Amendments to Bond Trust Deed

RYMAN HEALTHCARE LIMITED 1
NZX & ASX RELEASE
Amendments to Bond Trust Deed
19 March 2026
Ryman Healthcare Limited (Ryman) has amended its Master Trust Deed dated 24 November 2020
(as amended from time to time) (Master Trust Deed) under which Ryman has issued its senior
secured bonds with the NZX ticker code RYM010. The amendments update certain definitions
relating to the guaranteeing group coverage covenant, to align with the equivalent definitions in
Ryman’s bank facility agreement.

A copy of the amending deed is attached and will shortly be available at
www.rymanhealthcare.co.nz/investors/bonds.


ENDS

Authorised by
Morgan Powell
General Counsel

About Ryman
Founded in Christchurch in 1984, Ryman Healthcare is New Zealand’s largest retirement living and
aged care provider, and the leading integrated retirement living and aged care operator in
Victoria. Dual listed on the NZX and ASX, Ryman owns and operates 49 integrated retirement
villages across New Zealand and Australia, providing homes to over 15,000 residents and employing
7,800 dedicated team members.

Ryman’s villages provide a fully integrated continuum of care, bringing together independent
living, assisted living, and aged care services within a single community. This model offers residents
choice, continuity, and a genuine home for life experience as their needs change, while giving
families confidence and peace of mind. Committed to high standards of quality and service,
Ryman delivers exceptional living and care experiences alongside long-term value for residents,
families, and shareholders.



Contacts
For investor relations information
Hayden Strickett, Head of Investor Relations
hayden.strickett@rymanhealthcare.com


For media information
Sarah Greig, GM Corporate Affairs &
Communication
sarah.greig@rymanhealthcare.com

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100720665/3473-2151-3798.2 1
AMENDMENT DEED RELATING TO A MASTER TRUST DEED
Date: 18 March 2026
PARTIES
Ryman Healthcare Limited (the Issuer)
Public Trust (the Supervisor)
BACKGROUND
A The Issuer and the Supervisor are parties to a master trust deed dated 24 November
2020 (as amended from time to time and as most recently amended on 13 February
2024) (the Master Trust Deed).
B The Issuer recently amended certain definitions relating to its Guaranteeing Group
Coverage Covenant in its syndicated facility agreement.
C The parties to this deed have agreed to amend the terms of the Master Trust Deed on
the terms and conditions set out in this deed to reflect such definitional changes in
relation to the equivalent Guaranteeing Group Coverage Covenant in the Master Trust
Deed.
D The amended Master Trust Deed will apply to the existing Retail Series 2020-1 issued
by the Issuer pursuant to the Master Trust Deed in November 2020, currently quoted
on the NZX Debt Market under the ticker code RYM010 (the Existing Retail Series), and
to any future bonds issued under the Master Trust Deed (as amended by this deed).
E Clause 11.3(b) of the Master Trust Deed permits an amendment without the consent of
Holders if the Supervisor is satisfied that such amendment does not have a material
adverse effect on Holders.
F For the purposes of clause 11.3(b) of the Master Trust Deed, and in relation to the
Existing Retail Series:
F.1the Supervisor is satisfied that the amendments contained in this deed do not
have a material adverse effect on the Holders; and
F.2as required under section 108(2)(b) of the Financial Markets Conduct Act 2013,
the Supervisor has certified that the Master Trust Deed, as amended by this
deed, will comply with sections 104 to 106 of that Act.
THE PARTIES AGREE as follows:
1 INTERPRETATION
In this deed, unless the context requires otherwise, words and expressions defined, and
references construed, in the Master Trust Deed (as amended by this deed) and not
otherwise defined or construed in this deed have the same meanings and constructions
when used in this deed.

100720665/3473-2151-3798.2 2

2 AMENDMENT
With effect on and from the date of this deed, the Master Trust Deed is amended as
follows.
(a) The Guaranteeing Group Coverage Covenant in clause 14.1(b) of Schedule 1 to
the Master Trust Deed (Financial Covenants) is deleted and replaced with the
following covenant:

“Guaranteeing Group Coverage Covenant: the Total Tangible Assets and
Adjusted EBITDA of the Guaranteeing Group for the last twelve months must
represent not less than 90% of the Total Tangible Assets and Adjusted EBITDA of
the Group taken as a whole for the last twelve months.”

(b) In clause 22 of Schedule 1 to the Master Trust Deed (Definitions), each of the
following defined terms is inserted in appropriate alphabetical order and (where
applicable) any existing definition of the same term is deleted:

“Accommodation Bonds means all refundable accommodation bonds, refundable
accommodation deposits or other refundable deposits (however defined) held by
the Issuer or any Guarantor in connection with any aged care facility regulated
by the Aged Care Act 1997 (Cth) or the Health and Disability Services (Safety)
Act 2001.”

“Adjusted EBITDA means in respect of a group and a period ending on a date,
the aggregate amount of net profit or loss (which shall be expressed as a
negative amount) after tax of the group for that period which would be disclosed
by consolidated financial statements of the group if they were prepared as at
that date for that period in accordance with NZ GAAP after:
(a) excluding (to the extent not already excluded):
(i) any deduction or contribution in respect of income tax;
(ii) to the extent included, any fair value movement in property
(including Investment Property, and property, plant and
equipment relating to aged care) for that period;
(iii) unrealised foreign exchange gains and/or interest rate hedging
instrument gains relating to that period;
(iv) the non-cash element of all Deferred Management Fees;
(v) gains of a capital nature, to the extent such gains have been
included in profit in respect of the period;
(vi) any deduction in respect of extraordinary or abnormal items
(including but not limited to non-recurring restructuring costs)
for that period; and
(vii) any contribution in respect of extraordinary or abnormal items
for that period; and

100720665/3473-2151-3798.2 3

(b) adding back (to the extent not already included):
(i) gross resales margin on the settlement of occupation right
agreements;
(ii) any deduction in respect of Interest Expense for that period;
(iii) amortisation of any goodwill, any intangible assets and any
acquisition costs during that period;
(iv) any depreciation on fixed assets of the group for that period;
(v) unrealised foreign exchange and/or interest rate hedging losses
relating to that period; and
(vi) losses of a capital nature, to the extent such losses have been
charged against such profit in respect of that period.”
“Deferred Management Fees means, in relation to a Resident and a Unit, the
portion of the purchase price for an occupation right payable by that Resident for
the continued maintenance and management at a retirement village and aged
care facility (which portion is amortised over a period determined by the Issuer
or relevant Guarantor), as set out in the occupation rights agreement entered
into by that Resident.”

“Financial Indebtedness means any indebtedness for or in respect of:
(a) moneys borrowed and any debit balance at any bank or other financial
institution;
(b) any amount raised by acceptance under any acceptance credit, bill
acceptance or bill endorsement facility or dematerialised equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of
bonds, notes, debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with NZ GAAP, be treated as a
balance sheet liability (other than any liability in respect of a lease or
hire purchase contract which would, in accordance with NZ GAAP in
force prior to 1 January 2019, have been treated as an operating lease);
(e) receivables sold or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);
(f) any redeemable shares or units where the holder has the right, or the
right in certain conditions, to require redemption;
(g) any amount raised under any other transaction (including any forward
sale or purchase agreement) of a type not referred to in any other
paragraph of this definition having the commercial effect of a
borrowing;

100720665/3473-2151-3798.2 4
(h)consideration for the acquisition of assets or services payable more than
90 days after acquisition;
(i)any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the marked to
market value (or, if any actual amount is due as a result of the
termination or close-out of that derivative transaction, that amount)
shall be taken into account);
(j)any counter-indemnity obligation in respect of a guarantee, indemnity,
bond, standby or documentary letter of credit or any other instrument
issued by a bank or financial institution; and
(k)the amount of any liability in respect of any guarantee or indemnity for
any of the items referred to in paragraphs (a) to (j) above,
but excludes any indebtedness to a Resident under an occupation right
agreement or Accommodation Bond.”
“Interest Expense means, in relation to a group and a period ending on a date,
an amount calculated on a consolidated basis of all interest and financing costs,
any amounts in the nature of interest or having a similar purpose or effect to
interest, which would be disclosed by a consolidated profit and loss statement if
prepared at that date for that period in accordance with NZ GAAP as having been
paid or incurred by the group for the period:
(a)and includes (to the extent not already included):
(i)any dividend payable on any share or stock, the obligations in
respect of which constitute Financial Indebtedness;
(ii)any discount on any bills or bonds, notes or other instruments
drawn, accepted or endorsed;
(iii)any line, facility, acceptance, discount, guarantee or other fees
and amounts incurred on a regular basis payable in relation to
Financial Indebtedness; and
(iv)finance lease charges comprising that portion of hire and rental
payments under any finance lease entered into; and
(b)and deducts (to the extent not already deducted):
(i)any interest income; and
(ii)any capitalised interest.”
“Total Tangible Assets means, in respect of the Group, the aggregate value of all
tangible assets disclosed in the most recent consolidated financial statements
provided to the Supervisor less values allocated to goodwill, patents, trademarks,
design rights, future tax benefits, underwriting and formation expenses,

100720665/3473-2151-3798.2 5

unrealised hedging gains and other items which, according to the NZ GAAP are
regarded as intangible assets.”

3 APPLICATION
The parties acknowledge and agree that the amended Master Trust Deed will apply to
the Existing Retail Series and to any future bonds issued under the Master Trust Deed
(as amended by this deed).
4 CONTINUATION
Each of the parties to this deed agrees that on and from the date of this deed:
(a) the Master Trust Deed as amended by clause 2 of this deed will continue in full
force and effect; and
(b) all references in each other agreement between them to the Master Trust Deed
will be a reference to the Master Trust Deed as amended by this deed.
5 COUNTERPARTS
(a) This deed may be signed in any number of counterparts (including emailed PDF copies)
all of which, when taken together, will constitute one and the same instrument. Once
the parties have signed the counterparts, each counterpart shall be deemed to be as
valid and binding on the party executing it as if it had been executed by all the parties.

(b) Each party consents to the use of, and will accept, an electronic signature of a
signatory to this agreement on behalf of a party through DocuSign, or a substantially
similar electronic signature technology, as if that electronic signature were an original
signature.
6 GOVERNING LAW
This deed will be governed by New Zealand law.
7 DELIVERY
For the purposes of section 9 of the Property Law Act 2007, and without limiting any
other mode of delivery, this deed will be delivered by each of the parties to this deed
immediately on the earlier of:
(a) physical delivery of an original of this deed, executed by that party, into the
custody of each of the other parties or its solicitors; or
(b) transmission by that party or its solicitors (or any other person authorised in
writing by that party) of a facsimile, photocopied or scanned copy of an original
of this deed, executed by that party, to each of the other parties or its solicitors.

100720665/3473-2151-3798.2 6

EXECUTED AND DELIVERED AS A DEED
ISSUER
Ryman Healthcare Limited by:

___________________________
Director
Name:

___________________________
Director
Name:



SUPERVISOR
Public Trust
by its attorney:
___________________________

in the presence of:
___________________________
Name:
Occupation:
Address:


Dean Hamilton
James Miller

100720665/3473-2151-3798.2 6

EXECUTED AND DELIVERED AS A DEED
ISSUER
Ryman Healthcare Limited by:

___________________________
Director
Name:

___________________________
Director
Name:



SUPERVISOR
Public Trust
by its attorney:
___________________________

in the presence of:
___________________________
Name:
Occupation:
Address:

UNCLASSIFIED

































CERTIFICATE OF NON-REVOCATION
OF POWER OF ATTORNEY
I, Ramona van Melle, of Auckland, hold the office of Senior Manager Client Services
at Public Trust, an entity established under the Public Trust Act 2001, and certify
that:
1 by deed dated 10 November 2022, Public Trust appointed me its attorney
on the terms and conditions set out in the deed of appointment of
attorneys which is deposited at Land Information New Zealand under
number PA 12606310.1; and
2 at the date hereof I hold the position of Senior Manager Client Services
with Public Trust; and
3 at the date of this certificate I have not received any notice of the
revocation of that appointment.
Date: 17 March 2026
_______________________________
Signature of attorney