Ryman Healthcare 2025 Governance Presentation
Presented July 2025
All figures in this presentation are in New Zealand dollars (NZD) and are at 31 March 2025 or for the twelve months ended 31 March 2025, unless otherwise stated.
RYMAN HEALTHCARE
2025 Governance
Presentation
RYMAN HEALTHCARE | 2025 Governance Presentation2
Ryman at a glance
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 15,000 residents
Open villages
49
NZ: 40 | AU: 9
(includes 7 villages
under construction)
Retirement village units
9,777
NZ: 8,290 | AU: 1,487
Residents
15,156
NZ: 12,921 | AU: 2,235
A market leader
#1
Largest retirement village and
aged care operator in NZ
(by the number of existing
units and number of aged
care beds in NZ)
Sites under construction
7
NZ: 4 | AU: 3
(all open and
under construction)
Aged care beds
4,700
NZ: 3,941 | AU: 759
Team members
7,778
NZ: 6,231 | AU: 1,547
A trusted brand
Reader’s Digest
Most Trusted Brand
for the 11
th
time
RYMAN HEALTHCARE | 2025 Governance Presentation3
Strong foundations for transformation
Substantial Board, Executive and Governance changes
Board of directorsExecutive teamGovernance
•Dean Hamilton commenced as
independent Chair in July 2023
•Board refresh with five new directors
appointed since June 2023
•Refreshed skillset at Board level bringing
extensive commercial, financial and
development experience
•All directors are independent
•Dean Hamilton stepped into Executive
Chair role while the Chief Executive
Officer (CEO) search was underway
(April 2024 to November 2024)
•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’
•Marie Bonnemaison joined as Chief
Strategy and Corporate Development
Officer (new role) in January 2025
•Matthew Prior joined as Chief Financial
Officer in July 2025
•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
One Ryman
RYMAN HEALTHCARE | 2025 Governance Presentation4
External auditor independence
policy published in December 2023
PwC Auckland appointed as
external auditor in June 2024
First PwC audit completed for FY25,
with an unqualified audit opinion
Resetting our financial reporting
Ryman has completed an extensive Board-led review of its financial reporting over the past 18 months
GovernanceReportingTransparency
Independent review of Ryman
financial reporting against best
practice, identifying several areas
for improvement
Key accounting policies reviewed
and updated in FY24 and FY25
reporting cycles
Greater comparability with other
operators in the sector
Significant improvement in
disclosure within financial
statements and investor
presentation
New metrics introduced, focussed
on operational and cash flow
performance
Commitment to continue
enhancing disclosures
RYMAN HEALTHCARE | 2025 Governance Presentation5
Key accounting policies updated
Extensive work undertaken across valuations, DMF recognition and cost capitalisation
DescriptionEffective
1
Transitioned to a full external independent valuation which removed key
director judgements and adjustments previously applied to the valuation
Mar 24
Sep 24
2
Removal of an allowance included in PPE for valueprovided by the aged
care facility to independent residents. Reduction in PPE value offset by
increase in investment property value
Mar 24
3
Recognised imputed interest on aged care RADs as revenue, reflecting
non-cash consideration. Corresponding interest charge also recognised
Mar 24
4
Removal of ‘near complete’ concept and alignment of valuation
population to completed stock
Sep 24
5
Moving the recognition point for ORAs to when a resident takes occupation
of a unit
1
, aligning closer to cash flow, and enhancing comparability with
peers
Sep 24
6
Development land now classified as investment property and held at fair
value (previously classified as PPE held at cost) plus capitalised WIP subject
to impairment testing
Sep 24
7
Consistent with development land, assets held for sale now apply the
measurement criteria for investment property and are held at fair value
(previously fair value less costs to sell)
Sep 24
8
Recognising DMF revenue over 9 years for independent units and 4.5 years
for serviced apartments (previously 7 years and 3 years respectively),
aligned with updated expected tenure based on statistical modelling
Sep 24
1: Occupation advances for resale units were previously recognised when a resident signed an application form. Occupation advances for new sales units were previously recognised when both an application form had been
signed, and the retirement unit had been deemed ‘near complete’ (meeting the threshold for inclusion in the investment property valuation). 2: Refer to Note 12 in FY25 Consolidated Financial Statements
DescriptionEffective
9
Review of cost capitalisation policy, resulting in a reduced pool of eligible
support services costs and a new methodology for cost allocations
Mar 25
10
All aged care facilities are now valued when they are completed
(previously after a full financial year of operation)
Mar 25
11
Internally generated care goodwill is now excluded from the aged care
(PPE) carrying value. Independent valuation now aligned to land and
building values (previously reflected a freehold going concern approach)
Mar 25
12
Removal of gross-up for refundable accommodation deposits from aged
care (PPE) carrying value
Mar 25
13
Impairment reviews of land bank WIP, aged care facilities in development
and intangible assets, reducing carrying values
Mar 25
14
Repaid resales stock identified and ‘in-one-line’ valuation performed with a
discount for profit and risk
Mar 25
15
Deferred tax asset recognised to the extent that it offsets existing deferred
tax liabilities (previously fully recognised up to Mar 2024)
Mar 25
The accounting changes outlined above were extremely complex in terms
of scope and technicality. Subsequent to year-end, an issue has been
identified in the FY25 financial statements with respect to the investment
property valuation
2
. The issue relates to suspended contributions, where the
full balance has been included within NZ IAS 40 adjustments. Due to a
change in valuation approach implemented in the FY25 period, a subset of
these suspended contributions has also been reflected in the operators
interest (external valuation) resulting in a net overstatement of $77 million
(equivalent to 7.6cps of NTA) in the carrying value of investment property.
The issue will be addressed as part of the half year results in November 2025.
n/a
RYMAN HEALTHCARE | 2025 Governance Presentation6
Reset capital structure
•Net interest-bearing debt reduced by $840 million to $1,665 million (March 2024: $2,505)
•Annualised interest savings of $50–$55 million expected from FY26
•Gearing reduced from 37.3% to 28.1%
•Facility headroom of $523 million at 31 March 2025
•Simplified debt book with repayment of ITL in March 2025
Lender support
•18-month waiver of ICR covenant with testing to occur next at 30 September 2026
•Provides flexibility to undertake operational reset and manage the business to optimise
cash generation
•Intention to further optimise the overall debt funding structure and strategy in FY26
Commitment to ASX listing
and dividend review
•Consistent with previous communications, the Board remains committed to reviewing capital
management and dividend policies in FY26
•ASX foreign-exempt listing planned in 1H26
Decisive action to reset balance sheet
$1.0 billion equity raise enhanced financial stability and resilience in the current market
RYMAN HEALTHCARE | 2025 Governance Presentation7
FY25 financial performance
Cash flow from
development activity (CFDA)
1,2
$24.4m
Up $196.3m | FY24: ($171.9m)
Cash flow from existing
operations (CFEO)
1,2
($118.6m)
Down -$103.6m | FY24: ($15.0m)
Operating revenue
1,2
$771.1m
+12.1% | FY24: $687.6m
IFRS profit before tax and fair
value movements (PBTF)
1,2
($384.6m)
Down -$141.8m | FY24: ($242.8m)
Net profit after tax
(NPAT)
1,2
($436.8m)
Down -$267.1m | FY24: ($169.7m)
NTA per share
418.2 cps
-82.9 cps | March 2024: 501.1cps
(601.5cps pre restatement)
Operating EBITDAF
1,2
$45.5m
+207% | FY24: $14.8m
Net interest-bearing
Debt
1,2
$1,665m
-$840m | March 2024: $2,505m
Gearing: 28.1% | March 2024: 40.1%
Free cash flow
1,3
($94.2m)
+$92.7m | FY24: ($186.9m)
Reported profit impacted by restatements, impairments and one-off items, core operating performance improving
1: The metric is classified as non-GAAP, meaning it does not adhere to a standardised definition under 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. 2: Prior period restated due to new accounting policies. 3: ITL cash break costs of $19.0 million excluded for consistency with free cash
flow guidance provided at the time of the equity raise (refer to slide 34 of the FY25 results presentation for reconciliation).
7
RYMAN HEALTHCARE | FY25 Results Presentation
RYMAN HEALTHCARE | 2025 Governance Presentation8
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
12
3
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.
RYMAN HEALTHCARE | 2025 Governance Presentation9
460
464
301
27
101
290
74
120
359
561
685
950
FY23FY24FY25
CareServicedIndependent
Selling down stock is a key priority
Record build delivery in FY25, with high
proportion of care beds and serviced RV units
RV unit stock building through lower sales and
high delivery of serviced RV units
821
974
1,239
1,522
1,574
1,523
FY23FY24FY25
RV unit stockRV unit sales (settled ORAs)
RV units:
Significant opportunity for release of cash with over $700 million of new sales stock and paid out resales stock
RYMAN HEALTHCARE | 2025 Governance Presentation10
Our sustainability progress
We remain committed to sustainability across all aspects of our business including environmental, social and
governance
Environment
•2025 Climate-Related Disclosures (CRD) Report released and
assured by PwC
•Secured a GreenPower renewable energy contract
with Origin Energy in Australia
•Solar farm in Northland where Ryman has a power purchase
agreement for 100% of the electricity generated is nearing
completion
•Scope 1 and 2 (market-based) emissions reduction of 41% in
FY25 from FY21 baseline
Social
•First Modern Slavery Statement published September 2024
•First Reconciliation Action Plan (RAP) officially endorsed and
published by Reconciliation Australia in September 2024
•Diversity, equity and inclusion: 57% female representation in the
Senior Executive Team, slightly below 30% at Board. No gender
pay gap across all team members in New Zealand, and in Australia
a gender pay gap of 0.45% in favour of female employees
Governance
•Refer earlier slides around improvements to governance
RYMAN HEALTHCARE | 2025 Governance Presentation11
Executive remuneration
Linked to company performance and shareholder value creation
Structure
FY25 STI
•Package comprises fixed remuneration (base
salary and applicable KiwiSaver of superannuation),
short-term incentive (STI) and a long-term
incentive (LTI)
•The STI is 50% of base remuneration with a stretch
target of 120% (equivalent to 60% of base salary)
•LTI is 3-year vesting performance share rights
equivalent to 40% of base remuneration (100%
in respect of the CEO), with two equally weighted
performance measures:
1.50% absolute total shareholder return
(compared against cost of equity + 2.5% for
full vesting). Cost of equity independently
determined by EY as 11.9% for FY26 entitlements
(FY25: 10.9%)
2.50% relative total shareholder return
(requirement to be in the top 25% of S&P/NZX50
index participants for full vesting)
•Minimum shareholding plan which SET are required
to build over time, and maintain, with a minimum
holding in the Company’s ordinary shares
equivalent to 50% of their annual base salary (100%
in respect of the CEO)
•Executive Chair pay of $100,000 per month
for period in role during FY25 with 33% of post-tax
remuneration invested in Ryman shares.
•Based on 60% financial performance, 25% individual performance and 15% on resident
satisfaction, health and safety and sustainability
•Given the financial performance of the Company, the Board exercised its discretion to
only make payment in respect of the 15% of STI relating to resident satisfaction, health
and safety and sustainability, recognising the importance of maintaining a focus on
these aspects of performance through a period of change
•Incoming CEO Naomi James, who commenced in November 2024, has declined any
STI payment given the financial performance of the Company and recognising the
financial outcomes experienced by shareholders over the last 12 months
FY26 STI
•A new Company STI scorecard will be used, with pay-out based on individual
performance. The scorecard includes:
1.Financial targets (80% weighting) relating to cash flow from existing operations, cash
flow from development operations, vacant retirement unit stock, ORA pay out
balance and cash improvements in operating performance (with over 90% relating
to targeted expenditure reductions)
2.Non-financial measures (20% weighting) relating to safety, resident/family NPS and
high-performance development
•The CEO’s STI will be determined against the Company scorecard (90%) and on
strategy and growth (10%), with the target to develop a Board-approved growth
strategy and to transition the company’s design, development and construction
function to a predominantly outsourced model
RYMAN HEALTHCARE | 2025 Governance Presentation12
Board of directors – all independent
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
Anthony Leighs
NON-EXECUTIVE
DIRECTOR
Joined: October 2018
Paula Jeffs
NON-EXECUTIVE
DIRECTOR
Joined: November 2019
Scott Pritchard
NON-EXECUTIVE
DIRECTOR
Joined: November 2024
Elected in prior
years
Up for re-election
at 2025 ASM
Retiring at
2025 ASM
Five new directors appointed since June 2023, one additional director to be appointed
Will look to replace over next 12 months
RYMAN HEALTHCARE | 2025 Governance Presentation13
Board committees
1: Temporary committee established to instigate and manage the process for the Board to appoint a new Chief Executive Officer on behalf of the Board, for the period of 21 April 2024 to 16 September 2024.
2: Temporary committee established to oversee Dean Hamilton’s performance as Executive Chair, for the period of 21 April 2024 to 29 November 2024. 3: Kate Munnings added to committee on 1 April 2025.
3
Standing committees
CommitteeMembers at 31 March 2025Members at 31 March 2024
Audit, Finance and Risk
James Miller (Chair)James Miller (Chair)
Dean HamiltonGeoffrey Cumming
Anthony LeighsDean Hamilton
David PitmanClaire Higgins
Anthony Leighs
People, Safety and Remuneration
Paula Jeffs (Chair)Paula Jeffs (Chair)
Dean HamiltonDean Hamilton
Kate MunningsClaire Higgins
Scott PritchardAnthony Leighs
Clinical Governance
Kate Munnings (Chair)Paula Jeffs (Chair)
Paula JeffsClaire Higgins
Dr Bernadette Eather (external advisor)Kate Munnings
Prof. Tim Wilkinson (external advisor)Dr David Kerr (resigned)
Prof. Tim Wilkinson (external advisor)
Governance and Nominations
3
Dean Hamilton (Chair)Dean Hamilton (Chair)
Anthony LeighsGeoffrey Cumming
James MillerAnthony Leighs
James Miller
FY25 temporary committees
CommitteeMembers during FY25
Chief Executive Officer Search committee
1
Paula Jeffs (Chair)
Kate Munnings
Dean Hamilton
Anthony Leighs
Executive Chair Oversight committee
2
Paula Jeffs (Chair)
James Miller
Anthony Leighs
RYMAN HEALTHCARE | 2025 Governance Presentation14
Board skills matrix
GovernanceExperience of governance through Board appointments at other organisations
or through former Chief Executive Officer experience.
•••••
Executive leadershipFormer Chief Executive Officer or senior executive with excellent track record of
growing value, leading with purpose, and developing and executing strategy.
••••••
Finance, accounting
and taxation
Finance and accounting experience with large companies. May hold a
recognised accounting qualification. Skills to chair the Audit, Finance and
Risk committee.
•••
Risk managementRisk management experience developed through either leadership or
governance roles at similar-sized organisations.
•••••••
Property and
construction
Experience in successfully leading property and construction companies
or performing governance roles for companies in the sector. Skills to support
and challenge new site-investment decisions and build programme.
••••
Health and safetyExperience in the development of health, safety and wellbeing frameworks and
risk-management tools at large organisations.
•••••••
Health, clinical and
aged care
Leadership or governance experience across the health and aged
care sector.
•••
Digital and technologyExperience in the implementation of digital transformation or new digital
product development in the health and aged care sectors.
••
Human resourcesLeadership experience in the development and implementation of people and
culture programmes at large organisations.
•••••
StrategyExperience of strategic oversight, including the development and
implementation of strategic plans for organisations of similar scale and
complexity.
•••••••
Climate changeKnowledge, skills and experience to support the oversight of climate-related risks
and opportunities and strategy development.
•••
RYMAN HEALTHCARE | 2025 Governance Presentation15
Board remuneration
Structure
•The current director fee pool, approved by
shareholders in 2021, is $1,500,000
•Minimum share purchase plan requires
directors to acquire shares, equivalent to their
annual base director fees within the first five
years of appointment
Remuneration breakdown
Director holdings of ordinary shares
1: Shares held by Leighs Group Limited. 2: 13,393 shares held by David Pitman personally, and 40,850 held by Starbright Horizons Pty Ltd (of
which David Pitman is a director and shareholder), which is the registered holder as trustee of the Pitman Family Trust, of which David Pitman
is a beneficiary.
Director31 March 202431 March 2025
Dean Hamilton-54,194
Anthony Leighs
1
38,83871,489
Paula Jeffs18,62540,363
James Miller10,44015,420
Kate Munnings-39,172
David Pitman
2
-54,243
Scott Pritchard-15,736
Governance bodyPositionFee for reporting period
Board
Chair300,000
Director110,000
Audit, Finance and Risk committee
Chair20,000
Member10,000
People, Safety and Remuneration committee
Chair20,000
Member10,000
Governance and Nominations committee
Chair20,000
Member10,000
Clinical Governance committee
Chair20,000
Member10,000
Share purchase plan aligns board remuneration with shareholder value creation
RYMAN HEALTHCARE | 2025 Governance Presentation16
2025 Annual Shareholders Meeting resolutions
Resolution 1Auditor’s remuneration
That the Board be authorised to fix the remuneration of PwC as auditor of Ryman Healthcare
Limited for the ensuing year.
Resolution 2Re-election of director Scott Pritchard
That Scott Pritchard be re-elected as a director of Ryman Healthcare Limited.
RYMAN HEALTHCARE | 2025 Governance Presentation17
Disclaimer
This presentation has been prepared by Ryman
Healthcare Limited and its group companies
("Ryman") for informational purposes.This
disclaimer applies to this document and the
verbal or written comments of any person
presenting it.
This presentation should be read in conjunction
with all other material which we have released, or
may release, to NZX from time to time. That
material is also available on our website at
rymanhealthcare.com
.
Purpose of this presentation
This presentation isnot an offer of financial products, or a proposal or invitation to make
any such offer.It is not investment advice, or any otheradvice, or a recommendation in
relation to financial products, and does not take into account any person’s individual
circumstances or objectives. Every investor should make an independent assessment of
Ryman on the basis of expert financial advice.
Forward-looking statements
This presentation contains forward-looking statements and projections.These reflect our
current expectations, based on what we think are reasonable assumptions.However, any
of these forward-looking statements or projections may be materially different due to a
range of factors and risks. Ryman gives no warranty or representation as to our future
financial performance or any future matter.Actual results may differ materially from those
projected.Except as required by law or the NZX Listing Rules, Ryman undertakes no
obligation to update any forward-looking statements whether as a result of new
information, future events, or otherwise.
Non-GAAP information
A number offinancial measures used in this presentation are based on non-Generally
Accepted Accounting Practice (GAAP) measures which do not have a standardised
meaning prescribed by GAAP. You should not considerany of these financial measures in
isolation, or in substitution for the information provided in the financial statements for the
year ended 31March 2025.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.