to 75% of their entitlements. The entitlements will not be listed on NZX
and there will be no shortfall bookbuild for those entitlements not taken up by eligible retail
shareholders or the entitlement of ineligible retail shareholders. The Entitlement Offer is
non-renounceable and any entitlements not taken up will lapse. This means that
shareholders will receive no value for any entitlements that they do not take up.
Further details about the Retail Entitlement Offer are set out in the Offer Document.

3
Institutional Entitlement Offer for Australian, New Zealand and certain investors in Asia-Pacific and Europe
regions closes on Monday, 24 February 2025. For all other regions, the Institutional Entitlement Offer closes
on Tuesday, 25 February 2025.

Shareholders entitled to participate in the Retail Entitlement Offer should visit
ryman.capitalraise.co.nz and apply online by 5:00pm (NZDT) on Monday, 10 March 2025.
Further information on the Offer is detailed below and is to be read in conjunction with the
Offer Document and the Investor Presentation which are available to eligible shareholders
via the offer website: ryman.capitalraise.co.nz.
Key dates related to the Offer are appended.
Conference call
Ryman’s Chief Executive Officer, Naomi James and Chief Financial Officer, Rob Woodgate
will host a briefing today, Monday, 24 February 2025 11.00am (NZDT) via webcast. To view
the webcast visit: www.virtualmeeting.co.nz/rymipfeb2025.
ENDS

Authorised by:

Morgan Powell
General Counsel

About Ryman:
Ryman Healthcare was founded in Christchurch in 1984 and owns and operates 49
retirement villages in New Zealand and Australia. Ryman villages are home to 15,300
residents, and the company employs 7,700 staff.

Contacts:
For investor relations information contact Hayden Strickett, Head of Investor Relations, on
+64 27 303 1132 or hayden.strickett@rymanhealthcare.com

For media information contact Camille Middleditch on +64 28 422 3472 or
camille.middleditch@rymanexternal.com

Currency:
Unless otherwise stated, all references to “$” are to the New Zealand dollar.

Not an offer of securities in the United States:
This announcement has been prepared for publication in New Zealand and may not be
released or distributed in the United States. This announcement does not constitute an
offer, invitation or recommendation to subscribe for or purchase any security or financial
product and neither this announcement nor anything attached to this announcement shall
form the basis of any contract or commitment. In particular, this announcement does not
constitute an offer to sell, or the solicitation of an offer to buy, securities in the United

States or any other jurisdiction in which such an offer would be illegal. Any securities
described in this announcement have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any
state or other jurisdiction of the United States and may not be offered or sold, directly or
indirectly, in the United States except in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act and the securities laws of any state or
other jurisdiction of the United States.

Appendix: Key Offer dates
4


General
Announcement of Offer and trading halt Monday, 24 February 2025
Record date for the Offer
5.00pm (NZDT), Tuesday,
25 February 2025
Placement and Institutional Entitlement Offer
Placement and Institutional Entitlement Offer opens Monday, 24 February 2025
Placement and Institutional Entitlement Offer closes
5
Tuesday, 25 February 2025
Trading halt lifted
Ryman shares will commence trading on the NZX on an ex-
entitlement basis
Tuesday, 25 February 2025
Settlement and allotment of New Shares under the
Placement and Institutional Entitlement Offer and trading
commences on the NZX
Monday, 3 March 2025
Retail Entitlement Offer
Retail Entitlement Offer opens
9.00am (NZDT), Thursday,
27 February 2025
Retail Entitlement Offer closes
5.00pm (NZDT), Monday,
10 March 2025
Settlement and allotment of New Shares under the Retail
Entitlement Offer and trading commences on the NZX
Monday, 17 March 2025


4
The timetable presented is indicative only and subject to change without notice (subject to applicable laws
and the NZX Listing Rules). All dates and times are New Zealand times (unless stated otherwise). Ryman
reserves the right to withdraw the Offer at any time prior to the issue of the New Shares at its absolute
discretion.
5
Institutional Entitlement Offer for Australian, New Zealand and certain Asia-Pacific region investors closes on
Monday, 24 February 2025. For all other regions, the Institutional Entitlement Offer closes on Tuesday, 25
February 2025.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
R Y M A N H E A L T H C A R E | Investor Presentation1
1
R Y M A N H E A L T H C A R E
Equity raise investor presentation
24 February 2025
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Miriam Corban Village

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
R Y M A N H E A L T H C A R E | Investor Presentation
2
Important notice and disclaimer
Important Notice and Disclaimer
This presentation has been prepared by Ryman Healthcare Limited (the Company or Ryman) in relation to an offer of new shares in the Company (New Shares) by way of a placement to eligible
institutional and other selected investors (Placement) and a 1-for-3.05 pro rata non-renounceable accelerated entitlement offer to eligible shareholders (Entitlement Offer, together with the
Placement, the Offer).
The Offer is made to eligible shareholders and other investors in New Zealand pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (the
FMCA). The Offer is made to eligible shareholders in Australia in reliance on the Australian Securities and Investments Commission (ASIC) Corporations (Foreign Rights Issues) Instrument 2015/356 (as
modified by ASIC Instrument 25-0114) or otherwise to persons to whom the Offer can be made without a formal disclosure document under Chapter 6D of the Australian Corporations Act 2001
(Cth) (Corporations Act).
Information of a general nature
This presentation contains summary information about the Company and its activities that is current as of the date of this presentation. The information in this presentation is of a general nature
and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be
required in a product disclosure statement for the purposes of the FMCA or a prospectus or other disclosure document for the purposes of the Corporations Act or the laws of any other jurisdiction.
The Company is subject to disclosure obligations that require it to notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with the Company's 2024
annual report, market releases and other periodic and continuous disclosure announcements released to NZX, which are available at www.nzx.com under the ticker code "RYM". No information
set out in this presentation will form the basis of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of the Offer. NZX accepts no responsibility for any statement in this presentation. NZX is a licensed market operator, and
the NZX Main Board is a licensed market under the FMCA.
Not financial product advice
This presentation does not constitute legal, financial, tax, accounting, financial product or investment advice or a recommendation to acquire the Company's securities (including the New
Shares), and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider
the appropriateness of the information having regard to their own objectives, financial situation and needs and consult a financial advice provider, solicitor, accountant or other professional
adviser if necessary.
Investment risk
An investment in securities in the Company is subject to investment and other known and unknown risks, many of which are difficult to predict and are beyond the control of the Company. Refer
to Appendix 3 "Key Risks" for a non-exhaustive summary of certain key risks associated with the Company and the Offer. Neither the Company nor any other person named in this presentation
guarantees the performance of the Company or any return on any securities of the Company.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand or Australian law or any other law (and will not be filed with or approved by
any regulatory authority in New Zealand, Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or
sale in any jurisdiction.
Any decision to purchase New Shares in the Offer must be made on the basis of all information provided in relation to the Offer, including information to be contained or referred to in the separate
offer document made available on NZX (Offer Document) and the Company's other periodic and continuous disclosure announcements released to NZX. Any investor or eligible shareholder who
wishes to participate in the Offer should consider the Offer Document, in addition to the Company's other periodic and continuous disclosure announcements released to NZX, in deciding to apply
for New Shares under the Offer. Anyone who wishes to apply for New Shares under the Entitlement Offer will need to apply in accordance with the instructions contained in the Offer Document
and the application form or as otherwise communicated to the shareholder. The release, publication or distribution of this presentation (including an electronic copy) outside New Zealand or
Australia may be restricted by law. Any recipient of this presentation who is outside New Zealand or Australia must seek advice on and observe any such restrictions. Refer to Appendix 4
"International offer jurisdictions" of this presentation for information on restrictions on eligibility criteria to participate in the Placement and the institutional component of the Entitlement Offer.

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R Y M A N H E A L T H C A R E | Investor Presentation
3
Important notice and disclaimer
Restrictions on distribution
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or
any other jurisdiction in which such an offer would be unlawful. The entitlements and New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S.
Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the New Shares may not be
offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to,
the registration requirements under the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The entitlements and the New Shares to be
offered and sold in the retail component of the Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities
Act) in reliance on Regulation S under the U.S. Securities Act.
The information in this presentation has been prepared on the basis that all offers of New Shares in Australia under the Offer will be made to Australian resident investors to whom an offer of shares
for issue may lawfully be made in reliance on ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 (as modified by ASIC Instrument 25-0114) or otherwise to persons to whom the Offer can
be made without a formal disclosure document under Chapter 6D of the Corporations Act.
Disclaimer
To the maximum extent permitted by law, each of the Company, the joint lead managers and underwriters of the Offer (together, the Joint Lead Managers and/or Underwriters) and their
respective related bodies corporate and affiliates including, in each case, their respective shareholders, directors, officers, employees, agents and advisers, as the case may be (each, a Specified
Person) disclaims and excludes all liability (whether in tort (including negligence) or otherwise) for any direct or indirect loss, expense, damage, cost or other consequence (whether foreseeable or
not) suffered by any person as a result of their participation in the Offer or from the use of or reliance on the information contained in, or omitted from, this presentation, from refraining from acting
because of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether
arising under statute, in contract or equity or from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied,
as to the currency, fairness, accuracy, completeness or reliability of the information and conclusions contained in this presentation, and you agree that you will not bring any proceedings against
or hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation and waive any rights you may otherwise have in this respect.
None of the Joint Lead Managers or Underwriters, nor their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers (Advisers) have independently
verified or will verify any of the content of this presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the information in this
presentation.
No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and
there is no statement in this presentation which is based on any statement by any of them. No Adviser takes responsibility for any part of this presentation, or the Offer, and makes no
recommendations as to whether you or your related parties should participate in the Offer, nor do they make any representations or warranties to you concerning the Offer. You represent, warrant
and agree that you have not relied on any statements made by any Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them, and
agree that you are responsible for making your own independent judgement in relation to any matter arising in connection with this presentation. No Adviser accepts or shall have any liability to
any person in relation to the distribution of this presentation from or in any jurisdiction.
Determination of eligibility of investors for the purposes of the institutional component of the Entitlement Offer and the retail component of the Entitlement Offer is, in each case, determined by
reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Joint Lead Managers, the Underwriters and the
Company. The Company, the Joint Lead Managers and the Underwriters and each other Specified Person disclaim any duty or liability (including for negligence) in respect of the exercise of that
determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.
If you do not reside in a permitted offer jurisdiction, you will not be able to participate in the Offer. The Company, the Joint Lead Managers, the Underwriters and each other Specified Person
disclaim any duty or liability (including for negligence) in respect of the determination of your allocation.
This presentation contains data sourced from and the views of independent third parties. In such data being replicated in this presentation, no Specified Person makes any representation, whether
express or implied, as to the accuracy of such data. The replication of any views in this presentation should not be treated as an indication that the Company or any other Specified Person agrees
with or concurs with such views.

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R Y M A N H E A L T H C A R E | Investor Presentation
4
Important notice and disclaimer
Past performance
Past performance information provided in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) a promise, representation, warranty, guarantee or
indication as to the past, present or future performance of the Company.
Forward-looking statements
This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company, including the Company's FY25 guidance,
occupancy, development pipeline and outlook for FY26 and FY27 and statements in respect of the Company's outstanding debt. Forward-looking statements can generally be identified by use of
words such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will', ‘objective’, 'assume', 'guidance', 'outlook' or similar
expressions.
This also includes statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of the
Company, statements about the industry and the markets in which the Company operates and statements about the future performance of, and outlook for, the Company's business. Any
indications of, or guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements. All such forward-looking statements are
not guarantees or predictions of future performance and involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the
control of the Company, are difficult to predict, and which may cause the actual results or performance of the Company to be materially different from any future results or performance
expressed or implied by such forward-looking statements.
Such forward-looking statements speak only as of the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), the Company undertakes no obligation to
update these forward-looking statements for events or circumstances that occur subsequent to the date of this presentation or to update or keep current any of the information contained herein.
Any estimates or projections as to events that may occur in the future (including, but not limited to, projections of cash flow, capex, build rate, occupancy, sales contracts, sales occupation, unit
stock levels, revenue, DMF, RAD penetration, dividends, development plans, expenses, debt balances, interest rates, earnings, assets, liabilities, accounting adjustments, performance, market
conditions, government funding, population demographics and future secondary listings) are based upon the best judgement of the Company from the information available as of the date of this
presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the key risks set out in this presentation.
Investors should consider the forward-looking statements in this presentation in light of those risks and disclosures.
In particular, investors should be aware that the statements in slides 8, 10, 12, 13, 15, 17, 18, 19, 20, 21, 22, 23, 25, 26, 27, 28, 30 and 35 and other statements and information regarding outlook,
growth or strategy (collectively, the "outlook information") are forward-looking statements. The outlook information has been prepared by the Company based on an assessment of current
economic and operating conditions, including housing market trends, sales volumes, pricing, and the impact of inflationary pressures. It also considers factors specific to the retirement living and
aged care sector, such as demographic trends, care funding frameworks, regulatory changes, and occupancy levels. Additionally, it incorporates assumptions regarding future events,
competitive dynamics, and broader macroeconomic drivers. Investors should note that given the significant uncertainties that exist in the current operating conditions, the outlook information may
not be achieved. The outlook information assumes the success of the Company's business strategies, the success of which may not be realised within the period for which the outlook information
has been prepared, or at all. The outlook information is subject to a number of risks, including the risks set out in this presentation. Investors should be aware that the timing of actual events, and
the magnitude of their impact, might differ from that assumed in preparing the outlook information, which may have a material negative effect on the Company's actual financial performance,
financial position and cash flows. In addition, the assumptions upon which the outlook information is based are subject to significant uncertainties and contingencies, many of which are outside
the Company's control, are not reliably predictable, and it is not reasonably possible to itemise each item. Accordingly, neither the Company nor any other person can give investors assurance
that the outcomes discussed in the outlook information will be achieved.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings, cash flow, financial position
and performance.
General
For the purposes of this Important notice and disclaimer, "presentation" means these slides, any oral presentation of these slides by the Company, any question-and-answer session that follows that
oral presentation, hard copies of this presentation and any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. The Company reserves the right to withdraw,
or vary the timetable for the Offer, without notice.

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R Y M A N H E A L T H C A R E | Investor Presentation
5
Important notice and disclaimer
Financial information
When used in this report, references to the 'Company' are references to Ryman Healthcare Limited. References to 'Ryman' or the 'Group' are to Ryman Healthcare Limited, together with its
subsidiaries. All references to financial year FY25 in this report are to the financial year ending 31 March 2025. Financial information of Ryman as at and for the six months ended 30 September 2024
is unaudited.
All dollar values are in New Zealand dollars ($ or NZD) unless otherwise stated.
The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in New Zealand (NZ GAAP), International Accounting Standards (IFRS),
the New Zealand equivalents to International Accounting Standards (NZ IFRS) and other applicable financial reporting standards, as appropriate for a Tier 1 for-profit entity.
The financial information in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company's views on its future financial
performance or condition.
Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of
these figures may differ from the figures set out in this presentation.
Non-GAAP financial information
This presentation includes certain financial measures that are "non-GAAP (generally accepted accounting practice) financial information" under Guidance Note 2017: 'Disclosing non-GAAP
financial information' published by the New Zealand Financial Markets Authority, "non-IFRS financial information" under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' and
"non-GAAP financial measures" within the meaning of Regulation G under the U.S. Exchange Act of 1934, as amended (U.S. Exchange Act). Disclosure of such non-GAAP financial measures in the
manner included in this presentation would not be permissible in a registration statement under the U.S. Exchange Act. Such financial information and financial measures (including Free cash flow,
Cash flow from existing operations, Cash flow from development activity, Gearing, Net interest-bearing Debt, Adjusted EBIT, Adjusted EBITDA, NTA, Total capex, Payout balance, IFRS profit before
tax and fair value, ICR) and accompanying financial ratios have not been subject to audit or review, and do not have standardised meanings prescribed under NZ IFRS, or IFRS and therefore, may
not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS or
IFRS. Investors are cautioned not to place undue reliance on any such non-GAAP financial measures included in this presentation.
Pro-forma Financial Information
The pro-forma financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of the Company's actual or future financial position
and/or performance.
This presentation includes a pro-forma net debt and pro-forma Gearing position, which have been adjusted to reflect the impact of the Offer assuming it occurred as at 30 September 2024.
These pro-forma metrics on slides 10, 25, 26, 27 and 32 has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in NZ
IFRS (other than that it includes adjustments which have been prepared in a manner consistent with NZ IFRS, that reflect the impact of certain transactions as if they occurred as at 30 September
2024). In addition, the pro-forma financial information in this presentation does not purport to be in compliance with Article 11 of Regulation S-X under the U.S. Securities Act and was not prepared
with a view towards compliance with the rules and regulations or guidelines of the U.S. Securities and Exchange Commission or the American Institute of Certified Public Accountants for the
preparation and presentation of pro-forma financial information. Pro-forma financial information has not been subject to audit or review.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and
agreed that: (i) you have read and agree to comply with the contents of this Important Notice and Disclaimer; (ii) you are permitted under applicable laws and regulations to receive the
information contained in this presentation; (iii) you will base any investment decision solely on information released by the Company via NZX (including the Offer Document); and (iv) this
presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.

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Contents
6
1Overview and objectives07
2Trading update 11
3Business transformation14
4Capital management reset24
5Outlook29
6Offer structure and timing31
7Closing and Q&A34
A1Glossary36
A2Supplementary materials38
A3Key risks40
A4International offer jurisdictions51
Management to provide a new divider image
Keith Park Village
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6

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R Y M A N H E A L T H C A R E | Investor Presentation7
Kevin Hickman Village
7
Overview and
objectives
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R Y M A N H E A L T H C A R E | Investor Presentation
8
Opening remarks
Ryman is a leader in retirement living and aged care.
1
Ryman’s continuum of care model and care DNA make it well positioned to capitalise as aged healthcare demand
grows strongly.
2
Ryman’s operational reset is well underway, with new leadership focused on releasing cash from the business,
delivering operational efficiencies and a future-focused, disciplined approach to growth.
3
With a reset capital structure, resilient to market conditions, Ryman can focus on delivering business transformation
and operational performance.
4
As markets recover, the combination of governance, operational and balance sheet transformation positions Ryman
to deliver value creation for all shareholders.
5

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R Y M A N H E A L T H C A R E | Investor Presentation
9
Ryman – a trusted brand
2024 Canstar Blue
2
Ryman – a leader in retirement living and aged care
Ryman is a leader in retirement living and aged care, proudly owning and operating 49 villages that offer
retirement living and aged care to over 15,300 residents
Ryman at a glance
1
1. As at 31 December 2024. 2. Award relates to New Zealand.
49
Open villages
NZ: 40 | AU: 9
(includes 8 villages
under construction)
9,722
Retirement village units
NZ: 8,258 | AU: 1,464
15,337
Residents
NZ: 13,108 | AU: 2,229
8
Sites under construction
NZ: 5 | AU: 3
(all open and
under construction)
4,698
Aged care beds
NZ: 3,939 | AU: 759
7,758
Team members
NZ: 6,224 | AU: 1,534
Most Satisfied
Customers in RV
#1
Ryman – a market leader
Largest retirement village and
aged care operator in NZ
(by the number of existing
units and number of aged
care beds in NZ)

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R Y M A N H E A L T H C A R E | Investor Presentation
10
Equity raising objectives
Ryman is taking decisive action to reset its balance sheet through a $1.0 billion equity raise to create a sustainable
capital structure. This will enhance financial stability and resilience in the current market, and provide the platform to
achieve improved performance and a return to growth over time
•Equity raise and future cash release expected to provide headroom and capacity for a return to disciplined
growth over time.
•Consistent with previous communications, the Board remains committed to reviewing dividend policy prior to the
end of FY26.
Strong
foundation for
shareholder
value creation
•Agreement to amend syndicated facility agreement (SFA) obtained. Further detail can be found on page 26.
-Waiver of ICR covenant with testing to occur next at the 30 September 2026 test date at a lower covenant of
1.5x (on and from that date).
-Extension of $539 million banking facilities committed – no near-term maturities.
•Provides flexibility to undertake operational reset and manage the business to optimise cash generation.
Lender support
•Reduce gearing to more prudent levels within a range of 20-30% in the current environment (below previous
30-35% medium-term target). Board to review capital management policy prior to the end of FY26.
•Reduces 30 September 2024 pro-forma:
-Net interest-bearing debt from $2.56 billion to $1.59 billion.
-Gearing from 37.3% to 23.1%.
Reset capital
structure
•Continued challenging market conditions including illiquid housing markets and elevated stock levels across the
industry have been amplified by near-term loss of sales momentum following changes to ORA pricing model and
organisational restructure in 3Q25.
•Timing of improvement in market conditions and new sales and resales performanceis uncertain.
•Equity raise and associated bank facility covenant relief provides runway for market recovery and business
transformation.
Resilience to
current market
conditions

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R Y M A N H E A L T H C A R E | Investor Presentation11
Trading update
Bert Newton Village
11
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R Y M A N H E A L T H C A R E | Investor Presentation
12
-
100
200
300
400
Mar-22Jun-22Sep-22Dec-22Mar-23Jun-23Sep-23Dec-23Mar-24Jun-24Sep-24Dec-24
New sales stockResales stock
3Q25 sales and contracted stock
•Steady sales of ORAs (occupation basis) with
108 new sales and 289 resales (total sales of 397),
in-line with 1H25 run rate.
•Gross sales applications of 252 were ~60% of prior
two 3Q periods, driven by:
1.Challenging market conditions where
residential house sales are subdued, and
customer affordability is constrained.
2.Elevated industry stock levels and heightened
competitive activity.
3.Concurrent changes to Ryman’s ORA pricing
model, organisational restructure and
reduced incentives in market during 3Q25.
•Lower contracted stock, anticipated to result in
lower sales of ORAs (occupation basis) in 4Q25
and 1H26.
Current activity and stock
•Recent increase in enquiry levels, reflecting usual
seasonal uplift and increased focus on lead
generation, expected to support sales recovery
in 2H26.
•Levers available to release cash from elevated
stock levels.
Trading update
While sales volumes have been steady through to 3Q25, sales applications have declined impacting projected sales
volumes in 4Q25 and over 1H26 – targeted incentives and tactical pricing expected to improve applications and
drive sales into 2H26
1. ORAs contracted for sale but not settled at the relevant date.
Ryman contracted stock
1
New sales of RV unit ORAs
(occupation basis)
Resales of RV unit ORAs
(occupation basis)
95
141
116
95
101
123
108
55
Q1Q2Q3Q4
262
289
304
272
279
324
289
192
Q1Q2Q3Q4
FY24FY254Q25 outlookFY24FY254Q25 outlook

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R Y M A N H E A L T H C A R E | Investor Presentation
13
Harnessing our trusted brand with targeted marketing strategies to
increase lead volume and quality.
Driving improvement in ORA sales
A number of operational levers are being utilised to drive higher sales and ultimately release cash from existing stock,
through targeted sales strategies, improved pricing and active marketing initiatives
Focusing on personalised incentives and tactical pricing initiatives to
stimulate buying activity during a slow housing market.
Incentives
Ensuring Ryman residents benefit from preferential access to our market-
leading supply of aged care beds as demand for care grows.
Resident care
Maximising customer, market and sales insights to drive improved
sales effectiveness.
Data & insights
Leveraging our flexible price options with DMF and weekly fee
choices to increase buyer conversion.
Flexible pricing
Improving lead conversion through an expanded customer
nurture process from sales application to resident move-in.
Customer journey
Customer enquiry
New RV
unit stock
603
Resale RV
unit stock
607
Total RV
unit stock
1,210
Significant opportunity to release
cash from existing stock
1
1. As at 31 December 2024.
3
5
6
4
2
1

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R Y M A N H E A L T H C A R E | Investor Presentation14
James Wattie Village
14
Business
transformation
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R Y M A N H E A L T H C A R E | Investor Presentation
15
Ryman’s reset is already underway
Ryman’s investment thesis remains strong – with business transformation already underway, we are now
undertaking a decisive balance sheet reset to provide flexibility through current market conditions
01
Board, management
and governance refresh
•
Substantial Board refresh.
•
New CEO appointed.
•
Improvement in financial reporting well advanced (refer to page 28).
02
Operational reset
Priority 1. Releasing cash from the business (refer to page 19).
Priority 2. Targeting sustainable business improvement (refer to page 20).
Priority 3. Disciplined approach to growth (refer to page 21).
03
Capital management
reset
•
Decisive action being taken to reduce debt levels.
•
Strong lender support and improved funding flexibility.
•
Intention to secondary list on the ASX (an ASX foreign exempt listing) following the equity raise.

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R Y M A N H E A L T H C A R E | Investor Presentation
16
•Dean Hamilton commenced as
independent Chair in July 2023.
•Board refresh complete, with five new
directors appointed since June 2023
1
.
•Refreshed skillset at Board level bringing
extensive commercial, financial and
development experience.
•All directors are independent.
•See Appendix 2 page 39 for composition
of Board and management.
•Naomi James commenced as CEO in
November 2024.
–Significant experience leading
transformation in capital intensive
regulated industries in New Zealand
and Australia.
•Executive team refresh from a regional
structure to a functional structure –
‘One Ryman’.
•New executive team driving
performance-based culture.
•New Chief Strategy and Corporate
Development Officer role focused on the
transformation programme, portfolio
optimisation and disciplined growth.
•Increased financial disclosure and
transparency.
•Change of auditor in FY25 in
accordance with revised independence
policy.
•Executive remuneration aligned with long
term value creation with LTI scheme
linked to total shareholder returns (50%)
and absolute shareholder returns (50%)
from FY25.
•Minimum shareholding requirements over
time in place for executive team and
directors.
Refreshed Board, management and governance
New leadership in place to drive transformation and performance
One Ryman
Board of directorsExecutive teamGovernance
1. Anthony Leighs has advised the Ryman Board that he will not be standing for re-election at the 2025 Annual Meeting in July and will retire at the conclusion of the meeting. A search will commence shortly to appoint a new
independent director.

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R Y M A N H E A L T H C A R E | Investor Presentation
17
•Care is part of Ryman’s DNA with most of our villages offering a full
continuum of care including independent living, serviced
apartments, rest home care, hospital care and specialist
dementia care.
•Ryman will optimise care capacity and service levels for the
needs of our serviced and independent residents.
•Continuum of care is a competitive advantage enabling Ryman
to meet the increasing demand as excess RV unit stock reduces
and market conditions improve.
•New Zealand and Australia are experiencing an ongoing
demographic shift, with the baby boomer generation entering
retirement age.
•Demand for specialised age-related healthcare services is
growing as a result of growing life expectancy and increasingly
complex health needs, leading to increasing care needs inside
the village and acuity in residential aged care.
•Rising healthcare costs, workforce shortages and inadequate
funding has led to a growing forecast capacity shortage in aged
care.
Ryman is uniquely positioned to leverage sector dynamics
The long-term outlook for the aged care and retirement village sectors in New Zealand and Australia is positive,
underpinned by strong growth in theageing population and increasing care needs inside the village. Ryman’s
continuum of care model is well positioned to benefit from these trends
1. JLL New Zealand Retirement Villages Whitepaper (August 2024). 2. Sapere, (2024). A review of aged care funding and service models. 3. Te Whatu Ora Annual Report 2023/2024. Represents all types of hospital beds and bed
spaces.
Positive sector demand trends
+82,400
+89,650
+102,410
+79,610
+68,910
202320282033203820432048
Forecast NZ population for 75+ years age bracket
1
Ryman is well positioned
10,000
20,000
30,000
40,000
50,000
60,000
2014201720202023202620292032
Required supply based on demandSupply forecast (historic build rate)
NZ aged care sector resident beds
2
2024 public hospital beds
3
10,745
Cumulative:
+350,980

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R Y M A N H E A L T H C A R E | Investor Presentation
18
Strategic priorities
Ryman’s operational reset is underpinned by three strategic priorities
Release cash from
the business
•Sell-down existing stock
through targeted pricing and
marketing strategies.
•Pause future RV unit stages until
market conditions support
development.
•Increase resident capital in
aged care through
RADs/ORAs.
•Portfolio optimisation.
Sustainable business
improvement
•Improve operating
performance of villages.
•Leverage continuum of care.
•Optimise non-village support
functions.
Disciplined approach
to growth
•Grow around existing villages.
•Deliver future villages with
flexibility and reduced peak
capital intensity.
•Explore value creating
consolidation opportunities,
particularly in Australia.
123
Target over $500m in the
next 3-5 years
Target $100-150m annualised cash
improvement
1
over 3-5 years
Target lower peak capital intensity
and increased flexibility
1. Both revenue and cost opportunities.

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R Y M A N H E A L T H C A R E | Investor Presentation
19
9%
20%
Peer average
34.6%
Sep-24Target
344
294
277
436
400
564
603
394
479
544
559
574
592
607
738
773
821
995
974
1,156
1,210
90.9%
90.7%
90.5%
89.0%
89.4%
87.9%
87.6%
Mar-22Sep-22Mar-23Sep-23Mar-24Sep-24Dec-24
•Accelerate release of cash flow from new
sales stock.
–Bringing developing villages to mature
village occupancy levelsestimated to
deliver ~$400 million.
•Pause future stages for RV units until market
conditions support development, reducing
near term cash investments.
•Opportunity to reduce payout balance on
existing stock (buy-backs) of $166 million.
•Fill vacant care capacity in developing
villages.
–Lifting RAD penetration in developing
villages to 10% in New Zealand and 80%
in Australia estimated to deliver
~$60 million.
•Significant opportunity in New Zealand to
grow resident capital in aged care across
all villages (RADs/ORAs).
–Achieving a 20% penetration rate for
RADs/ORAs in New Zealand could
deliver ~$110 million.
•Review portfolio for optimisation
opportunities.
–Targeted landbank divestments
4
.
–Review of care bed capacity in New
Zealand.
Priority 1 – Release cash from the business
Ryman is pursuing opportunities to release over $500m inthe next 3 - 5 years
New sales stockResales stock
RV occupancy4 main buildings open
1
3
Ryman’s NZ care capital penetration rate
2
All figures as at 30 September 2024 unless otherwise stated. 1. Main buildings opened in James Wattie, Keith Park, Miriam Corban and Bert Newton which collectively delivered 290 retirement village units in the 12 months to 31 December 2024. 2. Percentage of care beds with
an occupational rights agreement / refundable accommodation deposit (RAD). 3. Average of Arvida Group Limited and Oceania Healthcare Limited’s care beds under an ORA as a percentage of care portfolio. Summerset Group Holdings Limited excluded as Arvida
Group Limited and Oceania Healthcare Limited are closer comparisons. 4. Market value of Ryman landbank at 30 September 2024 of $338 million, based on values used in the preparation of the 1H25 interim financial statements. Excludes capitalised WIP of $128 million and
includes Jean Sandel and Murray Halberg in addition to the greenfield landbank sites listed.
Sell down existing stock
Increase resident capital
in aged care
Portfolio optimisation
Ryman’s retirement village stock and occupancyRyman’s greenfield landbank
New ZealandAustralia
KarakaCoburg North
Park TerraceEssendon
RollestonKealba
TakapunaMt Eliza
TaupōRingwood East

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20
Priority 2 – Sustainable business improvement
Improve operating
performance of villages
•Lift occupancy rates of mature villages
driving operating leverage.
•Increase revenue per unit through
customer choice of DMF and weekly fees.
•Deliver savings from procurement and
operational efficiencies.
•Continue to deliver great care and resident
experience.
Leverage continuum of care
•Over 4,000 aged care beds in New Zealand
and Australia with demand forecast to
exceed supply.
•Expand ORA model in New Zealand aged
care to supplement daily fees with DMF
revenue.
•Maximise opportunity to deliver aged care
into serviced apartments.
•Realise benefits of aged care funding
reforms – Australia funding reforms to
commence 1 July, New Zealand funding
model under review.
Optimise non-village
support functions
•Transitioned to new functional support
structure, removing duplicate functions
across New Zealand and Australia.
•Shift to outsourced development model to
be accelerated over FY26 as build rate
moderates, enhancing flexibility and
lowering fixed costs.
•Drive efficiency in the near term and create
a platform for sustainable growth.
•Investment in core systems to enable
productivity gains across key support
functions.
Targeting $100-150m cash improvement per annum over the next 3-5 years from sustainable business improvement
focussed on stronger asset utilisation and efficiency
~$20m
annualised saving run rate
achieved to date in gross
non-village operating expenses
3
1
1. Gross contracted units ORAs from October 2024 (when the new pricing model commenced) to January 2025. Excludes internal transfers. 2. As at 31 December 2024. 3. As at 31 December 2024. Relates to savings achieved
from the Business Improvement Programme announced on 2 September 2024, ~$20m is included in the overall $100-$150m cash improvement target.
5%
68%
1%
16%
94%
13%
<1%
3%
1H25Current
DMF type:
Other
20%
25%
30%
Fee type:
Indexed
Fixed
100%
58%
<1%
42%
1H25Current
Ryman’s contracted ORAs
by DMF typeby fee type
1
Ryman aged care beds by type and country
2
4,698
Type:
Rest home (1,622)
Hospital (1,955)
Dementia (1,121)
Country:
NZ (3,939)
AU (759)

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Priority 3 – Disciplined approach to growth
Optimisepeak capital intensity and increase flexibility for disciplined, value-accretive portfolio growth
•Targeted build and release of future stages
at inflight developments and mature village
landbank in line with expected demand.
•Maximise asset utilisation in proven
catchment areas through geographically
adjacent opportunities for growth.
•Design villages which meet the needs of
our future residents.
•Flexibility to meet changing preferences
and demand.
•Reduce peak capital intensity through
tactical phasing and fewer developments
on the go.
•New villages to be delivered under an
outsourced model.
•Flexibility to explore consolidation
opportunities in Australia, where Ryman can
leverage its unique model.
•Review New Zealand opportunities when
aged care settings are more supportive.
Grow around existing villagesFuture villagesBroader approach to growth
Capital deployed across growth opportunities on an improved risk-return framework

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Inflight development projects
Driving efficiency across inflight developments to support Ryman’s operational reset. Ryman is projecting to deliver
between 489 – 575 retirement village units and aged care beds over FY26 and FY27 (combined) including 489 units
and beds currently under construction
RV unitsCare bedsRV unitCare bedsRV unitsCare beds
Miriam Corban
Henderson, Auckland
8871
n/an/an/an/a
Bert Newton
Highett
4579
n/an/an/an/a
James Wattie
Havelock North
10289
n/an/an/an/a
Nellie Melba
Wheelers Hill
--76---
Keith Park
Hobsonville, Auckland
14112064-48-
Kevin Hickman
Christchurch
39-798076-
Patrick Hogan
Cambridge
10-21-14868
Northwood
Christchurch
58-926032-
Hubert Opperman
Mulgrave
47-4-17860
Deborah Cheetham
Ocean Grove
51-13-58-
Total
581359349140540128
FY25 completions
1
Under construction
2
Future stages
3
1. Includes actual and expected deliveries in FY25. 2. Expected to be under construction at 1 April 2025. Excludes any expected completions in FY25. Includes main buildings under construction at Kevin Hickman (due for
completion 1H26) and Northwood (due for completion 2H27). 3. Patrick Hogan future phases includes the main building which is currently awaiting final council approvals with construction expected to commence in FY26. Timing
for completion of the Hubert Opperman future phases, including the main building, is subject to finalisation and council approvals.
940489668

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Criteria for prioritising the development of landbank sites
Sites not meeting criteria will be considered for selective divestment
Ryman development portfolio
Disciplined approach to future growth focused on delivering developments that generate cash returns
Deborah Cheetham
Ocean Grove
Grace Joel
St Heliers, Auckland
Coburg North
Hubert Opperman
Mulgrave
Jean Sandel
New Plymouth
Essendon
Keith Park
Hobsonville, Auckland
Murray Halberg
Lynfield, Auckland
Karaka
Kevin Hickman
Christchurch
Kealba
Northwood
Christchurch
Mt Eliza
Patrick Hogan
Cambridge
Park Terrace
Ringwood East
Rolleston
Takapuna
Taupō
Inflight developments – future stagesExisting village landbankGreenfield landbank
✓Staged delivery
✓Low build complexity
✓Supportive demographics ofsurrounding catchment area
✓Lowactual or potential competition in surrounding catchment

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Kevin Hickman Village
24
Capital
management reset
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Resetting Ryman’s balance sheet
Resetting gearing to create resilience and flexibility
•Reduce gearing to more prudent levels within a range of 20-30% in
the current environment (below previous 30-35% medium-term target)
providing:
–Resilience to challenging market conditions and platform for
business transformation.
–Capacity and flexibility for future growth as market recovers.
•Board to review capital management policy prior to the end of FY26.
Further debt reduction through cash release initiatives
•Cash release initiatives (as outlined on page 19) intended to provide
additional flexibility to fund growth over time.
Creating funding flexibility
•Approximately $820 million of debt facilities to be cancelled, lifting
pro-forma total funding headroom at 30 September 2024 by $150
million to $605 million.
The equity raise will reduce 30 September 2024 pro-forma net interest-bearing debt from $2.56 billion to $1.59 billion
creating a sustainable capital structure leading to enhanced financial stability and resilience in the current market
while providing the platform to achieve improved performance and a return to growth over time
At 30 September 2024 ($m)
(unaudited)
Pre-Offer
Impact of
Offer
2
Pro-forma
(unaudited)
post Offer
BalanceBalance
Bank loans
2,169(970)1,199
Institutional term loan (ITL)
272-272
Retail bonds
150-150
Other
1
(11)-(11)
Total interest-bearing debt
2,580(970)1,610
Less: Cash
(23)-(23)
Net interest-bearing debt
2,557(970)1,587
Equity
3
4,3009705,270
Gearing (%)
4
37.3%(14.1%)23.1%
Total debt facilities
3,024(820)2,204
Total funding headroom
4,5
455150605
Net tangible assets
4,6
4,0559705,026
Shares on issue (m)
6883281,016
NTA per share (cps)
4
589.7(94.9)494.8
1. Includes issue costs for bank loans, institutional term loan and retail bonds capitalised and revaluation of institutional term loan debt in fair value hedge relationship. Pro forma balance excludes any associated write-off of capitalised issue costs. 2. Includes related issuance
costs but excludes any associated interest rate swap close out costs. 3. Excludes any changes to equity that may arise as a result of the financial reporting matters on page 28. 4. Excludes any ITL related make-whole and prepayment fees and costs with closing out
associated interest rate swap, currently estimated at $35 million. If the ITL is required to be fully repaid including this estimated make-whole fee, pro forma (unaudited) post Offer metrics would be gearing (23.5%), funding headroom ($570 million), NTA ($4,991 million) and NTA
per share (491.3 cps). 5. Total funding headroom comprises undrawn headroom in debt facilities and cash. 6. NTA is equal to total assets less intangible assets, deferred tax asset and total liabilities.

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26
Strong lender support
Banking syndicate
•Agreement
1
under the bank syndicated facility agreement (SFA) to a
waiver of the ICR covenant for the next three testing periods, with testing
to occur at a revised covenant level of 1.50x (previously 2.25x) on and
from the 30 September 2026 test date.
•Extensions committed across $539 million of facilities, resulting in no
maturities in FY26 post-raise and the first being on 30 November 2026.
•Ryman has agreed to seek majority lender approval for any new village
developments and any dividends paid through the ICR waiver period
2
.
Institutional term loan (ITL)
•Capacity to repay ITL in full with proceeds from capital raising if the same
amendments as agreed for the bank facilities cannot be agreed with ITL
lenders.
3
In addition to the current outstanding amount of $272 million,
costs to repay would include $30 million for make-whole and prepayment
fees, and approximately $5 million for close-out of associated interest rate
swap, based on current market rates
3
.
Retail bonds
•No change to existing retail bond covenants and no approvals required.
Other covenants
•There has been no change to the Debt-to-Equity Covenant
4
and
Guaranteeing Group Coverage Covenant
5
which are applicable to the
SFA banking syndicate, ITL and retail bond.
Equity raise enables Ryman to obtain covenant support and extend the tenor of $539 million of bank facilities. This
provides the flexibility to undertake the operational reset and manage the business to optimise cash generation, with
the intention to further optimise the overall debt funding structure and strategy in FY26
1. The amendments to the lending facilities are conditional, among other things, upon Ryman completing an equity raise with minimum proceeds of $750 million by 31 March 2025. 2. Approval required for any development at any village which was not listed as “under
construction” in the 30 September 2024 results announcement. 3. See “Funding and interest rates” risk on pages 45 and 46 (Key risks). 4. The ratio of Total Liabilities of the Group (after deducting the aggregate value of all Resident Occupancy Advances, Australian Resident
Loans and Accommodation Bonds owing or held by the Group) to Net Tangible Assets of the Group is no greater than 1.0:1.0. 5. The Total Tangible Assets and Adjusted EBITDA of the Guaranteeing Group must represent not less than 90% of the Total Tangible Assets and
Adjusted EBIT of the Ryman Group taken as a whole. 6. Assuming minimum facility extension, completion of the Offer by 31 March 2025 and repayment of debt facilities with earlier maturities from the net Offer proceeds. 7. Refer to slide 54 of Ryman’s 1H25 Result Presentation
for detail of covenant calculation. 8. The waiver applies to the ICR covenant under the bank syndicated facility agreement. No waiver of the ICR covenant applicable under the ITL has been agreed as at the date of this Offer. If the same waiver is not agreed with the ITL
lenders, Ryman may need to repay the ITL and pay any associated make-whole and prepayment fees.
Mar-25Sep-25Mar-26
On and from
Sep-26
ICR covenantWaiver
8
1.50x
ICR covenants for bank SFA
(Adjusted EBITDA to gross interest expense
7
)
Pro forma debt facilities maturityprofile at 30 September 2024 ($m)
6
82
225
521
398
457
54
44
150
272
689
225
848
442
FY26FY27FY28FY29FY30
Bank debt (NZ) Bank debt (AU) Retail Bond Institutional Term Loan
Total
Pro-forma weighted average maturity at 30 September 2024
3.3 years

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27
Treasury management
Expected restructuring to hedging
•Pro-forma percentage of drawn debt at fixed rates
1
is expected to be
105% pre any restructuring of interest rate hedging.
•Ryman will be over-hedged on its NZD fixed-rate borrowings, which
will necessitate a closing out of existing hedging to bring this in-line
with its treasury management policy.
•Approximately $500 million of NZD interest rate swaps and collars are
expected to be closed out, resulting in close out costs of
approximately $5-10 million. This will reduce the percentage of drawn
debt at fixed rates to 73%.
•If the ITL is repaid post Offer, the associated $59m interest rate swap
2

will be closed out resulting in close out costs of approximately $5m.
Anticipated impact on cost of debt
•Subject to the quantum of swaps and collars which are closed out,
prevailing market interest and the potential repayment of the ITL, the
net impact of the capital raise, the associated repayment and
cancelling of debt facilities and expected restructuring of interest rate
hedging is projected to result in:
–Annualised savings in gross interest costs of $50-55 million.
–A weighted average cost of drawn debt (WACD)
3
of 6.1-6.4%,
broadly in-line with WACD of 6.3% at 31 January 2025.
Annualised interest savings of $50-55 million expected post raise, reflecting lower debt balance and expected
restructuring of interest rate hedging
1. Based on pro-forma net interest-bearing debt as at 30 September 2024 of $1,587 million. 2. Receiver interest rate swap. 3. Total cost of all debt including fixed rate debt, floating rate debt, line fees and amortised establishment
fees.
110 110 110 110 110 110 110 110
150 150 150 150 150
-
875
870 870
860
855
640
560
380
330
210 210
525
525 525
525
525
492
492
459
403
370
232
232
1,660
1,655 1,655
1,645
1,640
1,242
1,162
949
733
580
442
267
-
200
400
600
800
1,000
1,200
1,400
1,600
1,800
Sep
24
Mar
25
Sep
25
Mar
26
Sep
26
Mar
27
Sep
27
Mar
28
Sep
28
Mar
29
Sep
29
Mar
30
ITLRetail bondNZD swaps and collarsAUD swaps and collars
Notional value of fixed rate debt at 30 September 2024 prior to expected
restructuring of hedging ($m)

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•As part of its preparation of the FY25 financial results, Ryman is considering a number of
accounting matters. These items are non-cash in nature and relate to accounting measurement
and treatment.
•Work remains ongoing and is yet to be finalised, both internally and with Ryman’s new auditor,
and therefore, the need for any adjustments remains uncertain. Currently, Ryman estimates
there is potential for downward adjustments to NTA of up to $300 million in aggregate in respect
of the matters listed below:
•Capitalisation policies: As highlighted at the 1H25 results, capitalisation policies are under
review. Early work has indicated a reduction in the level of cost capitalisation (and
therefore potentially greater reported expense in Ryman’s income statement). This may
impact qualifying assets including property, plant and equipment (care centres), and
investment properties (retirement villages).
•Immature Care Centres: New care centres to be valued for the first time in FY25.
•Care Goodwill: In assessing care centre valuations, a portion of the valuation may be
allocated to internally generated goodwill, which may no longer be recognised on the
balance sheet.
•Landbank WIP: Pursuant to changes made in 1H25, the carrying value of development
land will be assessed, which may result in impairment if a decision has been made to sell
the property or if the latest feasibility does not support capitalised WIP.
•Buyback stock: Given current market conditions, the valuer may apply greater discounting
to buyback stock.
•The capitalisation review may affect the value of intangible assets
2,3
,along with assessments as
to the recoverability of these assets. Additionally, Ryman is evaluating the deferred tax asset to
ensure it is recognised in accordance with accounting standards
4
. These assessments have the
potential to result in adjustments to recognised asset values
3
.
•Moving the recognition point for ORAs to when a
resident takes possession of a unit (previously on signing
an application form), aligning to cash flow, and
enhancing comparability with sector peers.
•Recognise DMF revenue over 9 years for independent
units and 4.5 years for serviced apartments (previously 7
years and 3 years respectively), aligned with tenure and
actuarial modelling.
•Move away from a ‘director’s valuation supported by
independent external valuations’ to an external
independent valuation on a desktop review basis at 30
September 2024. This removed several key judgements
and adjustments to the valuation.
•Removal of ‘near complete’ concept and alignment of
valuation population to completed stock.
•Development land now classified as investment
property and held at fair value (previously held at cost)
plus capitalised WIP which is subject to impairment
testing relating to development plans.
•New performance metrics based on cash measures and
IFRS profit before tax and fair value, moving away from
underlying profit as previously reported.
•New auditor appointed following an external tender
process in 2024. The first audit will be for the year ending
31 March 2025.
Improvement in financial reporting well advanced
Ryman embarked on an extensive review of its financial reporting in late 2023 to enhance the transparency of
results and ensuring greater comparability with others in the sector. All items are non-cash in nature
Key changes implemented to date
1
To be finalised in FY25
1. Implemented in FY24 and 1H25. 2. Intangible assets relate to internally generated software. 3. Together intangible assets and deferred tax asset had a total balance sheet value of $245m as at 30 September 2024. 4. Ryman
had already paused accrual of further tax losses since 30 September 2024.

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Outlook
29
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Keith Park Village

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Outlook
FY25 guidance
•Free cash flow: We expect free cash flowaround negative $100m (previously guided negative $50–100 million range).
•Total capex: We expect to spend $590-620 million on total capex (previous guidance: $625-675 million), including $80-90 million on existing operations (previous
guidance: $85-95 million), and $510-530 million on development activity (previous guidance: $540-580 million). Cost capitalisation of overhead and interest expenses of
~$120 million is included within the current total capex guidance. As outlined on page 28, cost capitalisation policies remain under review and may change in FY25.
•Build rate: We expect to deliver 940 retirement village units and aged care beds, within the previously indicated guidance of 850–950.
Ryman’s guidance for FY25 is based on current market conditions and the following assumptions:
•Sales of ORAs (occupation basis): Total sales of 1,471 (4Q25: 247), including 387 new sales (4Q25: 55) and 1,084 resales (4Q25: 192).
•Exchange rate: NZD/AUD of 0.91.
•Impacts of equity raise: Guidance excludes costs associated with equity raise, repayment of debt facilities and restructuring of interest rate hedging.
FY26 outlook
•Free cash flow: Forecast free cash flow remains highly sensitive to the timing of recovery in ORA sales volumes which is uncertain and dependent on an improvement
in housing market conditions in the regions in which Ryman operates.
•The estimated level of ORA sales to achieve cash flow breakeven in FY26 is approximately 70-75% of FY24 volumes, based on current projections for ORA pricing, total
capex, realisation of cash release initiatives in FY26, village and care revenue, operating costs and exchange rates.
•Below is an illustrative sensitivity of free cash flow to new sales, resales and net payouts, based on FY24 historical product mix and pricing:
•An additional + / - 50 new sales is equivalent to + / - approximately $50 million
•An additional + / - 50 resales is equivalent to + / - approximately $9 million
•An additional + / - 50 net payouts is equivalent to + / - approximately $28 million
FY26 and FY27 combined outlook
•Total capex: We expect to spend $550–$650 million on total capex, including ~$160 million of capitalised overhead and interest expenses, based on the current
approach to cost capitalisation. As outlined on page 28, cost capitalisation policies remain under review and may change in FY26 and FY27.
•Build rate: We expect to deliver between 489 – 575 retirement village units and beds.
An update on current trading and the outlook for FY26 will be provided at the FY25 full year result in May 2025.

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Offer structure and
timing
John Flynn Village
31
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Offer overview
Offer size and
structure
•Ryman is seeking to raise $1.0 billion (Offer) via a:
–$313m placement to eligible investors (Placement); and
–1 for 3.05
1
pro-rata accelerated non-renounceable entitlement offer to raise approximately $688m (Entitlement Offer)
•Approximately 328m New Shares are to be issued under the Offer representing approximately 47.7% of the existing shares on issue
Use of proceeds
•All net proceeds from the Offer will be used to repay and cancel existing debt (other than up to $150 million of those senior facilities that will
be available for redrawing), reducing pro-forma gearing from 37.3% to 23.1% as at 30 September 2024
Offer price
•Offer price of $3.05 per New Share, which represents a discount of:
–21.9% to the theoretical ex-rights price (TERP)
2
of $3.90
–29.2% to Ryman’s closing price of $4.31 on the NZX on Friday, 21 February 2025
–38.4% to Ryman’s pro-forma net tangible assets (NTA) per share of $4.95
Institutional
Entitlement Offer
•Institutional Entitlement Offer opens today, Monday, 24 February 2025 and closes on Tuesday, 25 February 2025
3
•Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer
•The Entitlement Offer is non-renounceable and any entitlements not taken up will lapse
Retail
Entitlement Offer
•Eligible retail shareholders have a number of options under the Retail Entitlement Offer, as follows:
–Elect to take up for all or part of their pro rata entitlements from 9:00am (NZDT) on the Retail Entitlement Offer open date of Thursday,
27 February 2025 and by 5:00pm (NZDT) on the Retail Entitlement Offer close date of Monday, 10 March 2025
–Those who elect to take up all of their entitlements, may also apply for additional New Shares in the Retail Entitlement Offer at the
Offer Price, up to a maximum of 75% of their entitlements
–Do nothing. The entitlements will not be listed on NZX and there will be no shortfall bookbuild for those entitlements not taken up by
eligible retail shareholders or the entitlements of ineligible retail shareholders. The Entitlement Offer is non-renounceable and any
entitlements not taken up will lapse
Ranking
•New Shares are the same class and will rank equally with existing ordinary shares from their time of issue
Risks
•Refer to Appendix 3 for a summary of key risks associated with an investment in Ryman and the Offer
Underwriting
•The Offer is fully underwritten by Craigs Investment Partners Limited, Forsyth Barr Group Limited and Jarden Partners Limited
The $1.0 billion capital raising is structured as a placement and pro-rata accelerated non-renounceable entitlement
offer as outlined below (and should be read in conjunction with the Offer document)
1. Fractional entitlements to New Shares to be rounded down to the nearest whole number of New Shares. 2. TERP is the theoretical price at which Ryman shares trade immediately after the ex-date for the Offer. TERP is a
theoretical calculation only and the actual price at which Ryman shares trade on the NZX immediately after the ex-date for the Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to
the closing price of the Ryman share price as traded on NZX on Friday, 21 February 2025 being the last trading day prior to the announcement of the Offer and includes all new shares issued under the Placement and the
Entitlement Offer. 3. Institutional Entitlement Offer for Australian, New Zealand and certain investors in Asia-Pacific and Europe regions closes on Monday, 24 February 2025 NZDT. For all other regions, the Institutional Entitlement
Offer closes on Tuesday, 25 February 2025 NZDT.

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Keith Park Village
Key offer dates
EventDate
Equity raising announcement and trading haltMonday, 24 February 2025
Placement and Institutional Entitlement Offer opensMonday, 24 February 2025
Placement and Institutional Entitlement Offer closes
1
Tuesday, 25 February 2025
Trading halt lifted
Ryman shares will commence trading on the NZX on an ex-entitlement basis
Tuesday, 25 February 2025
Record date for the Offer
5:00pm (NZDT), Tuesday,
25 February 2025
Retail Entitlement Offer opens
9:00am (NZDT), Thursday,
27 February 2025
Settlement and Allotment of New Shares under the Placement and
Institutional Entitlement Offer
Monday, 3March 2025
Commencement of trading of New Shares issued under the Placement and
Institutional Entitlement Offer
Monday, 3March 2025
Retail Entitlement Offer closes
5:00pm (NZDT), Monday,
10 March 2025
Settlement and Allotment of New Shares under the Retail Entitlement OfferMonday, 17 March 2025
Commencement of trading of New Shares issued under the Retail
Entitlement Offer
Monday, 17 March 2025
Eligible shareholders wishing to participate in the Retail Entitlement Offer
should visit ryman.capitalraise.co.nzand apply online by 5:00pm (NZDT)
on Monday 10 March 2025
Dates and times are indicative only and subject to change without notice. Ryman reserves the right to alter the dates in this presentation at its
discretion and without notice. 1. Institutional Entitlement Offer for Australian, New Zealand and certain investors in Asia-Pacific and Europe regions
closes on Monday, 24 February 2025 NZDT. For all other regions, the Institutional Entitlement Offer closes on Tuesday, 25 February 2025 NZDT.
33
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Closing & Q&A
James Wattie Village
34
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Closing remarks
Ryman’s leadership in the industry positions it well to capitalise on growing aged healthcare demand.
1
This capital raise resets the balance sheet to be resilient to market conditions, enabling the new leadership team to
focus on business transformation and operational performance.
2
Disciplined approach to growth will position the business well as markets recover.
3
Expect to deliver value creation for all shareholders as a result of business transformation, balance sheet reset and
disciplined growth.
4

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Bert Newton Village
36
Appendix 1:
Glossary
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Glossary
TermDefinition
AUAustralia.
Care bedRest home, hospital and dementia level care.
Care capitalAdvances received from residents for rest home, hospital and dementia level care
rooms or care suites including RADs or ORAs (with the latter having a DMF charge).
Cash flow from
development
activity
(non-GAAP)
Cash flow from development activity (CFDA) includes resident
receipts from new sales of occupation rights, the net increase
in refundable accommodation deposits on aged care beds and
net development capex.
Cash flow from
existing operations
(non-GAAP)
Cash flow from existing operations (CFEO) includes operating villages, group and
regional office and shared services functions and net interest, demonstrating net
cash flow to equity holders on existing business operations, excluding cash flows
relating to development of new villages.
Continuum of careCo-location of independent living units, serviced apartments and aged care beds
within the same village, alongside a broad range of aged-related healthcare and
support services, including home care in some villages.
DMFDeferred management fee.
Free cash flow
(non-GAAP)
Free cash flow combines cash flow from existing operations (CFEO)
and cash flow from development activity (CFDA), reflecting all operating and
development cash flows.A comprehensive understanding of Ryman Free
cash flow reported historically is available in Ryman’s 1H25 Result Presentation.
FYFinancial year ended 31 March.
Gearing
(non-GAAP)
Net interest-bearing debt / (Net interest-bearing debt + equity), pre IFRS-16.
GreenfieldPreviously undeveloped sites.
ICRInterest coverage ratio.
ILUIndependent living unit.
ITLInstitutional term loan.
Main buildingMain buildings contain care beds, serviced apartments and a range of village
amenities such as a café, library, cinema, pool, gym etc. Some main buildings also
contain independent apartments.
Net interest-
bearing debt
Interest-bearing loans and borrowings less cash and cash equivalents.
TermDefinition
Non-GAAPThis is a non-GAAP measure which does not have a standardised meaning
prescribed by GAAP (Generally Accepted Accounting Practice). This non-GAAP
measure has been presented to assist investors in understanding Ryman's
performance. It may not be comparable to similar financial information presented
by other entities.
NTANet tangible assets. Calculated as total assets less intangible assets and deferred
tax assets, and less total liabilities.
NZNew Zealand.
ORAAn occupation right agreement within the meaning of the Retirement Villages Act
2003 (for Villages in New Zealand) or a residence contract within the meaning
of the Retirement Villages Act 1986 (Vic) (for Villages in Australia).
Payout balanceAmounts paid out on existing RV units for vacating residents or internal transfers
where the unit has not been settled under a new ORA.
Pro-formaAdjusted for the impact of the Offer.
RADRefundable accommodation deposit.
ResalesThe sale of an ORA contract on an existing unit when a resident departs a unit.
ResidentA person who is resident in a Ryman Village in an ILU, SA or care bed.
RVRetirement village. A retirement village unit includes ILUs and SAs, excludes
care beds.
SAServiced apartment.
Total capexNet investing cash flows per the consolidated statement of cash flows. This includes
purchases of investment properties, property, plant and equipment, land, intangible
assets, capitalised interest paid, less any proceeds from land sales.
UnitAny independent unit or serviced apartment.
VillageAny retirement village owned by a Ryman Group member that:
• in New Zealand is registered as a retirement village under the
Retirement Villages Act 2003; and
• in Australia is registered as a retirement village under The Retirement
Villages Act 1986 (Vic).

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Appendix 2:
Supplementary materials
James Wattie Village
38
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Ryman Board and Management
Commencing in June 2023, Ryman has undertaken a significant refresh of its Board and Executive team which is now
complete
Scott Pritchard
NON-EXECUTIVE DIRECTOR
Joined: November 2024
Dean Hamilton
CHAIR
Joined: June 2023
James Miller
NON-EXECUTIVE DIRECTOR
Joined: June 2023
Kate Munnings
NON-EXECUTIVE DIRECTOR
Joined: November 2023
David Pitman
NON-EXECUTIVE DIRECTOR
Joined: May 2024
Naomi James
CHIEF EXECUTIVE
OFFICER
Joined: November 2024
Rob Woodgate
CHIEF FINANCIAL
OFFICER
Joined: November 2023
Marsha Cadman
CHIEF OPERATING
OFFICER
Rejoined: January 2024
Rick Davies
CHIEF CUSTOMER AND
TECHNOLOGY OFFICER
Joined: July 2019
Chris Evans
CHIEF DEVELOPMENT AND
PROPERTY OFFICER
Joined: April 2021
Di Walsh
CHIEF PEOPLE
AND SAFETY OFFICER
Joined: January 2023
BoardExecutive team
Paula Jeffs
NON-EXECUTIVE DIRECTOR
Joined: November 2019
Anthony Leighs
1
NON-EXECUTIVE DIRECTOR
Joined: October 2018
Marie Bonnemaison
CHIEF STRATEGY AND
CORPORATE DEVELOPMENT
OFFICER
Joined: January 2025
1. Anthony Leighs has advised the Ryman Board that he will not be standing for re-election at the 2025 Annual Meeting in July and will retire at the conclusion of the meeting. A search will commence shortly to appoint a new
independent director.

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Appendix 3:
Key risks
Keith Park Village
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Key risks – important: please read
This section summarises the key risks that Ryman has identified in connection with the Offer. Investors should read this section carefully because these risks may materially adversely affect the future
operating and financial performance of Ryman, and its share price.
Like any investment, there are risks associated with an investment in Ryman's shares. This section does not set out all of the risks related to an investment in Ryman shares, the future operating or
financial performance of Ryman, the Offer, or general market or industry risks. The summary of key risks set out below represents Ryman's current assessment of these risks. However, that may
change either during the course of, or following, the Offer. Some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material. There is no certainty as to
the severity or likelihood of any such foreseen and unforeseen impacts arising nor whether any mitigating action will be effective or can be taken. Accordingly, the key risks that Ryman faces are
inherently uncertain and will continue to change.
Investors should make their own assessment of the key risks set out in this section before deciding whether to invest (or invest further) in Ryman. Investors should also refer to Ryman’s previous NZX
announcements, including its Annual Report for the year to 31 March 2024, unaudited Half Year Result for the 6 months ended 30 September 2024 and Ryman’s published presentations in relation
to those full-year and half-year results. Investors should also consider whether such an investment is suitable in light of their individual risk profile, investment objectives and personal circumstances
(including financial and taxation issues). Investors are encouraged to consult with a financial or other professional adviser.
Key risksDetails
Housing market,
sales volumes and
pricing
Ryman is heavily exposed to the residential housing market in the areas in which it operates.
Ryman’s sales take the form of a grant by Ryman to the resident of an occupation right under an Occupation Rights Agreement (in New Zealand) or under a
Residence and Management Contract (in Australia). In this presentation these are referred to collectively as Occupation Rights Agreements (“ORAs”) and references
to a “sale” or a “resale” are references to the entry into an ORA in return for payment to Ryman (referred to as an “occupancy advance” or “ORA pricing”) for the
right granted to occupy a new or previously occupied unit in a Ryman village. Under the applicable retirement village legislation, residents can cancel their ORA within
15 working days of signing, and the ORAs provide a further contractual period of 90 days from occupation during which the resident can cancel the ORA. ORAs for
independent and serviced units require residents to pay a deferred management fee (“DMF”) of up to a capped amount of their occupancy advance. Payment of
the DMF is made by way of set off against the repayment of the occupancy advance when the resident vacates, which is repaid at the time the unit is resold (to a
maximum of three years in New Zealand) or within six months of the resident ceasing to occupy the unit (in Australia).
Ryman now recognises sales at the time of ORA occupancy, when cash settlement of the ORA has taken place, or in the case of early occupancy, a deposit has
been paid. Ryman recognises DMF over the estimated tenure of residents based on actuarial modelling. For further information, see slide 28 (Improvement in financial
reporting well advanced).
Current economic conditions remain challenging in both New Zealand and Victoria, Australia, and it is unclear when and how quickly housing market conditions and
liquidity will improve.
In particular, the New Zealand residential property market continues to be difficult, with the Reserve Bank of New Zealand’s quarterly House Price Index as at
September 2024 being the lowest since June 2023, and prior to that, December 2020. Housing market values in suburban catchments that Ryman's villages serve in
New Zealand have, in a number of regions, reduced to values last seen just before the global pandemic in March 2020. In the five years since then, property prices in
New Zealand increased in Ryman’s village catchment areas on average by approximately 30% until the peak in 2021 and subsequently reduced in value between
2022 and 2025, returning to levels similar to their early 2020 values.

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Key risks – important: please read
Key risksDetails
Housing market,
sales volumes and
pricing (cont.)
In Victoria, Australia, where Ryman also has a material presence, there is evidence that the residential property market is also difficult, with low confidence and a housing
market that has softened more than other major Australian cities since the middle of 2024. The pricing of occupation rights for units in Ryman's villages is correlated in part
to the value of residential properties in the area in which the relevant village is situated, meaning a difficult property market can negatively affect the price at which
Ryman sells occupation rights.
A reduction in demand relative to supply or a further or continued downturn in the property market may have a material impact on Ryman, including:
•Sales volumes: Weakness in the property market can impact the number of sales entered into as prospective residents may refrain from (or have difficulty) selling their
own houses or selling them at a sufficient price to enable them to acquire occupation rights to a unit at a Ryman village. This can slow the rate of sales or settlement
of occupation rights to new units and/or resales or settlement of occupation rights to existing units, all of which could adversely impact Ryman's cash flow and fair
value of investment property. The three months to 31 December 2025 saw significantly lower sales applications than was achieved during the same period in the prior
year, resulting in lower contracted stock levels. Challenging market conditions and concurrent changes to the ORA pricing model, organisational structure and
reduced incentives in market all contributed to the lower level of sales applications during this time. A reduction in the volume of sales or resales of occupation rights
will result in a delay in capital being provided to Ryman's business which may, in the case of resales, decrease the balance of occupancy advances held by Ryman
and reduce the amount that may be recovered by Ryman in the future by way of DMF and weekly fees.
•Pricing: Weakness in the property market can also impact the prices that Ryman achieves for ORAs for units in its new villages and/or resales of existing units. In a
weak property market negative pressure on house prices may make it harder for prospective residents to commit to a move into a Ryman village, particularly where
their return on sale of an existing property could be less than desired. If property market conditions continue and that results in increased discounting, that would, in
turn, reduce cash proceeds from new sales and resales, seeing reduced proceeds to Ryman by way of occupancy advances and softer development margins than
Ryman may have been able to achieve historically.
•Cancellation rates and slower settlements: Ryman may continue to experience increased cancellation rates and delays in settlements for sales that are conditional
upon the sale of another property where that sale does not occur or is delayed. Because residents are entitled to receive repayment of their occupancy advance
(less accrued and unpaid DMF and other outstanding fees) following vacation of their unit, any compression of margin or loss on resale predominantly affects Ryman.
Strategies to reduce cancellation rates typically involve extensions on contract terms, permitting a longer settlement period, or incentives. Early occupancy, in
advance of selling their own home, may also be offered to enable a resident to take occupancy of a unit ahead of selling their own home, where they can provide
a deposit.
•Liquidity: Reduced resales volumes also impact Ryman where Ryman repays an occupancy advance (less any accrued DMF) prior to resale of the unit. This means
Ryman funds the holding cost of the unit until it is resold. Given the cash recycling nature of its business, Ryman is dependent on continuing sales, at appropriate
prices and within appropriate settlement periods.
Ryman has an experienced and professional sales team who carefully consider ORA pricing, contract terms and other sale strategies and is currently undertaking
targeted incentives and tactical pricing initiatives to stimulate enquiry and buying activity.
Longer term, Ryman will remain exposed to a generally cyclical property market in the regions where it has villages, developments and landbank sites.

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Key risks – important: please read
Key risksDetails
Business
improvement and
operational
performance
Ryman launched several business improvement opportunities under the Fit for the Future programme, also referred to more generally as the business improvement
programme, in FY25 with the objective of continuing to deliver great care in Ryman villages while improving financial performance, including through revenue growth
and cost efficiencies.
•From 1 October 2024, Ryman introduced a new pricing structure for ORAs with changes to DMF and weekly fees. Ryman now offers a choice in DMF of either 30% or
25% with the latter option having a higher entry price. New residents are also able to choose between fixed weekly fees or indexed weekly fees set at the time the
resident moves in and linked to the annual increase in superannuation in New Zealand or the annual increase in Consumer Price Index in Australia. There were no
changes to contractual arrangements for current residents, or residents under contract, including their agreed DMF or fixed weekly fees. Ryman continues to review
the effectiveness of these changes and undertake targeted changes and initiatives to ensure its competitiveness in the market. Given the limited time that has
elapsed since the new pricing structure was introduced, it will take further time to assess any impact of these changes on the business.
•In 2024, Ryman also made significant changes to its organisational structure to reduce overhead costs and commenced the process of moving to an outsourced
model for its design and construction programme. Ryman has moved to a new organisational structure based on functional responsibilities across the group,
refreshed its Senior Executive Team, and appointed a new Chief Executive Officer, Naomi James. This move away from the regional model applies only to its non-
village team members (and does not impact village team members) and is intended to create a flatter structure with compressed management layers. Successful
implementation of these organisational changes is expected to have a positive impact on Ryman over time. Ryman carefully limited overhead reductions in the
clinical support teams to minimise any risk to maintaining compliance with regulatory standards for provision of aged care in both countries.
•In line with the changes in the development programme discussed below under the heading Build rate changes, Ryman will need to reduce its overhead costs
allocated to development activity. As part of this, Ryman announced in September 2024 its intention to move to greater outsourcing of development for future new
villages.
Further business improvement opportunities have been identified and are expected to deliver significant benefits over time. As changes are implemented at scale and
pace, they have the potential to adversely impact performance in the near term if not managed carefully or to trigger unexpected effects that will need to be
addressed.
Personnel
Ryman has recently introduced a significant change to its office-based staff and business model under its move from a regional structure to a functional structure. It has
also had significant change in the Senior Executive Team. Ryman’s move to an outsourced delivery model for future developments is expected to generate cost savings
and greater flexibility, reducing reliance on in-house expertise. It will also increase Ryman’s exposure to the performance of external contractors providing these services.
These changes can be disruptive to employees, who the business relies on to deliver day-to-day excellence, as well as to initiatives such as the implementation of the Fit
for the Future programme. This disruption could lead to the departure of key personnel with the loss of specialised knowledge. High personnel turnover may also lead to
inefficiencies and distractions within the business.
The ability of Ryman to successfully deliver on its business strategy is dependent on attracting and retaining key personnel with the requisite skills. An inability to recruit and
retain sufficient quality and experienced personnel could have an adverse impact on Ryman. Ryman is implementing targeted retention strategies to mitigate this risk.

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Key risks – important: please read
Key risksDetails
Valuations
Valuations are a key input to Ryman's reported financial performance and are described below:
•Investment property (comprising retirement village units and community facilities) are valued on a semi-annual basis to fair value as determined by independent
registered valuers. A full valuation is prepared at year end and a desktop review valuation is prepared at half year. Any change in fair value impacts the income
statement. CBRE Limited and Jones Lang LaSalle Advisory Services Pty Ltd last valued Ryman’s investment property at 30 September 2024. Key value drivers for
investment property valuations are current unit pricing, recycling profiling for units, contractual terms, unit price growth rates, discount rates, non-recoverable
expenses, and income and expense cash flows. These are influenced by several factors including supply and demand for property, general property market
conditions, including prices of transactions in the market. Property held for sale is measured at fair value as determined by independent registered valuers, or based
on a contracted sale price where available. Property values may change if the underlying assumptions on which the property valuations are based differ in the
future. In the current economic environment there is a likelihood that valuations are more volatile than in recent years and may decrease.
•Property, plant and equipment (which includes care facilities) are revalued annually to fair value by independent registered valuers. Previously care centres that have
residents but have not been operating for a full financial year were classified as ‘immature’ and held at cost. All care centres, irrespective of classification, will be
valued at 31 March 2025 by CBRE Limited and CBRE Valuations Pty Limited. Care facilities are a specialised form of realty. The real estate itself dictates the type of
business that is conducted and for this reason market value can be no greater than the level of value that can be generated from the business enterprise subject to
average efficient management. The key drivers are the age and quality of the asset, management expertise of the operator, government regulation and policy and
investor profile and demand for entry to sector.
Generally, the year-end valuation methodology will be consistent with previous interim financial statements (for investment properties) or full year financial statements
(property, plant and equipment). Ryman is currently reviewing the approach to valuation of buyback stock and intangibles, consideration of any remedial costs for
properties, the goodwill apportionment to care facilities and valuation of immature care centres (as noted above). These matters will be the subject of further discussion
with the auditors and valuers in connection with the finalisation of the financial statements for the year ended 31 March 2025 and may lead to changes from prior year
valuations for these assets.
As the valuations are yet to be conducted, Ryman does not know the extent or direction in which valuations of its properties may move but will be reporting these
movements on or before 31 May 2025 as part of its usual financial reporting process. That information is not currently available to be considered as part of the Offer. Any
decreases in value of Ryman's portfolio of properties or assets would have a negative impact on Ryman's income statement or asset revaluation reserve (or both) and net
assets. It could also impact the price at which Ryman would be able to sell a property or site in the market and could affect Ryman's capacity to borrow. There is a risk
that any downward revaluations would negatively affect Ryman's share price once released.
As noted in this presentation, Ryman may consider the sale of land which is currently held for potential future development opportunities. Any decision to hold these
properties for resale or the sale of such landbank assets, or any other asset sale if it were to occur, may not be able to take place at or above the value at which the
asset is currently recorded in Ryman’s accounts. In that situation, Ryman may record an impairment or loss on sale which could have an adverse impact on Ryman’s
financial position and performance in the future.

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Key risks – important: please read
Key risksDetails
Occupancy of
independent living
and serviced
apartment units and
care capacity
High occupancy rates create efficiencies through optimising the use of Ryman assets and resources, staffing and spreading of a largely fixed cost base. As at 31
December 2024, independent living and serviced apartment units were 87.6% occupied, after opening four new main buildings over the preceding 12 months. This
represents a slight decline from the 89.7% occupancy as at 12 months prior. However, the current occupancy reflects settlements that occurred over the last 12 months,
which lag the timing of sales contracts. The future occupancy rate may fall if there is a prolonged period of lower ORA sales or resales volumes such as Ryman is currently
experiencing, with a potential adverse financial impact on Ryman as a result. Occupancy may also be affected by the completion of development projects where
occupation rights to new units remain unsold. Unoccupied units do not generate any returns to cover village cost or deferred management fees. This is particularly
relevant for new serviced apartment stock which takes time to sell down as it is a needs-based offering.
As at 31 December 2024, care beds were 90.3% occupied. Care bed occupancy is not as affected by the wider housing market as RV units are. Although demand for
care beds is forecast to exceed supply, underfunding of care bed services in New Zealand means that Ryman will need to review its care bed capacity. For further
information see Government funding below.
Funding and interest
rates
Ryman is reliant upon continued external funding sources to support its business and execute on its strategy. Ryman's financial performance in the future may be
negatively impacted by increased interest rates or an inability to access external funding on commercially acceptable terms.
The increase in interest rates in recent years, together with other factors such as an increase in construction costs, longer settlement times under ORAs, an increase in
occupation rights repurchased by Ryman from former residents prior to their resale, inflation in operating costs and insufficient government funding for aged care beds,
has resulted in an increase in Ryman’s total debt and its debt funding costs. Ryman’s net interest bearing debt increased from $1,060 million as at 31 March 2018, to
$2,303 million as at 31 March 2023 (following its 2023 equity raise and repayment of Ryman’s previous United States private placement loan facility), then to $2,557 million
as at 30 September 2024.
Ryman's debt facilities are at various prices and include both fixed rate and floating debt. Floating rate debt is subject to hedging arrangements that effectively fix
interest rates at decreasing proportions of forecast floating debt over time. The average effective interest rate for all of Ryman's interest bearing debt as at 31 January
2025 was 6.3%. This may materially increase or decrease as current interest rate hedging arrangements mature and as interest rates change.
As part of the Offer, Ryman and the majority lenders under its Syndicated Facility Agreement have agreed, subject to Ryman completing an equity raise with minimum
proceeds of NZ$750,000,000 received by no later than 31 March 2025:
•that compliance with the ICR covenant will be waived until (but excluding) 30 September 2026;
•that on and from 30 September 2026 the ICR will be required to be greater than 1.5x;
•that although the net proceeds under the Offer are required to be used to permanently repay the senior facilities, those proceeds can be redrawn for the purposes
of prepaying and cancelling the ITL and any associated early repayment costs and up to $150 million will additionally be able to be redrawn as liquidity headroom;
•subject to the payment of associated extension fees, to extend the term of existing debt facilities that were maturing prior to 30 November 2026 which are not
expected to be repaid from proceeds of the Offer, such that those debt facilities will now mature on 30 November 2026; and

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Key risks – important: please read
Key risksDetails
Funding and interest
rates (cont.)
•in exchange for the lender agreement to the above covenant and tenor changes, until such time as Ryman provides evidence of compliance with the ICR covenant
as at the September 2026 test date (or thereafter):
•no dividends will be paid by Ryman without the consent of the majority lenders;
•Ryman will not commence any new developments (being development at any village which was not listed as “under construction” in the 30 September 2024
result) other than with the prior written consent of the majority lenders; and
•Ryman will provide to the lenders a report within 45 days of the end of each quarter, setting out the ICR covenant, development updates by village, resales
by village, new sales by village and available stock by village.
If Ryman is unable to agree with the ITL lenders the same covenant amendments as it agreed with the bank lenders in respect of the senior facilities, Ryman will be
required to repay and cancel the ITL (that loan having an outstanding principal amount of approximately $272 million) as it is also subject to the same ICR covenant
under that facility. Such repayment would be subject to ‘make-whole’ and pre-payment fees of approximately $30 million, plus any interest rate swap close out costs
(currently estimated to be approximately $5 million). The ITL is denominated in Australian dollars so the actual amounts required to be paid on prepayment may be
subject to currency fluctuations. For further information, see slide 26 (Strong lender support).
The agreement of the majority lenders has been received and a formal amendment to the bank Syndicated Facility Agreement is being documented but is not otherwise
conditional upon further lender approval. The majority lenders have agreed that they will instruct the agent bank to enter into any documentation necessary to effect the
amendments, subject only to being satisfied that the formal documentation is in customary form and reflects the conditions set out in the agreement with Ryman.
Ryman's debt facilities contain certain financial and operational covenants, including the ICR covenant (waived until 30 September 2026, and then to be tested at a
level of 1.5x for that and future periods) and a total liabilities to net tangible assets covenant. Any breach of lender covenants could result in the early enforced
repayment of debt. Such repayment could require the urgent sale of properties or new capital to be obtained for the business, all potentially at a material discount.
Following the completion of the Offer, Ryman intends to further review and discuss with its lenders optimising its bank funding structure during FY26, including its covenants
and diversification of debt funding sources. Any changes to its borrowing arrangements in the future will be dependent upon, among other things, market conditions
and lender support at the time.
Competition
Ryman depends on its ability to compete effectively by providing products and services that keep pace with resident expectations on competitive terms. Key risks
relating to competition include:
•new village developments in proximity to existing or developing Ryman villages which may lead to retirement village stock in a region exceeding demand for a
period of time;
•changing customer preferences as demand shifts from “builder” generation residents to “boomer” generation residents;
•growth in the not-for-profit sector, which has a competitive advantage due to concessionary tax arrangements in Australia;

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Key risks – important: please read
Key risksDetails
Competition (cont.)
•the use of sale incentives and tactical pricing initiatives by competitors to acquire customers; and
•growth in competition and replication of the Ryman model, which may lead to less differentiation in product lines and designs, impacting value proposition.
With market conditions also affecting other operators, they can also be expected to be holding stock, undertaking discounting and providing other incentives to secure
new residents considering Ryman.
Government
funding
Ryman receives a significant part of its aged care revenues from government funding in both New Zealand and Australia. The availability, continuity and adequacy of
funding from government sources for aged care services provided by Ryman is a risk faced by the company, with underfunding in New Zealand remaining a critical issue
impacting profitability across the sector.

Te Whatu Ora has commenced a funding model review which is continuing. One option is to adopt a similar model to that used in Australia where increased aged care
funding requirements are supported by greater user pays. Currently, annual price negotiations occur under contracts with Te Whatu Ora, with the aged care industry
strongly advocating for increases in funding to meet cost inflation which has eroded the value of this funding over time. If New Zealand government funding is not
increased, Ryman may need to consider withdrawing or reducing the number of available care beds across New Zealand.
As with any public review of the regulatory framework affecting a particular industry, there may be further ramifications of the review that may impact the operations of
Ryman in the near future and/or other aspects of the industry, in addition to the funding model. Any such ramifications are unknown at this stage.
In Australia, the Aged Care Act 2024 will come into effect on 1 July 2025. This follows increases in Government aged care funding in recent years to meet wage cost
inflation. This establishes a rights-based framework for aged care, which includes funding changes, including new means-tested contributions for those who can afford
them, indexed twice yearly, increases to maximum residential accommodation deposits prices to $750,000 and a requirement for providers to keep 2% of each new RAD
annually, capped at 5 years.
Development and
Construction
Ryman is transitioning its delivery model and capability from an inhouse design and construction model to an outsourced model for future new villages. Future inability to
engage the right outsourced providers on time and on acceptable terms could impact developments. Although Ryman will endeavour to negotiate contractual
protections for it in arrangements with its providers, it will be reliant on the performance of those providers as well as the performance of its existing contractors for current
developments. Ryman is indirectly exposed to the risks that its providers and contractors face including health & safety, staffing, industrial relations, materials and
equipment delays and weather.
Construction risk affecting Ryman may also arise in other ways, including:
•a significant one-off event at a site causing a material delay in construction activities on the site (this could include a health, safety or wellbeing incident or other
regulatory breach, or a severe weather event, fire or similar event);
•development cost overruns, project delays, poor quality designs, changes in residents' preferences, defects in tendering processes, government imposed lock-downs,
labour shortage, issues with building and supply contracts, inability to source equipment or materials, expected sales prices and timing of expected sales not being
achieved;

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Key risks – important: please read
Key risksDetails
Development and
Construction (cont.)
•disruption to residents arising from construction/maintenance works or unavailability of facilities (an example of which is the required relevelling works at Ryman’s
Edmund Hillary village in Auckland creating frustration for residents); and/or
•if there are material and systemic issues with construction methods (such as arose in the case of 'leaky buildings’).

Under its new outsourced delivery model Ryman may be able to transfer some or all of these types of construction related risks to its contracted provider. To the extent it
is successful in doing so, that may mitigate the impact of such risks for Ryman.
In addition, as well as the cost of constructing new developments, as villages age in order to maintain functionality and saleability of units, Ryman has an ongoing
programme of capex, refurbishment and planned maintenance. Village capex, refurbishment and maintenance requirements increase with age and there is a risk that
material maintenance, repairs and unplanned capital expenditure arise which have not been identified and budgeted by the business. Ryman mitigates this risk in part
through its asset management programme overseen by the property team.
Build rate changes
Ryman’s build rates for any given year are established in line with market demand as part of the yearly budgeting process, and are influenced by many factors, including
prevailing market conditions.
Ryman has moderated the development cadence on some existing projects reflecting current stock levels and market conditions. Ryman also does not intend to
commence a new development in the near term. Consequently, as in-flight development projects are completed and subsequent stages are deferred, Ryman will see
reduced development activity.
This slowdown in development activity could adversely affect the future pipeline of units available for sale when market conditions improve, affecting cash flows and
revenue to Ryman. Given the long lead-time on construction projects, any benefits from a restart to development activity will take time to eventuate once a decision is
made to do so.
The slowdown in development activity at existing villages may also adversely affect individual villages where the construction of additional amenities is deferred or there is
uncertainty as to the size and scope of future developments at the village. This may have adverse impacts, including for resident satisfaction and future sales and resales
of occupation rights.
Reputation and
care quality
In 2024 Ryman was named as New Zealand’s Most Trusted Brand across the aged care and retirement industry. This was the tenth time that Ryman has taken the top
industry prize at the Reader’s Digest Most Trusted Brands Awards. Ryman was also the winner of the 2024 Canstar Blue Most Satisfied Customers award and the 2024
Aged Advisor Nationwide Group Winner.
With over 15,300 residents living in its villages in New Zealand and Victoria, 4,400 of whom require a high level and quality of care in its aged care centres, it is essential
that Ryman maintains a high degree of trust with its residents. This type of care is more specialised and requires greater skill and attention, reflecting a greater
dependency by residents, which generates increased risk of concerns arising.

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Key risks – important: please read
Key risksDetails
Reputation and
care quality (cont.)
Incidents of substandard care of a resident or improper conduct may undermine the public's confidence in Ryman's ability to provide professional, high quality care to
residents. Similarly, this confidence could be negatively affected if a significant health, safety or wellbeing incident within a Ryman village resulted in harm to a resident or
staff member.
In order for Ryman to suffer a material financial impact, the improper care or behaviour would generally need to be systemic, reflect a pattern or be egregious in nature,
rather than isolated in nature.
A significant loss of confidence in Ryman could reduce demand for independent living units or aged care beds in Ryman's villages, causing a downturn in occupancy
levels and in turn revenue from fees. A particularly serious case of substandard care (or a pattern of substandard care) could result in the relevant member of the Ryman
group losing its certification to provide aged care under the Health and Disability Services (Safety) Act 2001 (or the equivalent Australian legislation) or an adverse finding
by another body having oversight of Ryman's care practices including the Health and Disability Commissioner or the Office of the Ombudsman.
Natural events,
seismic risk and
climate change
Ryman's operations, financial performance and position could be materially adversely impacted by any significant damage or destruction to its properties, including by
way of weather, flooding, seismic event, or other natural disaster. Ryman has robust business continuity arrangements in place for extreme weather events across all
villages, and Ryman has worked with its broker to ensure commercially appropriate insurance cover is in place. However, there is no guarantee that such coverage will
be sufficient in the circumstances at the time, that Ryman would obtain full recovery under its insurance policies for losses suffered to its buildings or business operations or
that reimbursement will be received in a timely manner.
Ryman operates several villages in geographies that have a higher earthquake risk, particularly the villages located along the Hikurangi faultline. None of Ryman's
properties have been notified to Ryman by a territorial authority in New Zealand as being potentially "earthquake prone" (being a New Building Standard (NBS) rating of
less than 34%). If the buildings were to be formally classified as “earthquake prone”, the minimum period of time for carrying out remedial works would be 15 years (being
the time frame for buildings located in high-risk zones such as Wellington), through to 35 years for buildings located in low risk zones (such as Auckland).
Ryman has been undertaking assessments of a number of its buildings that are located in key seismic zones. The assessments have not been completed but given the
age of some of the assets and current feedback from independent experts, some improvement works have already been undertaken and it is likely that further seismic
strengthening works will be required. Independent expert advice is that there are no life safety issues and no need to vacate any of the buildings. The scope of any
remedial works can only be ascertained once the assessments have been complete and is prudently subject to the Government review currently being undertaken.
The Board continues to monitor the compliance of its buildings with required standards and is kept informed of the results of all seismic engineering assessments that are
undertaken by Ryman. In addition, the process undertaken and standards which are applied in seismic assessments evolve over time as the engineering profession's
understanding of seismic events develops. This means that the outcome of seismic assessments may be subject to change over time. Changes to seismic requirements, or
the interpretation and application of existing seismic standards, or changes in science and knowledge relating to earthquakes and the performance of buildings or
geotechnical conditions could result in Ryman's buildings no longer meeting the minimum seismic standards. This could result in significant costs if Ryman is required to
carry out seismic strengthening works on its buildings.
In addition, the Ministry of Business, Innovation & Employment is currently undertaking an earthquake prone building and seismic risk management review, with the results
and any impact of that not currently known.

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Key risks – important: please read
Key risksDetails
Natural events,
seismic risk and
climate change
(cont.)
Ryman may also be exposed to risks relating to climate change, both by way of physical risks to its property assets and potential risks associated with a transition to a low
carbon economy. There is increased regulatory and market focus on climate related practices. Risks can relate to compliance risk (such as meeting the increasing
mandated reporting requirements and/or having a lack of capability to do so effectively) through to the cost of operating the business (such as rising costs and
additional asset management requirements). If Ryman fails to future proof its portfolio of villages across Australia and New Zealand it is likely have an adverse impact on
resales and Ryman may experience higher insurance premiums or limits on cover that will be available. This risk can be mitigated in the medium term through site
selection, the building processes used and insurance programmes.
Data breach /
cyber security
Ryman's IT systems hold confidential personal information about residents. Ryman takes security of this information very seriously. However, data held by Ryman may be
accessed or used in an unauthorised manner, including due to a cyber-attack. The potential of a cyber-attack / data security breach is ever increasing due to a more
connected and digital environment.
A cyber-attack or data security breach could have a significant economic and reputational impact on Ryman, including a loss of confidence of residents, an inability to
attract new residents, and a corresponding loss in revenue. Ryman may also incur fines, penalties or claims as a result of any privacy breach.
Ryman is seeking to mitigate this risk through its investment in new security capabilities (both system controls and people) coupled with the introduction of a new internal
audit function to support a stronger control environment. However, there is no guarantee that such arrangements will prevent a cyber-attack or data security breach.
Financial reporting
Ryman has recently introduced a number of key changes to its financial reporting to enhance the transparency of results and ensure greater comparability with others in
the sector. For further information about these changes, see slide 28 (Improvement in financial reporting well advanced). These changes, and any future changes, may
have a material impact on Ryman’s reported financial performance and position, particularly when compared to prior financial reporting, but any such impact is
currently unclear.
In addition to its financial reporting changes, Ryman has appointed a new auditor for the audit of the financial statements for the year to 31 March 2025. That auditor
may bring a different approach and/or require changes to Ryman’s financial reporting through its application of the relevant financial reporting standards as interpreted
by Ryman and the auditor. Ryman will work closely with the auditor but does not yet know whether there may be any such changes or, if so, the extent of them. An
example of this is the application of Ryman’s policy regarding cost capitalisation. There may be changes from the way that Ryman has historically capitalised
development costs that affect its financial reporting, with early work indicating a reduction in the level of cost capitalisation (and therefore potentially greater reported
expense in Ryman’s income statement). However, it is too early to know the potential impact of this change and the extent to which it may affect Ryman’s covenant
calculations under its bank facilities.
Ryman has provided a summary of the financial reporting items which it believes may be affected on slide 28 (Improvement in financial reporting well advanced). That
summary includes Ryman’s early stage current estimate of the potential impact of them on the FY25 financial statements. The actual impact is not currently known, and
will not be until Ryman is in a position to release its financial results in May 2025, or close to that time. However, the actual impact, once known, may be more or less than
the estimates provided by Ryman at this early stage (and potentially more or less in a material way).
Equity risk
There are general risks associated with investments in equity capital. In recent times the trading price of Ryman's ordinary shares on NZX has fluctuated materially.
Fluctuations can occur for many reasons, including as a result of movements in equity capital markets in New Zealand and internationally. No assurances can be given
that the New Shares will trade at or above the Offer price. None of Ryman, its directors, the underwriters, joint lead managers or any other person guarantees the market
performance of the New Shares.

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Appendix 4:
International offer
jurisdictions
Anthony Wilding Village
51
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International Offer Jurisdictions
This document does not constitute an offer of new ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be
distributed to any person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
The offer of New Shares under the Offer is being made in Australia to eligible shareholders in reliance on the Australian Securities and Investments Commission ("ASIC") Corporations (Foreign Rights
Issues) Instrument 2015/356 (as modified by ASIC Instrument 25-0114) or otherwise to persons to whom the offer of securities for issue may lawfully be made without disclosure under Part 6D.2 of the
Corporations Act 2001 (Cth) ("Corporations Act") in accordance with the applicable exemptions in sections 708(8) or 708(11) of the Corporations Act. This document is not a prospectus, product
disclosure statement or any other formal "disclosure document" for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a
"disclosure document" under Australian law. This document may contain references to dollar amounts which are not Australian dollars, may contain financial information which is not prepared in
accordance with Australian law or practices, may not address risks associated with investment in foreign currency denominated investments and does not address Australian tax issues. The
Company is a company which is incorporated in New Zealand and the relationship between it and investors will be largely governed by New Zealand law. This document has not been and will not
be lodged or registered with ASIC or the Australian Securities Exchange and the Company is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act.
Canada (British Columbia and Ontario provinces)
This document constitutes an offering of New Shares only in the Provinces of British Columbia and Ontario (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the
Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be
distributed in the Provinces to persons who are (i) "accredited investors" (as defined in National Instrument 45-106 – Prospectus Exemptions) and (ii) "permitted clients" (as defined in National
Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) if a lead manager offering the New Shares is relying upon the "international dealer exemption".
No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any
representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will
not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any
resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of
a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the
Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a
judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with New Zealand Accounting Standards and also comply with International Financial Reporting
Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in New Zealand dollars.
Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum
contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser's Province for particulars of these rights or consult with a legal adviser.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition,
holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.
Cayman Islands
This document may be distributed, and the New Shares may be offered and sold, only from outside the Cayman Islands to institutional and professional investors in the Cayman Islands. No offer or
invitation to subscribe for New Shares may be made to the public in the Cayman Islands or in any manner that would constitute carrying on business in the Cayman Islands.
European Union
This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the
New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the
Council of the European Union (the "Prospectus Regulation").

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International Offer Jurisdictions
European Union (cont’d)
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the
Prospectus Regulation).
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it
been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this
document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to
sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents
of this document, you should obtain independent professional advice.
Japan
The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL")
pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2,
paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan other than Qualified Institutional Investors.
Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New
Shares is conditional upon the execution of an agreement to that effect.
Liechtenstein
This document has not been, and will not be, registered with or approved by the Financial Market Authority of Liechtenstein. Accordingly, this document may not be made available, nor may the
New Shares be offered for sale, in Liechtenstein except in circumstances that do not require a prospectus under the Prospectus Regulation Implementation Act of Liechtenstein.
In accordance with such Act, an offer of New Shares in Liechtenstein is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document
shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares may not be offered or sold, directly or indirectly, in
Norway except to "professional clients" (as defined in the Norwegian Securities Trading Act).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or
distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant
to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA.
This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please
return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors
who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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International Offer Jurisdictions
Switzerland
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this
document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial
Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.
No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document
will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will
only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in
Switzerland.
United Arab Emirates
This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this
document nor the New Shares have been approved by the Securities and Commodities Authority ("SCA") or any other authority in the UAE.
No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated
within the UAE. This document may be distributed in the UAE only to "professional investors" (as defined in the SCA Board of Directors' Decision No.13/RM of 2021, as amended).
No offer of New Shares will be made to, and no subscription for New Shares will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the
meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus
under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This
document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been
communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does
not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated ("relevant persons"). The investment to which this document
relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.
United States
This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be unlawful. This
document may not be distributed or released in the United States.
Neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly, in the United States,
except in transactions exempt from, or not subject to the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United
States. The Entitlements and the New Shares to be offered and sold in the retail component of the Entitlement Offer may only be offered and sold outside the United States in "offshore transactions"
(as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

---

Go to ryman.capitalraise.co.nz for more
information and to apply.
This is an important document. You should read the
whole document before deciding what action to take with
your Entitlements. If you have any doubts as to what you
should do, please consult your broker or your financial,
investment or other professional adviser.
This Offer Document may not be distributed outside
New Zealand or Australia, except to certain institutional
and professional investors in such other countries and
to the extent contemplated in this Offer Document.
NOT FOR DISTRIBUTION OR RELEASE
IN THE UNITED STATES
RYMAN HEALTHCARE LIMITED
24 February 2025
Offer Document
1 for 3.05 Accelerated Non-Renounceable
Entitlement Offer of Ordinary Shares

Contents
Important Information 02
Chair’s letter 06
PART 1: Key Details 08
PART 2: Key Dates 10
PART 3: Actions to be taken by Eligible Shareholders 12
PART 4: Terms of the Entitlement Offer 14
PART 5: Glossary 30
PART 6: Directory 34
1

2
Important Information
General information
This Offer Document has been prepared by Ryman
Healthcare Limited (Ryman) in connection with a
fully underwritten 1 for 3.05 pro-rata accelerated
non-renounceable entitlement offer of New Shares.
The Entitlement Offer is made to Eligible Shareholders
in New Zealand pursuant to the exclusion in clause 19
of Schedule 1 of the New Zealand Financial Markets
Conduct Act 2013 (the FMCA).
The Entitlement Offer is made to Eligible Shareholders
in Australia in reliance on the Australian Securities
and Investments Commission Corporations
(Foreign Rights Issues) Instrument 2015/356 (as
modified by ASIC Instrument 25-0114) or otherwise
to persons whom the Offer can be made without
a formal disclosure document under Chapter 6D
of the Australian Corporations Act 2001 (Cth)
(Corporations Act).
This Offer Document is not a product disclosure
statement or prospectus for the purposes of the
FMCA, the Corporations Act or any other law, has not
been lodged with the Financial Markets Authority or the
Australian Securities and Investments Commission
and does not contain all of the information that an
investor would find in a product disclosure statement
or prospectus or which may be required to make
an informed decision about the Entitlement Offer
or Ryman.
Further important information
A presentation titled “Equity raise investor
presentation” providing further important information
in relation to Ryman and the Entitlement Offer has
been published by Ryman on 24 February 2025
(the Investor Presentation). A copy of the Investor
Presentation and other important information
released on 24 February 2025 are available at
www.nzx.com under the ticker code “RYM”.
The Investor Presentation includes details of the
rationale for the Entitlement Offer. It also provides
a trading update and guidance for the current
financial year and explains in more detail the expected
impact of the Offer, including a non-exhaustive
summary of certain key risks associated with
Ryman and the Offer.
You should read the Investor Presentation in full,
as it contains important information to assist you
in making an investment decision in respect of the
Entitlement Offer. In particular, you should read and
consider Appendix 3 of the Investor Presentation
(“Key Risks”) before making an investment decision.

3
Additional information available
under Ryman’s continuous
disclosure obligations
Ryman is subject to continuous disclosure
obligations under the NZX Listing Rules which
require it to notify certain material information
to NZX.
Market releases by Ryman are available at
www.nzx.com under the ticker code “RYM”. In
particular, Ryman recommends that you read its
market announcements (together with the materials
attached to those announcements) regarding:
• the Offer released on 24 February 2025 (including
the Investor Presentation accompanying the
announcement);
• Ryman’s most recent annual report and annual
results presentation (for the year ended 31 March
2024) released on 19 June 2024 and 27 May 2024
respectively; and
• Ryman’s half year report and results presentation
for the six months ended 30 September 2024
released on 13 December 2024 and 28 November
2024 respectively.
Ryman may, during the period of the Entitlement
Offer, make additional releases to NZX. Shareholders
should monitor Ryman’s market announcements
during the period of the Entitlement Offer. To the
maximum extent permitted by law, no release by
Ryman to NZX will permit an applicant to withdraw
any previously submitted application without
Ryman’s prior written consent.
Market risk
The market price for the Shares may change
materially between the date the Entitlement Offer
opens, the date you apply for New Shares under
the Entitlement Offer, and the date on which the
New Shares are allotted to you.
Accordingly:
• the price paid for New Shares under the
Entitlement Offer may be higher or lower than
the price at which Shares are trading on the
NZX Main Board at the time New Shares are
issued under the Entitlement Offer;
• the market price of Shares following allotment
may be higher or lower than the Offer Price; and
• it is possible that up to or after the Retail
Settlement Date, you may be able to buy Shares
at a lower price than the Offer Price.
Any changes in the market price of Shares will not
affect the Offer Price.
Withdrawal and date changes
Subject to compliance with all applicable laws,
Ryman reserves the right at any time at its absolute
discretion to:
• withdraw all or any part of the Offer (for example,
the Placement or the Institutional Entitlement
Offer could proceed but the Retail Entitlement
Offer could be withdrawn) and the issue of any
New Shares under the Entitlement Offer; and/or
• alter any dates or times set out in this Offer
Document.
Forward-looking statements
This Offer Document contains certain forward-
looking statements such as indications of, and
guidance on, future earnings and financial position
and performance. Forward-looking statements
can generally be identified by use of words such as
‘approximate’, ‘project’, ‘foresee’, ‘plan’, ‘target’, ‘seek’,
‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’,
‘may’, ‘should’, ‘will’, ‘objective’, ‘assume’, ‘guidance’,
‘outlook’ or similar expressions. This also includes
statements regarding the timetable, conduct and
outcome of the Offer and the use of proceeds thereof,
statements about the plans, targets, objectives and
strategies of Ryman and statements about the future
performance of and outlook for Ryman’s business
and Ryman’s outlook for the 12 month periods ending
31 March 2025, 31 March 2026 and 31 March 2027
(combined with 31 March 2026). Any indications of,
or guidance or outlook on, future earnings or financial
position or performance and future distributions are
also forward-looking statements. All such forward-
looking statements are not guarantees of future
performance and involve known and unknown risks,
significant uncertainties, judgements, assumptions,
contingencies, and other factors, many of which are
outside the control of Ryman, are difficult to predict,
and which may cause the actual results or performance
of Ryman to be materially different from any future
results or performance expressed or implied by such
forward-looking statements.

4
Such forward-looking statements speak only as of
the date of this Offer Document. Except as required
by law or regulation (including the NZX Listing
Rules), Ryman assumes no obligation to provide
any additional information or update these forward-
looking statements for events or circumstances that
occur subsequent to the date of this Offer Document
or to update or keep current any of the information
contained herein.
Any estimates or projections as to events that
may occur in the future are based upon the best
judgement of Ryman from the information available
as of the date of this Offer Document. A number
of factors could cause actual results or performance
to vary materially from the estimates, projections
or outlook statements.
Investors are strongly cautioned not to place
undue reliance on any forward-looking statements,
such as indications of, and guidance on, future
earnings and financial position and performance.
Offering restrictions
This Offer Document is intended for use only
in connection with the Entitlement Offer to
Eligible Shareholders.
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which,
or to any person to whom, it would not be lawful
to make such an offer, advertisement or invitation.
This Offer Document may not be sent or given
to any person who is not an Eligible Shareholder
in circumstances in which the Entitlement Offer
or distribution of this Offer Document would be
unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand
and Australia may be restricted by law. In particular,
this Offer Document may not be distributed to any
person, and the Entitlements and New Shares may
not be offered or sold, in any country outside New
Zealand or Australia, except to Institutional Investors
or as Ryman may otherwise determine in compliance
with applicable laws.
Neither this Offer Document nor any Acceptance
Form may be released or distributed in the United
States. This Offer Document and any Acceptance
Form do not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the
United States or in any other jurisdiction in which
such an offer would be illegal. The Entitlements
and the New Shares have not been, and will not
be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction
of the United States. The Entitlements may not be
issued to, or taken up or exercised by, and the
New Shares issued pursuant to the Retail Entitlement
Offer may not be offered or sold, directly or
indirectly, in the United States or to any person in the
United States. The Entitlements and the New Shares
to be offered and sold in the Retail Entitlement Offer
may only be offered and sold outside the United
States in “offshore transactions” (as defined in Rule
902(h) under the U.S. Securities Act) in reliance on
Regulation S under the U.S. Securities Act.
Further details on the offering restrictions that apply
are set out in Part 4: Terms of the Entitlement Offer.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
to comply with such restrictions may contravene
applicable securities law. Ryman disclaims all
liability in respect of any such contravention by any
other person.
Decision to participate in the
Entitlement Offer
The information in this Offer Document does not
constitute a recommendation to acquire or invest
in New Shares and is not financial product advice
to you or any other person. This Offer Document
has been prepared without taking into account your
investment objectives, financial or taxation situation
or particular needs or circumstances.
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Ryman (including
the summary of key risks in Appendix 3 of the
Investor Presentation (“Key Risks”)), and consider
whether such an investment is suitable for you having
regard to publicly available information (including
the Investor Presentation and Ryman’s other
market releases lodged with NZX), your personal
circumstances and following consultation with a
broker or financial, investment or other professional
adviser. Please read this Offer Document carefully
and in full before making that decision.
No guarantee
No person named in this Offer Document (nor any
other person) guarantees the New Shares to be issued
pursuant to the Entitlement Offer or warrants the
future performance of Ryman or any return on any
investment made pursuant to this Offer Document.

5
Privacy
Any personal information you provide in your
Application will be held by Ryman and/or the
Registrar at the addresses set out in Part 6: Directory.
Ryman and/or the Registrar may store your personal
information in electronic format, including in online
storage on a server or servers which may be located
in New Zealand or overseas. The information will
be used for the purposes of administering your
investment in Ryman.
This information will only be disclosed to third
parties with your consent or if otherwise required or
permitted by law. Under the New Zealand Privacy Act
2020 and the Australian Privacy Act 1988 (Cth), you
have the right to access and correct any personal
information held about you.
Enquiries
Any questions about the Entitlement Offer can be
directed to your broker or your financial, investment
or other professional adviser. If you are an Eligible
Retail Shareholder and have any questions about
the number of New Shares shown in the “Acceptance
Form” section of the Offer Website, or how to make
an Application, please contact the Registrar whose
contact details are set out in Part 6: Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
in New Zealand, all references to currency are to
New Zealand dollars, and all references to applicable
statutes and regulations are references to
New Zealand statutes and regulations.
Defined terms
Capitalised terms used in this Offer Document have
the meanings given in Part 5: Glossary.
James Wattie Village

6
Monday, 24 February 2025
Dear Ryman Shareholder,
On behalf of the Board of Ryman Healthcare Limited
(Ryman), it is my pleasure to invite all Eligible
Shareholders to participate in the non-renounceable
entitlement offer of new fully paid shares in Ryman
at the Offer Price of NZ$3.05 per New Share (the
Entitlement Offer). The Entitlement Offer is being
conducted in conjunction with a placement of New
Shares to Institutional Investors (Placement) to raise,
in aggregate, approximately NZ$1 billion (together,
the Offer).
Last year we made purposeful changes to the
Board, management and governance and at the
same time made significant progress on our business
improvement programme as we changed our pricing
model and moved to a functional (“one Ryman”)
organisational structure.
However, the continuation of challenging market
conditions in New Zealand and Victoria and the
uncertainty as to how long these will prevail, has meant
the Board has deemed it prudent to decisively reset
the company’s balance sheet through an equity raise.
The purpose of the raise is to enhance Ryman’s
financial position in the current market and provide
the platform to achieve improved performance and
value for Shareholders as market conditions recover.
Your Board believes we have a strong foundation
for Shareholder value creation. Ryman has an
industry-leading reputation thanks to our caring and
committed team members who support residents
at our 49 villages, of which 22 which have opened in
the past 10 years. We believe that our continuum of
care model is a competitive advantage and uniquely
positions Ryman to meet the increasing demand for
aged care in New Zealand and Australia, which is
growing rapidly ahead of the supply of new beds.
The Board is committed to improving Ryman’s financial
performance, whilst continuing to deliver Ryman’s
purpose-driven care and exceptional experiences for
our residents, and this equity raise will support us
in doing this.
Chair’s letter
Reflecting their commitment to Ryman, I am pleased
to confirm that all directors of Ryman intend to take up
their Entitlements in full under the Entitlement Offer
and Naomi James, CEO, intends to participate in
the Offer.
Following the raise, we are intending to seek a secondary
listing on the ASX, with a view to broadening the
Shareholder base and improving liquidity. Any ASX
listing would only occur after the Entitlement Offer.
Details of the Entitlement Offer
Under the Entitlement Offer, if you are an Eligible
Shareholder you have the opportunity to subscribe for
1 New Share at an Offer Price of NZ$3.05 for every
3.05 Existing Shares at 5.00pm (NZDT) on Tuesday,
25 February 2025.
The Offer Price of NZ$3.05 represents:
• a 21.9% discount to the Theoretical Ex-Rights Price
1

of NZ$3.90; and
• a 29.2% discount to Ryman’s closing share price
of NZ$4.31 on NZX on Friday, 21 February 2025
(being the last trading day before the Offer was
announced),
and is the same price at which New Shares are
to be issued to institutions under the Institutional
Entitlement Offer and the Placement.
You can choose to take up your Entitlements in full,
in part, or not at all. In addition, if you take up your
Entitlements in full you may apply for additional
New Shares (up to a maximum amount equal to
75% of your Entitlement) not taken up as part
of the Retail Entitlement Offer.
1
Theoretical Ex-Rights Price (TERP) is the theoretical price at which Ryman ordinary shares would trade immediately after the ex-rights date for the Entitlement
Offer. TERP is calculated with reference to Ryman’s closing share price of NZ$4.31 on NZX on Friday, 21 February 2025 (being the last trading day before the Offer
was announced) and includes all New Shares issued under the Placement and Entitlement Offer. TERP is a theoretical calculation only and the actual price at
which Ryman’s ordinary shares will trade immediately after the ex-rights date for the Offer will depend on many factors and may not be equal to TERP.

7
You will receive no value for Entitlements that
you have not taken up. Under the Entitlement
Offer, there will be no trading of Entitlements or
any shortfall bookbuild of New Shares not taken
up. If a Shareholder does not participate in either
the Placement or the Entitlement Offer, their
shareholding will be diluted by approximately 32%.
The Offer is fully underwritten by Craigs Investment
Partners Limited, Forsyth Barr Group Limited and
Jarden Partners Limited.
How to apply
To participate in the Retail Entitlement Offer, you
must apply and pay for your New Shares before
5.00pm (NZDT) on Monday, 10 March 2025.
You can apply and pay via the Offer Website
at ryman.capitalraise.co.nz.
Further information about how to apply is set out in
Part 3: Actions to be taken by Eligible Shareholders
of this Offer Document. If you have a relationship
with an NZX Firm, you may also participate in the
Placement through that firm if it has been invited
to participate in the Placement.
Seek professional advice and read
information carefully before you invest
This Offer Document contains important information
about the Entitlement Offer. We encourage you to
read it carefully and in full, and seek investment
advice from a suitably qualified professional adviser
before you consider investing in New Shares. If you
have any questions about the Offer, you should raise
those questions with your professional adviser.
We also encourage you to read through all of
Ryman’s recent announcements, particularly the
Investor Presentation and other materials released
on Monday, 24 February 2025 at www.nzx.com
under the ticker code “RYM”. In particular, you should
read and consider Appendix 3 of the Investor
Presentation (“Key Risks”) for a non-exhaustive
summary of certain key risks associated with Ryman
and the Offer, before making an investment decision.
You can also access information, including the
Investor Presentation and announcements regarding
the Entitlement Offer on the following website at
ryman.capitalraise.co.nz.
If you have any questions about the process for
participating in the Entitlement Offer, please email
applications.nz@cm.mpms.mufg.com or call the
Ryman Investor Information Line on 0800 333 974
(toll free within New Zealand) or +64 9 375 5998
from 8.30am to 5.00pm (NZDT) Monday to Friday
(excluding public holidays), or contact your
broker or your financial, investment or other
professional adviser.
On behalf of the Board, thank you for your continued
support, and we welcome your consideration of, and
participation in, the Entitlement Offer.
Yours sincerely,
Dean Hamilton
Chair
Ryman Healthcare Limited

Nellie Melba Village

8
PART 1
Key Details
IssuerRyman Healthcare Limited
Entitlement OfferThe Entitlement Offer is a pro-rata accelerated non-renounceable entitlement offer
to Eligible Shareholders of 1 New Share for every 3.05 Existing Shares held as at the
Record Date (being 5.00pm (NZDT) on Tuesday, 25 February 2025).
Entitlements cannot be traded on the NZX Main Board or privately transferred.
Eligible Retail Shareholders who take up their Entitlement in full may also apply for
Additional New Shares (up to a maximum of 75% of their Entitlement).
Eligible Shareholders will receive no value for Entitlements that they do not take up.
Entitlement Offer sizeThe amount to be raised under the Entitlement Offer is approximately NZ$688 million
(before costs) (as part of a total Offer size of approximately NZ$1 billion).
Purpose of the OfferRyman intends that the net proceeds raised from the Offer will be used to repay and
cancel existing debt, as set out in further detail in the Investor Presentation.
Offer PriceNZ$3.05 per New Share.
Existing Shares
currently on issue
687,641,738 Existing Shares.
Approximate number
of New Shares being
offered under the Offer
328 million New Shares.
New SharesThe same class as (and ranking equally with) Existing Shares.
EntitlementsEligible Shareholders are entitled to subscribe for 1 New Share for every
3.05 Existing Shares held as at the Record Date at the Offer Price. Fractional
entitlements will be rounded down to the nearest New Share.
Eligible Shareholders may take up all or some or none of their Entitlements.
If Eligible Shareholders do nothing, their Entitlements will lapse and they will not
be able to subscribe for any New Shares. They will receive no value for their
Entitlements that they have not taken up.
Eligible Retail
Shareholders
You are an Eligible Retail Shareholder if you meet the following requirements:
• you are registered as a holder of Shares as at the Record Date;
• you have an address recorded on Ryman’s share register in New Zealand
or Australia;
• you are not in the United States and are not acting for the account or benefit
of a person in the United States;
• you are not an Eligible Institutional Shareholder or an Ineligible Institutional
Shareholder; and
• you are eligible under all applicable securities laws to receive the Retail
Entitlement Offer.

9
Retail Entitlement
Offer
If you are an Eligible Retail Shareholder, you can take the following actions:
• Option 1: Take up Retail Entitlements
Take up some or all of your Retail Entitlements before the Retail Entitlement Offer
closes at 5.00pm (NZDT) on Monday, 10 March 2025.
• Option 2: Take up all and apply for more
If you take up your Retail Entitlements in full, you may also apply for
Additional New Shares up to a maximum of 75% of your Entitlement.
• Option 3: Do nothing
Do nothing, in which case your Retail Entitlements will lapse, and you will not
be able to apply for New Shares.
Retail Entitlements cannot be traded on the NZX Main Board or privately transferred.
See Part 3: Actions to be taken by Eligible Shareholders for more details on
these options.
Institutional
Entitlement Offer
Eligible Institutional Shareholders will be invited by the Joint Lead Managers
to participate in the Institutional Entitlement Offer.
Institutional Entitlements cannot be traded on the NZX Main Board or privately
transferred.
How to applyEligible Retail Shareholder
An application by an Eligible Retail Shareholder can only be made (together with
payment) by using the online Acceptance Form at ryman.capitalraise.co.nz.
Eligible Institutional Shareholder
The Joint Lead Managers will seek to contact Eligible Institutional Shareholders
and advise them of the terms and conditions of participation in the Entitlement Offer
and to confirm their application process.
UnderwritingThe Offer is fully underwritten by the Underwriters in accordance with the terms
of the Underwriting Agreement.

10
PART 2
Key Dates
Institutional Entitlement Offer
This timetable is relevant to participants in the Institutional Entitlement Offer, which is being
conducted alongside the Placement. Eligible Retail Shareholders should refer to the important dates
for the Retail Entitlement Offer set out on the following page.
DAT EKEY EVENT
Monday,
24 February 2025
Trading halt commences on the NZX Main Board and announcement of the Offer
Monday,
24 February 2025
Institutional Entitlement Offer and Placement open at 9.00am (NZDT)
Tuesday,
25 February 2025
Institutional Entitlement Offer and Placement close
Tuesday,
25 February 2025
Record Date 5.00pm (NZDT)
Tuesday,
25 February 2025
Announcement of results of Institutional Entitlement Offer and Placement
Tuesday,
25 February 2025
Trading halt lifted on the NZX Main Board
Monday,
3 March 2025
Settlement and allotment of Institutional Entitlement Offer and Placement
on the NZX Main Board
Monday,
3 March 2025
Trading of New Shares commences on the NZX Main Board
Tuesday,
4 March 2025
Despatch of holding statements for New Shares issued under the
Institutional Entitlement Offer and Placement
The dates set out in the table above are subject to change and are indicative only. Ryman reserves the
right to alter the timetable (including by extending the closing dates for the Offer or accepting late
Applications, either generally or in particular cases), subject to applicable laws and the NZX Listing Rules.
Ryman reserves the right to withdraw all or any part of the Offer at any time prior to the issue of the
New Shares at its absolute discretion.

11
Retail Entitlement Offer
This timetable is relevant to participants in the Retail Entitlement Offer. Eligible Institutional Shareholders
should refer to the important dates for the Institutional Entitlement Offer set out on the previous page.
DAT EKEY EVENT
Tuesday,
25 February 2025
Record Date 5.00pm (NZDT)
Thursday,
27 February 2025
Opening Date: Retail Entitlement Offer opens at 9.00am (NZDT)
Monday,
10 March 2025
Closing Date: Retail Entitlement Offer closes at 5.00pm (NZDT)
Thursday,
13 March 2025
Announcement of results of Retail Entitlement Offer
Monday,
17 March 2025
Settlement and allotment of New Shares under the Retail Entitlement Offer
on the NZX Main Board
Monday,
17 March 2025
Trading of New Shares commences on the NZX Main Board
Tuesday,
18 March 2025
Despatch of holding statements for New Shares issued under the
Retail Entitlement Offer
The dates set out in the table above are subject to change and are indicative only. Ryman reserves the
right to alter the timetable (including by extending the closing dates for the Offer or accepting late
Applications, either generally or in particular cases), subject to applicable laws and the NZX Listing Rules.
Ryman reserves the right to withdraw all or any part of the Offer at any time prior to the issue of the
New Shares at its absolute discretion.

12
PART 3
Actions to be taken
by Eligible Shareholders
A. Actions available to
Eligible Retail Shareholders
If you are an Eligible Retail Shareholder, you may:
1. Take up all or some of your Retail Entitlements;
2. Take up all of your Retail Entitlements and apply
for Additional New Shares; or
3. Do nothing.
These options are expanded on below.
Option 1:
Take up all or some of your Retail
Entitlements
You may elect to take up all or some of your
Retail Entitlements to subscribe for New Shares
at the Offer Price.
If you take up only some of your Retail Entitlements:
• you will receive no value for your Retail
Entitlements not taken up; and
• your percentage holding in Ryman will be diluted
as a result of the Entitlement Offer.
To take up all or some of your Retail Entitlements,
you need to apply online at ryman.capitalraise.co.nz
before 5.00pm (NZDT) on the Closing Date
(Monday, 10 March 2025, unless extended). You will
be required to enter your CSN/Holder number which
you hold your Shares under and your Entitlement
number which will be sent to you.
Payment
Payment for your New Shares must be by way
of direct debit.
More detail on payment options is included
in the online Acceptance Form. Cheques will not
be accepted.
Option 2:
Take up all and apply for more
In addition to being able to take up your Retail
Entitlements, if you take up your Retail Entitlements
in full, you may also apply for Additional New Shares
up to a maximum amount of Additional New Shares
equal to 75% of your Entitlement.
If you apply for Additional New Shares, you will need
to pay for both your Retail Entitlements and for the
Additional New Shares that you are applying for
at the Offer Price.
Additional New Shares will be issued at the Offer
Price. It is possible that you may be able to buy
Shares at a lower price than the Offer Price up
to or after the Retail Settlement Date.
The number of Additional New Shares you will receive
will depend on the allocation made to you. Allocations
and any necessary scaling of applications for
Additional New Shares will be determined by Ryman
and the Joint Lead Managers, with the objective of
treating Eligible Retail Shareholders fairly and taking
into account their pro-rata allocation across the
Placement and the Entitlement Offer. If applications
for Additional New Shares are scaled, you may not
receive Additional New Shares in respect of any or
all of your application monies, in which case excess
application monies will be refunded without interest
(subject to a minimum refund amount of NZ$5.00).
Option 3:
Do nothing
If you do not take up any of your Retail Entitlements
(or receive an allocation of New Shares under the
Placement), your shareholding in Ryman will be
diluted by approximately 32% as a result of the Offer.
You will not be able to subscribe for Additional New
Shares in respect of the Retail Entitlements not taken
up. You will receive no value for Entitlements that you
have not taken up.

13
B. Actions available to Eligible
Institutional Shareholders
The Joint Lead Managers will seek to contact
Eligible Institutional Shareholders and advise them
of the terms and conditions of participation in the
Institutional Entitlement Offer and to confirm their
application process.
C. What options do
Ineligible Shareholders have?
Ineligible Shareholders are unable to participate
in the Entitlement Offer.
D. Further information
Enquiries about the Entitlement Offer can be
directed to applications.nz@cm.mpms.mufg.com
or call the Ryman Investor Information Line on
0800 333 974 (toll free within New Zealand) or
+64 9 375 5998 from 8.30am to 5.00pm (NZDT)
Monday to Friday (excluding public holidays), or
contact your broker or your financial, investment
or other professional adviser.
If you have any questions about the number of
New Shares shown in the “Acceptance Form” section
of the Offer Website, or how to make an Application,
please contact the Registrar. Contact details for the
Registrar are set out in Part 6: Directory.
Kevin Hickman Village

14
PART 4
Terms of the
Entitlement Offer
1. The Entitlement Offer
1.1 The Entitlement Offer is an offer of New Shares
under a pro-rata accelerated non-renounceable
entitlement offer (referred to as an ANREO).
1.2 Under the Entitlement Offer, Eligible Shareholders
have an entitlement to subscribe for
1 New Share for every 3.05 Existing Shares
held as at the Record Date (being 5.00pm
(NZDT) on Tuesday, 25 February 2025) at the
Offer Price.
1.3 The number of Entitlements to which an
Eligible Shareholder is entitled to be issued will,
in the case of fractions, be rounded down to
the nearest whole number. Entitlements are not
rounded up to a minimum holding.
1.4 The New Shares issued under the Offer will
be the same class as, and will rank equally
with, Existing Shares which are quoted on the
NZX Main Board. Ryman will take any necessary
steps to ensure that the New Shares are,
immediately after issue, quoted on the
NZX Main Board.
1.5 The Entitlement Offer is a non-renounceable
offer. Eligible Shareholders may take up all,
part or none of their Entitlements. Eligible
Shareholders who take up their Entitlements
in full may apply for Additional New Shares,
up to a maximum amount of Additional
New Shares equal to 75% of their Entitlement.
1.6 Eligible Shareholders who do not take up
any of their Entitlements or receive any
Shares under the Placement and Ineligible
Shareholders will have their shareholding in
Ryman diluted by approximately 32% as a
result of the Offer. Even Eligible Shareholders
who take up their Entitlements in full (but do
not receive any Shares under the Placement
or under the oversubscription facility), will
have their shareholding in Ryman diluted
by approximately 10% as a consequence of
the Placement. No value will be received for
Entitlements that are not taken up.
1.7 Certain Institutional Shareholders and Institutional
Investors in the United States may be invited to
participate in the U.S. Private Placement to be
conducted concurrently with the Offer, and will
be contacted directly by Ryman with the relevant
offer documentation in relation thereto.
2. Offer size
2.1 Ryman expects to raise approximately
NZ$688 million (before costs) through the
Entitlement Offer (as part of a total Offer size
of approximately NZ$1 billion), which is fully
underwritten by the Underwriters.
2.2 The approximate number of New Shares being
offered under the Offer is 328 million New Shares,
representing approximately 47.7% of the
Existing Shares.
2.3 There is no minimum amount that must be raised
for the Offer to proceed.
3. Offer Price
3.1 The Offer Price is NZ$3.05 per New Share and
must be paid in full on application.
3.2 Payment of the Offer Price must be made in
accordance with the online application process.
3.3 Application monies received will be held in
a trust account with the Registrar until the
corresponding New Shares are allotted or the
application monies are refunded. Interest earned
on the application monies will be for the benefit,
and remain the property, of Ryman and will be
retained by Ryman whether or not the issue of
New Shares takes place.
3.4 Any refund of application monies will be made
without interest and within five Business Days
following the Retail Settlement Date or the date
that the decision not to proceed with the Offer
is made (as the case may be). Refunds will not
be paid for any difference arising solely due to
rounding or where the aggregate amount of the
refund payable to the relevant Shareholder is
less than NZ$5.00.

15
4. Decision to participate
4.1 The information in this Offer Document does
not constitute a recommendation to invest in
New Shares and is not financial product advice.
This Offer Document has been prepared without
taking into account the investment objectives,
financial or taxation situation or particular
needs or circumstances of any applicant.
4.2 Before deciding whether to invest in New Shares,
you must make your own assessment of the
risks associated with an investment in Ryman
(including the summary of key risks in
Appendix 3 of the Investor Presentation
(“Key Risks”)), and consider whether such
an investment is suitable for you having
regard to publicly available information
(including the Investor Presentation, Ryman’s
other market releases lodged with NZX) and
the publicly available information referred
to in the “Important Information” section
of this Offer Document under the heading
“Additional information available under
Ryman’s continuous disclosure obligations”),
your personal circumstances and following
consultation with a broker or a financial,
investment or other professional adviser.
You can also access information, including the
Investor Presentation and announcements
regarding the Offer, at www.nzx.com under
the ticker code “RYM”.
5. Withdrawal and late Applications
5.1 Subject to compliance with all applicable laws,
Ryman reserves the right to withdraw the Offer
(or any of the Institutional Entitlement Offer,
Retail Entitlement Offer or Placement, and
irrespective of whether or not all of them are
withdrawn) and the issue of any New Shares
under the Offer, at any time at its absolute
discretion.
5.2 Ryman may accept late Applications and
application monies, either generally or in
particular cases, but has no obligation to do so.
Ryman may accept or reject (at its discretion)
any Application which it considers to have been
completed incorrectly or correct any errors or
omissions in any Application.
5.3 If any Application is not accepted, all applicable
application monies will be refunded without
interest to the relevant Entitlement holder.
Refunds will not be paid where the aggregate
amount of the refund payable to the relevant
Entitlement holder is less than NZ$5.00.
5.4 Once submitted, and subject to all applicable
law, an Application may not be withdrawn
in part or full without Ryman’s prior
written consent.
6. Overview of the Entitlement Offer
6.1 The Entitlement Offer comprises:
(a) the Institutional Entitlement Offer
(which will be conducted alongside the
Placement); and
(b) the Retail Entitlement Offer.
6.2 The Offer comprises both the Placement
and the Entitlement Offer.
7. Purpose of the Offer
7.1 All net proceeds from the Offer will be used
to repay and cancel existing debt, as set out in
further detail in the Investor Presentation.
8. Offer structure
8.1 Ryman has chosen to undertake the Placement
and the Entitlement Offer to raise capital.
The Entitlement Offer is structured as an
accelerated non-renounceable entitlement
offer (referred to as an ANREO).
Best interests of Ryman
8.2 The Board considers that for this offer, the
Placement and ANREO structure is in the best
interests of Ryman, after carefully considering
alternative structures, and weighing the
benefits of this structure against the expected
impact on non-participating Shareholders.
8.3 The Offer size means the Offer is required
(under the NZX Listing Rules) to be primarily
structured as a pro-rata offer to existing
Shareholders (without needing shareholder
approval). As a result, when considering the
Offer structure that would be in the best
interests of Ryman the primary decisions
required by the Board were:
(a) the structure of the Entitlement Offer
and whether it would be renounceable
or non-renounceable; and
(b) the inclusion of the Placement component
in the Offer.

16
8.4 When determining the Offer structure, and after
taking independent expert investment banking
advice from the Joint Lead Managers, the
Board considered a range of factors including:
(a) Execution certainty: Ensuring Ryman
could raise the required capital, while
minimising the prospects of being
unsuccessful due to factors such as
a lack of investor support and/or
failure to secure underwriting (and
sub-underwriting).
(b) Pricing of the Offer: Optimising the offer
price and discount required to encourage
existing shareholder support and attract
further investor support.
(c) Fairness to all Shareholders: Ensuring
all Eligible Shareholders are given the
opportunity to participate in the Offer and
maintain their pro-rata shareholding
in Ryman.
(d) Dilution for non-participating
Shareholders: Minimising the dilutionary
impact to Shareholders who are unable
(or choose not) to participate.
(e) Allocation flexibility: Allowing the
Board the flexibility to (after existing
Shareholders are given the opportunity
to participate on a pro-rata basis) allocate
Shares in a manner that enhances
the prospects of strong aftermarket
performance following announcement
of the Offer and through the Offer period.
Benefits of Offer structure
8.5 The ANREO structure is the most common
pro-rata offer structure utilised by ASX listed
companies (where ANREOs have been allowed
under the ASX Listing Rules for some time) to
raise equity capital, and is also becoming more
commonplace in New Zealand (where ANREOs
have only been permitted more recently) when
combined with a placement, particularly where
the offer size is a significant proportion of
Shares outstanding and therefore minimising
execution risk is a critical consideration. In
comparison to a renounceable pro-rata offer
structure and after careful consideration, the
Placement and ANREO structure was chosen
as the best and fairest alternative for Ryman
and its shareholders for this Offer for the
following reasons:
(a) Lowest execution risk ensuring Ryman
can raise the required capital: The
proposed use of offer proceeds to repay
and cancel existing debt (as required
in connection with the amendments to
Ryman’s lending facilities) means it is
important for Ryman to have certainty
as to the receipt of funds. Accordingly, it
was important that the Placement and the
Entitlement Offer were fully underwritten.
A placement and ANREO can be more
easily underwritten than alternative
pro-rata offer structures as:
(i) including the Placement in the Offer
enables a greater proportion of the
proceeds to be received early in the
process, minimising the market risk
associated with the Offer; and
(ii) the absence of any shortfall
bookbuilds (as seen in renounceable
pro-rata offer structures) enables
greater sub-underwriting support
for the underwriters.
These elements allow the Offer to be
fully underwritten with better pricing for
Ryman than would have been available
for a renounceable offer structure.
Under the Offer, gross proceeds from
the Placement and Institutional
Entitlement Offer are expected to be
received on 3 March 2025 and gross
proceeds from the Retail Entitlement
are expected to be received on
17 March 2025. This means that the
majority of the total gross proceeds
being raised will be received by Ryman
one week after launch. The accelerated
nature of the proposed ANREO means
the period of risk associated with
potential market volatility between the
Entitlement Offer opening and settlement
is reduced, which in turn supports greater
participation by both sub-underwriters
and Eligible Shareholders.

17
(b) Opportunity for all Eligible Shareholders
to participate to maintain pro-rata
shareholding: The pro-rata nature
of an ANREO allows all Eligible
Shareholders to take up at least their
pro-rata portion of the Entitlement
Offer. Eligible Retail Shareholders who
take up all their Entitlements in full
will have the opportunity to mitigate
any dilution to their shareholding as a
result of the Placement by applying for
Additional New Shares forming part of
any shortfall in the Retail Entitlement
Offer – eligible Shareholders applying for
oversubscriptions will receive allocation
priority to offset any dilution as a result of
the Placement (up to a maximum amount
of Additional New Shares equal to 75%
of their Entitlement, subject to allocation
and scaling as set out in Section 11.14 of
Part 4 of this Offer Document). In addition,
Eligible Retail Shareholders who hold their
Shares through a broker relationship will
be able to participate in the Placement,
and all Eligible Retail Shareholders will
be able to apply for Additional New
Shares. An Eligible Shareholder who
takes up their Entitlements in full and
is allocated additional New Shares
(either in the Placement or as part of
the over-subscriptions) equal to at least
46% of their Entitlements, will not be
diluted. Accordingly, while the Placement
is not pro-rata, Eligible Shareholders are
expected to have the opportunity to avoid
or mitigate dilution through participation
in the Placement and/or applying for
Additional New Shares in the Retail
Entitlement Offer.
(c) Likely to better minimise dilution for
non-participating Shareholders:
The Placement and ANREO structure
allows Ryman to better optimise
the discount when compared to a
renounceable pro-rata offer structure
or without a placement, including as
a result of the execution certainty
described above. This helps minimise the
dilutionary impact on non-participating
Shareholders. The Offer structure
also provides certainty to existing
Shareholders as to the price they will pay
to subscribe for New Shares in excess
of their pro-rata entitlement given the
fixed Offer Price, which is the same
price for all investors. In a renounceable
entitlement offer there is no guarantee
that non-participating shareholders would
receive any value for their entitlements
which are not exercised, which could
otherwise offset the increased dilution from
a larger discount.
(d) Minimise risk of poor share price
performance during the Offer period:
As an ANREO structure does not have
a back-end (retail) shortfall bookbuild,
following completion of the Institutional
Entitlement Offer, the only way to acquire
shares is via on-market trading (or by
Eligible Retail Shareholders participating
in the Offer). This compares to an
accelerated renounceable structure,
where buyers (including non-shareholders)
can bid into the retail shortfall bookbuild
and acquire shares for below market
price, introducing the risk of downward
share price performance (often referred
to as an “overhang”) following launch
of the Offer through to settlement of the
Retail Entitlement Offer.
(e) Equivalent treatment of retail and
institutional shareholders:
An ANREO structure treats
non-participating retail shareholders
in the same way as non-participating
institutional shareholders. Under an
accelerated renounceable structure,
non-participating institutional shareholders
may receive a better outcome than
non-participating retail shareholders. This
is because New Shares not taken up by
those non-participating shareholders are
sold in two separate shortfall bookbuilds,
with the institutional bookbuild occurring
first. In practice, the price obtained for
those shortfall shares can be less in the
retail shortfall bookbuild, in particular
in larger offers. As a result, the value
received by non-participating retail
shareholders for any entitlements
not exercised can be less than the
value received by non-participating
institutional shareholders.

18
(f) Opportunity to assist Ryman build a
long-term supportive shareholder base
enhancing the prospects of strong
aftermarket performance: An ANREO,
together with the Placement, gives Ryman
greater flexibility when selecting which
investors are allocated New Shares under
the Placement or any shortfall under the
Entitlement Offer, when compared to a
renounceable pro-rata offer structure.
This allows allocations of New Shares
under the Placement, and attributable to
Unexercised Institutional Entitlements,
to be prioritised to high-quality investors
who are supportive of Ryman’s strategy
and who will further strengthen the
shareholder base as Ryman continues
its transformation. Allocation to these
Shareholders is also expected to
support the company over the long term,
enhancing the prospects of stronger
aftermarket performance of the Shares,
providing a benefit to all Shareholders.
Impact of non-participation in the Offer
8.6 The Offer structure selected means that
non-participating Shareholders will have their
shareholding diluted and will not receive any
value for their Entitlements. If a Shareholder
does not participate in either the Placement
or Entitlement Offer, their shareholding will
be diluted by approximately 32%. Ryman
has obtained foreign securities law advice
confirming that overseas Shareholders holding
approximately 99% of its Shares will be eligible
to participate in the Entitlement Offer. Any
Ineligible Shareholders would equally have
been unable to participate in a renounceable
pro-rata offer structure.
8.7 The level of dilution suffered by Shareholders
who do not participate in the Placement
or Entitlement Offer (including Ineligible
Shareholders) is expected to be less under
this Offer structure due to the ability to
better optimise pricing, when compared
to a renounceable pro-rata offer structure.
Unless an Eligible Shareholder takes up their
Entitlements in full and applies for, and is
allocated, a number of additional New Shares
equal to at least 46% of their Entitlements,
their shareholding in Ryman will be diluted as a
consequence of the issue of New Shares under
the Placement and Entitlement Offer.
Expert advice obtained
8.8 Ryman has obtained independent expert
investment banking advice from Craigs, Forsyth
Barr and Jarden in relation to the merits of the
Offer structure, which is consistent with the
explanation above as to why a Placement and
ANREO structure has been selected and is in
the best interests of Ryman. Although Craigs,
Forsyth Barr and Jarden are acting as the Joint
Lead Managers (and Underwriters) to the Offer,
Ryman and its Board concluded that it was still
appropriate that they provide this advice in
these circumstances, as the advice was given
in a manner that considers the best interests
of Ryman and the interests of all Shareholders,
generally. To the maximum extent permitted
by law, Craigs, Forsyth Barr and Jarden do not
accept any liability to Shareholders in relation
to the contents of this Offer Document or the
choice of Offer structure by the Board.
9. Quotation on the NZX Main Board
9.1 Ryman will take any necessary steps to ensure
that the New Shares are, immediately after
issue, quoted on the NZX Main Board.
9.2 The New Shares will be quoted on the
NZX Main Board. The NZX Main Board is a
registered market operated by NZX (which is
a licensed market operator regulated by the
FMCA). NZX does not accept any responsibility
for any statement in this Offer Document. The
fact that NZX may approve the New Shares for
quotation is not to be taken in any way as an
indication of the merits of Ryman.
9.3 You cannot trade in any New Shares issued to
you pursuant to this Entitlement Offer, either
as principal or agent, until quotation of the New
Shares on the NZX Main Board in accordance
with the NZX Listing Rules.
9.4 Ryman expects that trading on the NZX Main
Board of the New Shares issued under:
(a) the Institutional Entitlement Offer and
Placement will commence on Monday,
3 March 2025; and
(b) the Retail Entitlement Offer will
commence on Monday, 17 March 2025.

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10. Institutional Entitlement Offer
Overview of the Institutional
Entitlement Offer
10.1 Ryman is offering Eligible Institutional
Shareholders the opportunity to subscribe
for 1 New Share for every 3.05 Existing Shares
held as at the Record Date at the Offer Price.
This ratio and the Offer Price are the same
as for the Retail Entitlement Offer. The Joint
Lead Managers will seek to approach Eligible
Institutional Shareholders, who may take up all,
part or none of their Entitlements.
10.2 The Institutional Entitlement Offer will be
conducted alongside the Placement and opens
at 9.00am (NZDT) on Monday, 24 February
2025 and closes at 4.00am on Tuesday, 25
February 2025 (subject to Ryman’s right to
modify these dates and times).
10.3 Institutional Entitlements will not be quoted and
cannot be traded on the NZX Main Board or
privately transferred.
Eligibility under the Institutional
Entitlement Offer
10.4 The Institutional Entitlement Offer is only
open to Eligible Institutional Shareholders.
Ryman and the Joint Lead Managers will
determine the Shareholders who will be treated
as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to
whom an offer of New Shares will be made
under the Institutional Entitlement Offer. In
exercising their discretion, Ryman and the
Joint Lead Managers may have regard to
a number of matters, including legal and
regulatory requirements and logistical and
registry constraints. Ryman and the Joint Lead
Managers will also agree on which Shareholders
will be treated as Ineligible Institutional
Shareholders.
10.5 To the maximum extent permitted by
law, Ryman, the Joint Lead Managers, the
Underwriters and each of their respective
related bodies corporate and affiliates,
including in each case their respective
directors, officers, partners, employees,
representatives and agents, disclaim any
duty, responsibility or liability (including for
negligence) in respect of the exercise of
their discretion to determine the eligibility
of Shareholders for the purposes of the
Institutional Entitlement Offer.
10.6 Ryman reserves the right to reject any
application for New Shares under the
Institutional Entitlement Offer that it considers
comes from a person who is not an Eligible
Institutional Shareholder.
Acceptance of Entitlement under the
Institutional Entitlement Offer
10.7 The Joint Lead Managers may seek to
contact Eligible Institutional Shareholders to
inform them of the terms and conditions of
participation in the Institutional Entitlement
Offer and seek confirmation of their
Institutional Entitlements under the Entitlement
Offer. Applications for New Shares by Eligible
Institutional Shareholders can only be made in
accordance with that process.
10.8 New Shares attributable to the Institutional
Entitlements that are not taken up by Eligible
Institutional Shareholders, or that would
have been issued to Ineligible Institutional
Shareholders had they been entitled to
participate, will be offered for sale at the Offer
Price to Institutional Investors (including Eligible
Institutional Shareholders) by the Joint Lead
Managers alongside the offer of New Shares
under the Placement or allocated as Ryman
and the Joint Lead Managers may otherwise
agree.
10.9 Allocations and any necessary scaling of
applications for such New Shares will be
determined by Ryman and the Joint Lead
Managers with the objective of treating Eligible
Institutional Shareholders fairly and taking into
account their pro-rata allocation across the
Placement and the Entitlement Offer. Ryman
and the Joint Lead Managers retain discretion
to scale individual bids for Additional New
Shares on a differential basis.
Settlement of the Institutional
Entitlement Offer
10.10 Settlement of the Institutional Entitlement Offer
will occur on the Institutional Settlement Date
together with Settlement of the Placement
in accordance with arrangements advised by the
Joint Lead Managers. Each investor remains
responsible for ensuring its own compliance with
the Takeovers Code and other applicable law.