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Ryman Healthcare 2025 Governance Presentation

Board Change15 July 2025RYMHealthcare

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.