Capital Change – Placement & Institutional Entitlement

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NZX RELEASE

3 March 2025


Capital Change Notice for Placement and Institutional Entitlement Offer

Ryman Healthcare Limited (Ryman) (NZX: RYM) provides the attached Capital Change
Notice pursuant to NZX Listing Rule 3.13.1. This notice relates to the issue of an aggregate
total of 236,409,637 new ordinary shares (New Shares) under the institutional placement
(Placement) and the institutional component (Institutional Entitlement Offer) of the
accelerated non-renounceable entitlement offer (Entitlement Offer), as announced on
24 February 2025 (Offer).

Aggregate gross proceeds of approximately $721 million have been raised under the
Placement and Institutional Entitlement Offer, with approximately $280 million being raised
under the retail component of the Entitlement Offer (Retail Entitlement Offer).

Placement participation and allocations
For the purpose of NZX Listing Rule 4.17.9(c), and having regard to the objectives which
supported Ryman's choice of offer structure (being the Placement and Entitlement Offer):
(a) Ryman invited existing eligible institutional shareholders in each of the material
jurisdictions to participate in the Placement, together with other institutional
investors and brokers representing eligible retail investors.

(b) Ryman’s objectives for allocations under the Placement were primarily to:

(i) treat existing eligible shareholders fairly, taking into account their pro-rata
allocation across the Placement and the Entitlement Offer;
(ii) use best efforts to allocate to eligible institutional shareholders a minimum of
their pro-rata equivalent of the Placement component of the Offer or any
lower amount bid for; and
(iii) following allocations to eligible institutional shareholders in accordance with
paragraph (b)(ii) above, allocate taking into consideration existing
shareholdings, potential to be a long term and supportive shareholder and
levels of support for the Offer (including the size and timeliness of demand).

Final allocation decisions were made by Ryman together with Craigs Investment Partners
Limited, Forsyth Barr Limited and Jarden Securities Limited, in their capacity as Joint Lead
Managers of the Offer.

There were no significant exceptions or deviations from the objectives and criteria set out
above. All existing eligible institutional shareholders who bid for their pro-rata allocation of
the Placement were allocated at least that amount of New Shares.
Retail Entitlement Offer
Ryman reminds shareholders that the Retail Entitlement Offer closes at 5.00pm (NZDT) on
Monday, 10 March 2025. The Retail Entitlement Offer is available to eligible retail
shareholders at the same offer price as the Institutional Entitlement Offer of $3.05 per New
Share. Eligible retail shareholders can apply at ryman.capitalraise.co.nz.
Eligible retail shareholders who have taken 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, which will assist those who wish to do so to mitigate any dilution by the
Placement (subject to available shortfall).
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. 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.

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Capital Change Notice




Section 1: Issuer information
Name of issuer Ryman Healthcare Limited
NZX ticker code RYM
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZRYME0001S4
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 236,409,637 ordinary shares, being:
• 102,622,950 ordinary shares
issued under the placement
announced on 24 February 2025
(Placement); and
• 133,786,687 ordinary shares
issued under the institutional
component of the underwritten
accelerated non-renounceable
entitlement offer announced on 24
February 2025 (Institutional
Entitlement Offer)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$3.05
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number
of Financial Products of the Class, excluding any
Treasury Stock, in existence)
34.380%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
Issue of ordinary shares under the
Placement and Institutional
Entitlement Offer announced on 24
February 2025.
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
924,051,375 ordinary shares.
No ordinary shares are held as
Treasury Stock.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant
to which the issue, acquisition, or redemption is made
Board resolution dated 23 February
2025.
The Placement is made pursuant to
NZX Listing Rule 4.5.1 and the
accelerated entitlement offer is made
pursuant to NZX Listing Rules 4.3.1(a)
and 4.4.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of ordinary shares which rank
equally with all other fully paid
ordinary shares in Ryman Healthcare
Limited.
Date of issue/acquisition/redemption 03/03/2025
Section 3: Authority for this announcement and contact person
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

03/03/2025