Ryman Healthcare Limited Notice of Meeting 2026

Notice of Annual Meeting
RYMAN HEALTHCARE 2026

Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited
(Ryman). Shareholders have the choice to attend in person or virtually. Following a number of requests
from shareholders, we are holding this year’s Annual Meeting in Auckland.
Deborah Cheetham Village

You are invited to join us after the meeting for light refreshments.
Shareholders participating in the Annual Meeting virtually via the Virtual Meeting portal will be able to
vote and ask questions during the event. Please read the procedural notes below for further details.
Important dates
The latest time for receipt of proxy forms or directions, is 10.00 am (NZT) on Sunday, 26 July 2026.
The latest time for determining voting entitlements at the Annual Meeting is 5.00 pm (NZT) on
Friday, 24 July 2026.
When:Tuesday, 28 July 2026 at 10.00 am (NZT)
Where:Akarana Marine Sports Centre
8/10 Tamaki Drive
Orakei, Auckland 1071
Virtual:
Shareholders are also able to attend the Annual Meeting online via the Virtual Meeting portal
at www.virtualmeeting.co.nz/rym26
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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2026

Business
A. Chair’s address
B. Chief Executive Officer’s address
C. Resolutions (please see the explanatory notes at the end of this Notice of Meeting)
To consider, and if thought fit, pass the following ordinary resolutions:
Resolution 1: Auditor’s remuneration
That the Board be authorised to fix the remuneration of PwC as auditor of Ryman Healthcare Limited
for the ensuing year.
Resolution 2: Rotation and re-election of Director Dean Hamilton
That Dean Hamilton be re-elected as a director of Ryman Healthcare Limited.
Resolution 3: Rotation and re-election of Director James Miller
That James Miller be re-elected as a director of Ryman Healthcare Limited.
Resolution 4: Re-election of Director Hamish Rumbold
That Hamish Rumbold be re-elected as a director of Ryman Healthcare Limited.
Resolutions 1–4 above are to be considered as ordinary resolutions and, to be passed, require the
approval of more than 50% of the votes of those shareholders entitled to vote and voting on the
resolution.
For more information on the resolutions, please see the explanatory notes.
D. Shareholder questions
E. General business
To consider such other business as may be lawfully raised at the meeting.
By order of the Board
Dean Hamilton
Chair of the Board
Ryman Healthcare Limited
26 June 2026
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RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2026

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Explanatory notes
Resolution 1: Auditor’s Remuneration
PwC is the existing auditor of Ryman Healthcare Limited (Ryman). Pursuant to section 207T of the Companies Act 1993,
PwC is automatically re-appointed as auditor at the Annual Meeting. Section 207S(a) of the Companies Act 1993 provides
that the auditor’s fees and expenses must be fixed, either by Ryman at that Annual Meeting or in the manner that Ryman
determines at the Annual Meeting. The proposed resolution, if passed by shareholders, would authorise the Board,
consistent with commercial practice, to fix the remuneration of PwC as Ryman’s auditor.
The Board unanimously recommends that shareholders vote in favour of Resolution 1.
Resolution 2: Rotation and re-election of Director Dean Hamilton, Independent Director
Non-executive Director Dean Hamilton retires by rotation pursuant to NZX Listing Rule 2.7.1 and
offers himself for re-election at the 2026 Annual Meeting.
The Board unanimously supports the re-election of Dean Hamilton and recommends that shareholders
vote in favour of Resolution 2.
Term of office: Appointed 1 June 2023 and last re-elected at the 2023 Annual Meeting
Board committees: Governance and Nominations Committee (Chair), Audit, Finance and Risk Committee (member) and
People, Safety and Remuneration Committee (member)
Qualifications: BCA, CMINSTD
Biography: Dean joined the Board on 1 June 2023 and assumed the role of Chair on 1 August 2023. He has an extensive
background in governance, large company leadership and financial markets across New Zealand and Australia. He is currently
Chair of Fulton Hogan and holds director roles at Auckland International Airport and The Warehouse Group.
Independence: Dean Hamilton is considered by the Board to be independent. From 22 April 2024 to 28 November 2024,
Dean Hamilton assumed the role of Executive Chair while the search for a new Chief Executive Officer was underway. The
Board determined that Dean was a non-independent director while he was the Executive Chair, before confirming his
position as an independent director from 29 November 2024. The Board considers that Dean Hamilton’s temporary tenure as
Executive Chair in 2024 has not impacted his ability to bring an independent view to decisions in relation to Ryman, act in the
best interests of Ryman or represent the interests of Ryman’s financial product holders generally.
Resolution 3: Rotation and re-election of Director James Miller, Independent Director
Non-executive Director James Miller retires by rotation pursuant to NZX Listing Rule 2.7.1 and
offers himself for re-election at the 2026 Annual Meeting.
The Board unanimously supports the re-election of James Miller and recommends that shareholders
vote in favour of Resolution 3.

Term of office: Appointed 1 June 2023 and last re-elected at the 2023 Annual Meeting
Board committees: Audit, Finance and Risk Committee (Chair), Governance and Nominations Committee (member)
Qualifications: BCOM, AMP HBS, CFINSTD
Biography: James joined the Board on 1 June 2023. He has extensive knowledge in both audit and risk and financial markets,
and is the Chair of Channel Infrastructure, deputy Chair of Fletcher Building and a director of Vista Group. James was also
previously Chair of NZX and a director of the Financial Markets Authority.
Independence: James Miller is considered by the Board to be independent.
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2026

Resolution 4: Re-election of Director Hamish Rumbold, Independent Director
Non-executive Director Hamish Rumbold was appointed by the Board with effect from 1 May 2026.
Hamish Rumbold accordingly retires by rotation pursuant to NZX Listing Rule 2.7.1 and offers himself for
re-election at the 2026 Annual Meeting.
The Board unanimously supports the re-election of Hamish Rumbold and recommends that
shareholders vote in favour of Resolution 4.
Term of office: Appointed 1 May 2026
Board committees: People, Safety and Remuneration Committee (member), Clinical Governance Committee (member)
Qualifications: BCOM, BPROP, GAICD
Biography: Hamish was appointed by the Board, effective 1 May 2026, following a comprehensive selection process. Based
in Auckland, Hamish currently serves as a non-executive director for The Warehouse Group, House of Travel Holdings, Livestock
Improvement Corporation and Perigee HoldCo Limited (trading as OrbitRemit). Hamish brings deep local and international
leadership expertise in customer experience, business transformation and driving value through the use of digital, data and
technology. Hamish was previously the Chief Digital and Technology Officer at Kiwibank, the CEO of ClearPoint and the
General Manager of Customer Value at Air New Zealand.
Independence: Hamish Rumbold is considered by the Board to be independent.
Procedural notes
Attending in person
If you wish to vote in person, you should attend the Annual Meeting where you will be issued with a voting card. Please
bring your Proxy Voting Form with you to the meeting (enclosed with the notice) to assist with your registration. There are
no voting restrictions placed on the Resolutions.
Online participation
You may also attend virtually via the Virtual Meeting portal, where you can watch the Annual Meeting, vote and ask
questions. Ryman’s Virtual Meeting portal can be found at: www.virtualmeeting.co.nz/rym26
Shareholders attending virtually will require their CSN/Holder Number (NZX Register holders) or HIN/SRN (ASX Register
holders) for verification purposes. Shareholders attending virtually will be able to ask questions during the Annual Meeting
via the ‘Ask a Question’ functionality.
If you require assistance with using the portal please phone the helpline on 0800 800 220 (NZ) or 1800 990 363 (AU).
More information regarding virtual attendance including how to vote and ask questions is available in the Virtual Meeting
Guide https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf
Eligibility to vote
Any shareholder whose name was recorded in Ryman’s share register at 5.00 pm (NZT) on Friday, 24 July 2026, is entitled
to attend the meeting and vote on the resolutions either in person or by proxy.
Proxies
All shareholders are entitled to vote at the meeting but if you cannot attend or participate by virtual meeting you are
encouraged to appoint a proxy to attend the meeting and vote on your behalf. A corporate shareholder may appoint a
person to attend the meeting as its representative in the same manner that it would appoint a proxy. A proxy need not
be a Ryman shareholder.
The Chair of the Annual Meeting and the directors of Ryman intend to vote all discretionary proxies, for which they have
authority to vote, in favour of and for Resolutions 1–4. If, in appointing your proxy, you do not name a person as your proxy
(either online or on your Proxy Voting Form), the Chair of the Annual Meeting will be your proxy and may vote only in
accordance with your express direction. A proxy is able to vote on motions from the floor and/or any resolutions put before
the meeting to amend the resolutions stated in this notice.
Shareholders can appoint a proxy by completing the Proxy Voting Form and returning it to MUFG Pension & Market
Services, by email or mail as set out in the Proxy Voting Form.
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2026
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Online proxy voting
Alternatively, shareholders can elect to lodge their proxy appointment online by visiting vote.cm.mpms.mufg.com/RYM
• NZX Register holders
You will need to enter your CSN/Holder Number and Authorisation Code (FIN) to securely complete your
proxy appointment.
• ASX Register holders
You will need to enter your Holder Number and postcode to securely complete your proxy appointment.
All online or postal proxy appointments must be received by MUFG Pension & Market Services via mail or email no
later than 10.00 am (NZT) on Sunday, 26 July 2026.
Shareholder questions
We want to make it as easy as possible for shareholders to ask questions at the Annual Meeting. Shareholders present at
the Annual Meeting or attending virtually via the Virtual Meeting portal will have the opportunity to ask questions:
• Shareholders who cannot attend the Annual Meeting
If you cannot attend the Annual Meeting but would like to ask a question you can submit a question by completing the
shareholder question section on the Proxy Voting Form and returning it to MUFG Pension & Market Services, or online
by going to vote at vote.cm.mpms.mufg.com/RYM. After completing the online validation process choose ‘Questions’.
Shareholder questions will need to be submitted by 10.00 am (NZT) Sunday, 26 July 2026
.
• Online questions
Shareholders attending the Annual Meeting virtually will be able to submit questions via the ‘Ask a Question’ functionality
in the Virtual Meeting portal.
Questions can be submitted via the portal at any time during the Annual Meeting.
We encourage shareholders to submit questions early to ensure that as many questions as possible are received and
addressed at the appropriate time during the meeting.
Please note in order to ‘Ask a Question’ via the Virtual Meeting portal shareholders must have completed the registration
process to vote in order to validate themselves as a shareholder and make the ‘Ask a Question’ functionality available.
ryman.co.nz
ryman.com.au

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Go online to vote.cm.mpms.mufg.com/RYM to appoint your proxy

LODGE YOUR PROXY
















Proxy Form/Admission Card for Ryman Healthcare Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of Ryman Healthcare Limited (“the Company”) will be held at the Akarana Marine Sports
Centre, 8/10 Tamaki Drive, Orakei, Auckland and online through the MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/rym26
at 10:00am (New Zealand time) on Tuesday, 28 July 2026. You will require your Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment instructions
above) to Ryman Healthcare Limited’s share registry, MUFG Pension & Market Services, by no later than 10:00am on Sunday, 26 July 2026. You can
also appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.cm.mpms.mufg.com/RYM or by scanning the QR
code above with your smartphone.


Tuesday, 28 July 2026 at 10:00am (New Zealand time)
CSN/Holder Number:




Akarana Marine Sports Centre, 8/10 Tamaki Drive, Orakei,
Auckland

www.virtualmeeting.co.nz/rym26

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” or any other director as your proxy or as alternative
to your named proxy. The Chair of the Meeting or appointed director intends
to vote all discretionary proxies in favour of the relevant resolution. If you
appoint the Chair or any director as your proxy, and you mark the “Proxy
Discretion” box, you acknowledge that they may exercise your proxy even
if they have an interest in the outcome of the resolutions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution. If this Proxy Form is returned duly signed by a Shareholder with
voting instructions included, but without specifying a person that is
appointed as proxy, the Chair of the Meeting is deemed to be the proxy for
the purpose of that form, but only to vote to the extent of the voting
instructions provided.

Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form with you, either displayed on your mobile device or
printed, to assist with registration at the meeting.

If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/rym26. You will require your Holder Number for
verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.
Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by
at least one trustee in accordance with the relevant trust deed (using the
rules for an individual or a company, depending on whether the trustee is
an individual or a company).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



Online
vote.cm.mpms.mufg.com/RYM
Scan this QR code
with your smartphone
and vote online


Scan & email
meetings.nz@cm.mpms.mufg.com

Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142

General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of Ryman Healthcare Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of Ryman Healthcare Limited to be held at the Akarana Marine
Sports Centre, 8/10 Tamaki Drive, Orakei, Auckland and online at www.virtualmeeting.co.nz/rym26 on Tuesday, 28 July 2026 at 10:00am (NZT), and at any
adjournment of that meeting.

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box. Resolutions 1-4 are not subject to any restrictions on voting under the NZX
Listing Rules.



Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders’ Meeting virtually, or in person, will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Shareholders’ Meeting but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/RYM and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed.
Questions will need to be submitted by 10:00am (NZT) Sunday, 26 July 2026. The Board will endeavour to address and answer questions at the Annual
Shareholders’ Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
or duly authorised officer or attorney


Contact Name

Contact Daytime Telephone

Date
Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That the Board be authorised to fix the remuneration of PwC as auditor of Ryman
Healthcare Limited for the ensuing year.



2. 2. That Dean Hamilton be re-elected as a director of Ryman Healthcare Limited.

3. 3. That James Miller be re-elected as a director of Ryman Healthcare Limited.

4. 4. That Hamish Rumbold be re-elected as a director of Ryman Healthcare Limited.

CSN/Holder Number: