ASM 2026 Presentation

1
Annual Shareholders’
Meeting
27 August 2026

2
Board
Rhonda Sherriff
Chair and Independent Director
Thomas Brankin
Non-Independent Director
1
Tony Mortensen
Non-Independent Director
Jill Hatchwell
Independent Director
Craig Percy
Independent Director
Francisco Rodriguez Ferrere
Chief Financial Officer
Graeme Dodd
Chief Operating Officer
Senior Leadership
1
Thomas Brankin is stepping down from his executive role at the 2026 Annual Shareholders’
Meeting and will continue as a non-executive, non-independent director.

3
Agenda
Chair’s address Slides 4 – 6
Financial update Slides 7 – 10
Operations update Slides 11 – 14
Proposed acquisition Slides 15 – 20
Shareholder discussion Slide 21
Resolutions Slides 22 – 25

4
Chair’s address
Rhonda Sherriff
Ranfurly Manor, Feilding

5
A stronger platform for Promisia’s next stage
FY26 Delivery
Material improvement across
occupancy, earnings, operating cash
flow and asset values.
Operating Platform Strengthened
A stronger leadership team, clearer
accountability and a more scalable
operating model.
Thank You to Our People
Recognising the care teams, facility
managers and support office behind
this progress.
Next Stage of Growth
A better base to balance shareholder
returns, reinvestment and disciplined
growth opportunities.
FY26 was the year the reset translated into results. The focus now shifts to sustaining
performance, disciplined capital allocation and growth.

6
Disciplined dividend policy
Underlying EBITDAF
Operating Free Cash Flow (OFCF)
Less:
Ordinary Dividend: 20% – 40% of OFCF
Cash interest & required debt repayments
Cash tax
Maintenance capex
Cash-based returns
Dividends are assessed from Operating Free
Cash Flow, so returns are linked to cash
generated by the business.
Stronger platform
Reflects stronger earnings, improved cash
generation and a stable balance sheet that can
support ordinary returns from FY27.
Balanced capital allocation
Dividends sit alongside reinvestment, balance
sheet strength and earnings-accretive growth,
supporting long-term shareholder value
without compromising future growth.
Any dividend remains subject to Board discretion, financial performance, funding requirements and growth opportunities.
Refer to the FY26 Annual Report for the full policy.

7
Financial update
Francisco Rodriguez Ferrere
Chief Financial Officer
Golden View Village, Cromwell

8
Material improvement across all key financial and operational metrics, a result of
progressing our clear strategic priorities.
FY26: focused execution, delivering outperformance
$40.1m
Operating revenue
+29% vs FY25
$6.6m
Underlying EBITDAF
+58% vs FY25
94%
Group care occupancy
87% (Mar 25)
$6.4m
Net operating cash flows
+87% vs FY25
$1.09
NTA per share
+38% vs FY25
31.8%
Loan to Value ratio
42.9% (Mar 25)

9
Balance sheet strength supporting next stage of growth
59.1%
48.8%
42.9%
31.8%
Mar 23Mar 24Mar 25Mar 26
Group LVR on secured bank debt
A disciplined balance sheet reset
We have simplified our funding structure and materially reduced
bank leverage, creating a stronger financial position.
Liquidity continues to build
We currently have c.$6m of liquidity, supported by stronger
operating cash flow.
A track record of value creation
NTA per share has more than doubled to $1.09 over three years,
reflecting disciplined reinvestment and stronger operating
performance.
5.7% weighted average interest rate
79% hedged over a 2–4 year profile,
supporting cash flow certainty
A stronger capital base to support reinvestment, disciplined growth and
shareholder returns

10
FY27 Outlook
Continued earnings and cash flow growth
•We have reaffirmed FY27 underlying EBITDAF
guidance of at least $8.0m (+20% YoY growth)
•Maintaining group care occupancy at or above 95%
across the year
•FY27 Operating Free Cash Flow is expected to
materially improve
•We expect to pay an interim dividend under the new
policy, with further detail on the expected dividend to
be provided alongside our half-year results
•Guidance is based on the existing portfolio and
excludes the proposed Chatswood acquisition and
any other material capital activity
Golden View Village, Cromwell

11
Operations update
Graeme Dodd
Chief Operating Officer
Nelson Street, Feilding

12
Operational momentum continues
We've begunFY27 with real momentum behind us.
Last year these were our five key areas of focus.
This year they're delivering.
At last year’s AGM, we set out five clear operational priorities:

13
Care, quality and community
Care and performance go hand in hand
A well-run home should perform strongly clinically,
operationally and commercially.
Strong quality foundations
Ranfurly and Golden View audit outcomes reflect the
quality of care being delivered across our homes and
villages.
Community connection is part of the care model
Our homes and villages are more than service providers -
they are active members of the communities they serve.

14
Our people
Behind every number are the people who
make it happen.
Managers make the difference
Strong leadership at each home and village
sets the culture and drives performance.
The key three shape the experience
The Manager, Clinical Manager and
Administrator set how people are treated
and made to feel.
Hire for heads & hearts, not just arms & legs
We look for people who walk with us, not just
work for us.
Get the people right, and occupancy,
quality and results follow.

15
Proposed Chatswood acquisition

16
Chatswood at a glance
A modern, purpose-built premium retirement village and care
home in south-east Christchurch
The 100-bed/unit integrated care home and village includes:
•29 hospital-level care rooms, all with full ensuites
•42 care suites
•29 serviced apartments, comprising 1 studio, 17 one-
bedroom apartments and 11 two-bedroom apartments
•A spectrum of care from assisted living through to rest
home and hospital-level care
•A closed 25-bed legacy rest home wing, together with
adjoining land and properties providing future
redevelopment options
Together with Aldwins House, Chatswood would give
Promisia the two largest care-focused sites in East
Christchurch.

17
Chatswood: a strong strategic fit
Aldwins House
Chatswood
Retirement Village
Chatswood extends the regional operating model already
established in Feilding and Cromwell into East Christchurch.
Regional scale
Together, the two sites would provide greater scale, broader resident
choice and a stronger position across East Christchurch.
Complementary offering
Aldwins is a large care-only home, while Chatswood adds a premium
integrated care home and retirement village offering.
Operating leverage
Proximity to Aldwins and the support office creates opportunities
across admissions, local marketing, staffing support, training and
procurement, while making integration easier.
A stronger regional platform to become the provider of
choice across East Christchurch.
East
Christchurch
catchment

18
Transaction overview
Purchase consideration
•$24.0m cash at completion
•$0.5m of PHL shares, issued at $0.50 per share
•$0.5m convertible note, with a 12-month term,
0% interest and convertible into PHL shares at
$0.50 per share
Funding
•$15.0m two-year BNZ term facility
•$5.0m nine-month bridging facility
•Balance funded from existing liquidity
Timing
•Shareholder approval sought at the ASM
•Target completion: 1 October 2026
Key conditions
•Shareholder approval
•Required regulatory and customary
completion conditions
The proposed acquisition has total consideration of $25.0 million, funded through
committed bank facilities, existing liquidity and a limited amount of vendor securities.

19
Current FY27 guidance excludes Chatswood. Subject to completion, updated
EBITDAF guidance will be provided with the half-year results.
Financial impact
Earnings and cash flow
•c.$7.0m annualised care fee revenue
•c.$1.5m annualised deferred management
fee income
•c.$2.5m–$3.5m annualised Operating Free
Cash Flow, depending on ORA resale
activity
Valuation and balance sheet
•$25.0m purchase price compared to $26.2m
independent CBRE valuation
•Purchase price is $1.2m / 4.6% below valuation
•Expected to increase NTA per share by c.1.1 cents / 1.0%
•Post-completion drawn bank LVR expected to be
c.42%
The proposed acquisition is expected to be accretive to underlying earnings and
Operating Free Cash Flow from completion.

20
Independent process and shareholder approval
Our Chair, Rhonda Sherriff, is a vendor of Chatswood and the acquisition is therefore a
related-party transaction under the NZX Listing Rules.
Related-party
transaction
Independent
Board oversight
Commercial
arm’s length
process
NZX and
shareholder
approval
Shareholder
support
Independent
verification
A non-interested Board sub-committee was established to oversee the transaction. Rhonda
has not participated in any Board discussions or decisions regarding the acquisition.
Due diligence and negotiations have been led by Promisia’s senior executive team,
supported by external legal counsel. The transaction has been negotiated on a commercial
arm’s length basis.
The $25.0 million purchase price is supported by an independent valuation of Chatswood
undertaken by CBRE. The $0.50 share issue price was agreed in April 2026, when Promisia
shares were trading below that level, and is consistent with the warrant exercise price.
NZX has issued a waiver from the requirement to provide shareholders with an appraisal
report. Resolution 4, relating to the proposed Chatswood acquisition, remains subject to
shareholder approval.
Promisia’s two largest shareholders have confirmed their intention to vote in favour of the
transaction.

21
Shareholder discussion
Aldwins House, Christchurch

22
Resolutions
Chatswood Retirement
Village, Christchurch

23
Resolutions
Auditor Remuneration
Resolution 1:
That the Directors be authorised to fix the remuneration of William Buck Audit (NZ) Limited,
the Company’s auditor, for the ensuing financial year.
Director re-elections
Resolution 2:
That Craig Percy, who retires by rotation and is eligible for re-election, be re-elected
as an Independent Director of the Company
Resolution 3:
That Rhonda Sherriff, who retires by rotation and is eligible for re-election, be re-elected
as an Independent Director of the Company

24
Resolutions
Acquisition of Chatswood Retirement Village
Resolution 4:
That the acquisition of Chatswood Retirement Village for $25.0 million, including the
related-party transaction and proposed issue of Promisia shares and convertible note as part
of the purchase price, be approved.

25
Resolutions
Increase to Directors’ Fee Pool
Resolution 5:
That the aggregate maximum annual amount of fees payable to Promisia’s Directors be
increased from the current approved fee pool to $350,000, with effect from 1 September 2026.
Proposed maximum annual fee pool: $350,000 from 1 September 2026
Promisia has grown materially
The scale and complexity of the business has increased significantly since the fee pool was last approved
in 2020.
Board workload has increased
Greater committee responsibilities, acquisitions, developments and other significant projects require
additional Director time.
Benchmarked to the market
The proposed fees have been benchmarked against comparable listed and healthcare companies and
Institute of Directors market data.
The proposed standard annual allocation is $309,000, leaving $41,000 of capacity for additional
committee or special project work.

26
Disclaimer
This presentation has been prepared by Promisia Healthcare Limited (“PHL”). The information in this presentation is of a general nature only.
It is not a complete description of PHL.
This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitation or solicitation for
such offers.
This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor. It does not
take into account any particular prospective investor’s objectives, financial situation, circumstances or needs, and does not purport to
contain all the information that a prospective investor may require. Any person who is considering an investment in PHL securities should
obtain independent professional advice prior to making an investment decision, and should make any investment decision having regard to
that person’s own objectives, financial situation, circumstances and needs.
Past performance information contained in this presentation should not be relied upon (and is not) an indication of future performance.
This presentation may also contain forward looking statements with respect to the financial condition, results of operations and business,
and business strategy of PHL. Information about the future, by its nature, involves inherent risks and uncertainties. Accordingly, nothing in
this presentation is a promise or representation as to the future or a promise or representation that a transaction or outcome referred to in
this presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in this presentation as to
future matters may prove to be incorrect.
A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitute for, the
information provided in PHL’s financial statements available at www.promisia.co.nz
PHL and its related companies and their respective directors, employees and representatives make no representation or warranty of any
nature (including as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence) for any
errors in or omissions from, or for any loss (whether foreseeable or not) arising in connection with the use of or reliance on, information in
this presentation.

---

2026 Annual Shareholders' Meeting Speeches
27 August 2026
Rhonda Sherriff, Chair of Promisia
Introductions
Thank you for taking the time to join us today. It is my pleasure to welcome you to the company's
Annual Shareholders' Meeting for 2026. We appreciate your continued support and interest in
Promisia, and look forward to updating you on the progress made over the past year, where the
business stands today, and the next stage of our growth.
Before we begin the presentation, I’d like to introduce my fellow Board members:
- Tom Brankin
- Tony Mortensen
- Jill Hatchwell
- Craig Percy
Also joining us from the senior leadership team are Francisco Rodriguez Ferrere, our Chief
Financial Officer, and Graeme Dodd, our Chief Operating Officer.
I also want to take a moment to acknowledge Tom. Tom has been part of Promisia’s journey since
2013 and engineered its transformation into an aged care company in 2020. Since that time, he
has been closely involved in many of the acquisitions, developments and important decisions that
have moved Promisia forward.
As Tom steps down from his executive role today, I want to thank him for the time, energy and
experience he has brought to Promisia. Tom will remain on the Board as a non-executive director.
Finally, I would like to welcome Richard Dey from William Buck, Promisia's external auditor, and
Matt Yates, our legal counsel from Duncan Cotterill. Duncan Cotterill will conduct the voting in
today’s meeting.
During today's meeting, shareholders will have the opportunity to ask questions and vote, and I
encourage you to do so. We also invite you to stay at the end of today's meeting to join the Board
and management team for light refreshments.

Agenda
So, in terms of how today will run, I’ll start with a few reflections from the Board’s perspective on
the year we’ve just had, how the stronger operating platform has translated into results, and why
the Board is now in a position to introduce a formal dividend policy.
Francisco will then take you through the financial side of the business, including the results for
FY26, the work done to strengthen the balance sheet, and the outlook for the year ahead.
Graeme will follow with an update on operations, progress against last year’s priorities, care, quality
and occupancy, and the people behind our performance.
We’ll then spend some time on the proposed Chatswood acquisition, including what we are
acquiring, why it fits Promisia, and the key terms of the transaction.
After that, we’ll open the floor for questions and discussion, before moving into the formal
resolutions set out in the Notice of Meeting.
Over the past two years, much of the work at Promisia has been about getting the fundamentals
right: stabilising the business, strengthening the balance sheet, and putting the right leadership
and operating disciplines in place.

- 2 -

This year, we began to see that work translate into something much more tangible: stronger
performance, greater consistency across the group, and a much clearer sense of what Promisia
can now do next.
So, I want to spend a few minutes reflecting on what changed through the past financial year, and
why that matters for the next stage of the company.

A stronger platform for Promisia's next stage
FY26 was the year that the reset translated into results. Occupancy improved materially, earnings
and operating cash flow strengthened, and asset values increased across the portfolio.
A significant part of that came from the operating platform we have now built. Graeme joined us in
May last year, and has brought strong operational discipline and a clear focus.
Graeme and Francisco work very closely together, and that alignment between operations and
finance has made a real difference across the business. We now have a much clearer operating
model, one that can be applied consistently across our homes and villages, and repeated as the
group grows.
But none of this happens without our people. Our care teams, facility managers and support office
have been the ones delivering these improvements on the ground. They have continued to care
for our residents, while lifting standards, improving performance, and working through a significant
amount of change.
On behalf of the Board, I want to thank them for everything they have contributed over the past
year.
All of that leaves Promisia in a much stronger position. We have a stronger balance sheet, a more
stable and repeatable operating platform, and greater capacity to grow.
It also means we can now begin returning cash to shareholders, while continuing to reinvest in the
business and pursue the right growth opportunities. That is the thinking behind the dividend policy
we have adopted for FY27.

Disciplined dividend policy
The policy is deliberately simple and cash-based. Dividends will be assessed from Operating Free
Cash Flow, rather than accounting profit.
In simple terms, we start with underlying EBITDAF, and then deduct the cash costs the business
needs to meet. That includes interest and required debt repayments, tax, and the capital
expenditure needed to maintain our existing assets.
What remains is our Operating Free Cash Flow. The policy provides for ordinary dividends of
between 20% and 40% of that amount. We also expect those dividends to be fully imputed.
The range gives the Board some flexibility. It allows us to return cash to shareholders, while
continuing to invest in our existing homes and villages, maintain a strong balance sheet, and
pursue growth where it creates value.
Each dividend will still be considered by the Board based on the company’s performance, financial
position, funding requirements, and the opportunities available at the time.
But the important change is that shareholder returns are now a formal part of how we allocate
capital, alongside reinvestment and growth.
Promisia has come a long way over the past two years. There is still plenty to do, but the business
is in a much stronger position, and the Board is confident about the year ahead.

- 3 -

Francisco Rodriguez Ferrere, Chief Financial Officer
FY26: focused execution, delivering outperformance
FY26 was a really strong year for Promisia, and we are very proud of the result we achieved. As
you can see on the slide, every one of those measures moved materially in the right direction.
Revenue increased by 29% to $40.1 million. That reflected a full year of contribution from Cromwell,
higher occupancy across the group, and the annual care funding increase from July 2025.
That growth flowed through into underlying EBITDAF, which increased by 58% to $6.6 million. We
maintained good control over our costs, allowing more of that revenue growth to flow through to
the bottom line.
Importantly, it also translated into much stronger cash generation. Net operating cash flow
increased by 87% to $6.4 million. A particular lift came from the care suite sell-down at Ranfurly
Manor, which generated strong ORA resale cash flows through the year.
All of these results were underpinned by occupancy. Group care occupancy increased from 87%
to 94% by year-end. That has continued to build since then, with occupancy now consistently above
95%.
The improvement in operations and cash flow also came through in the value of our homes and
villages. NTA per share increased by 38% to $1.09, with every one of our sites increasing in value
by at least 10%.
At the same time, we remained disciplined around debt and reduced our loan-to-value ratio from
42.9% to 31.8%.
So, we ended the year earning more, generating more cash, with higher asset values and
materially less leverage. That stronger financial position gives us much greater flexibility around
reinvestment, growth, and shareholder returns.

Balance sheet strength supporting the next stage of growth
Getting to this point has required a deliberate balance sheet reset over the past three years. We
have consolidated all of our bank debt with BNZ, and then simplified that further into a single group
facility.
We have also put a much more stable interest-rate profile in place. Our weighted average interest
rate is now around 5.7%, with 79% of our bank debt hedged over a staggered two-to-four-year
period. That gives us much better certainty around interest costs and future cash flow.
The improvement in operating cash flow has also allowed us to rebuild liquidity. We currently have
around $6 million available, and that continues to build as the business generates more cash.
At the same time, our asset base has grown, both through acquisitions and the increase in value
across our existing portfolio. NTA per share has more than doubled from 46 cents to $1.09.
Importantly, we have achieved that while keeping drawn bank debt below where it was three years
ago. The result is what you can see in the chart: our loan-to-value ratio has reduced from 59.1%
to 31.8%.
So, we now have a larger and more valuable asset base, a cleaner funding structure, stronger
liquidity, and significantly lower leverage. That gives us the capacity to continue investing in the
existing portfolio, support ordinary dividends, and pursue growth in a disciplined way.

- 4 -

FY27 outlook
Against that backdrop, we remain very confident in the outlook for FY27. We have reaffirmed our
guidance for underlying EBITDAF of at least $8 million, representing growth of at least 20% on
FY26.
That guidance is based on our existing portfolio. It does not include the proposed Chatswood
acquisition or any other material capital activity.
A key part of delivering that result will be maintaining group care occupancy at or above 95%
across the year. We are already operating at that level, so the focus now is on holding it there and
continuing to improve performance across the group.
We also expect Operating Free Cash Flow to improve materially through FY27. That will support
ordinary dividends under the new policy, while still allowing us to reinvest in the business and
maintain the financial flexibility we have worked hard to build.
On that basis, we expect to pay an interim dividend following our half-year results. The level of that
dividend will be determined in line with the policy and the performance and cash generation of the
business at that point.
We’ll come back to Chatswood in more detail later in the presentation. Subject to shareholder
approval, and the acquisition completing as planned on 1 October, we expect to update the market
at our half-year results on its contribution to FY27 earnings and any resulting change to our
underlying EBITDAF guidance.

Graeme Dodd, Chief Operating Officer
Operational momentum continues
This time last year I'd just got my feet under the desk and had undertaken what I called at the time
an initial health check of each of our homes and villages and our support office.
Following this exercise, at last year’s annual shareholders meeting we set out five very simple and
practical priorities. At this year’s meeting I want to start by covering each of those priorities and go
through what we’ve achieved and where things sit now. Then I’d like to talk about where we are
focused on the current financial year and beyond.
The results Francisco has taken you through don't happen on their own. They come from the work
at the coal face of every one of our homes and villages — keeping beds full, keeping residents
safe and well.
So let me take you back through those five priorities.
The first was Every Bed is a Promise. Our product is care, and every time we welcome a resident
we make a promise to them and their family. That commitment sits as the foundation for everything
else — it's the standard we hold ourselves to.
Lift and Hold Occupancy was the second. Occupancy is the oxygen for our business. Group care
occupancy started FY26 at 87%. By the 31st of March 2026 we’d managed to lift this number to
94%. This number has kept building and we're now consistently sitting above 95%.
Underneath that group number, the site-level results are strong — Nelson Street is full following
the dementia and hospital conversion. Ranfurly, Aldwins and Golden View consistently sits
between 95% and 100%. In addition, as at today we’ve sold down 100% of our care suites. Lifting
it was the hard part. But holding it there is now the challenge.
The third was Perfect the Recipe. Each of our homes and villages are quite unique and different
but great performance has similar settings and key ingredients that can be shared.

- 5 -

Innovation can also be shared, and the clearest example is Ran-Fit — our ACC-accredited strength
and balance programme, which started at Ranfurly and now every one of our sites has been
approved and accredited by ACC to run Ran-fit. Often the best ideas come from the people closest
to the work. Our job is to spot them, back the teams behind them, and then help share them across
the group.
The fourth was Operational Excellence. This is the less visible work — a shared resident
management system across every site, a new time and attendance system, recruitment software,
consolidated suppliers, a restructured support office and an operations analyst giving us real time
analysis on near misses, adverse events and forward looking wage-to-revenue analysis.
These aren't headline changes, but they're the disciplines that sit behind a well-run business, and
they're what let more of our revenue growth flow through to the bottom line.
And the fifth was being Positioned for Growth. We spent the year strengthening our fundamentals
— getting occupancy up, care quality improving, systems and teams working well. That's the
foundation you need before you take on anything bigger.
We entered FY27 with real momentum behind us. Last year these were our five key areas of focus.
This year they're delivering.

Care quality and community
I want to be clear on one thing. Commercial progress isn’t intended to ever be achieved at the cost
of care. We see the two as going hand in hand — a well-run home tends to perform strongly
commercially, operationally, and clinically.
Ranfurly passed its certification audit in September, with auditors noting the quality of the team and
the satisfaction of staff, residents and families. Golden View's audit told a similar story.
And being part of the community matters just as much. At Ranfurly, residents pack first aid kits for
the local food pantries, staff drop baking to the fire brigade, and the home sponsors local sport and
school events. It's more than providing a service — it's about opening our homes to the community
around them.

Our People
Behind every number on these slides are the people who make it happen. Our managers and
leaders are absolutely central to that: Darren McKean at Ranfurly, Debbie McCusker at Aldwins,
Hayley McKean at Nelson St, and Kate Little and Jo Sherperd in Cromwell.
Their leadership is the single biggest reason our sites perform the way they do. Families don't just
choose a building. They make a choice based on how people are treated, and how they’re made
to feel.
For the team at each home or village, how people are treated and made to feel is led by the key
three: the manager, the clinical manger and the admin manager.
We are in a people business and we find there are generally two types of people: those who go for
a wonderful and enchanting walk in the rain and those who just get wet!
Success is all about nous, attitude and approach, and we recognise our best people through the
Promisian Badge — our highest honour, awarded to those who are masters at their craft and who
lift up everyone around them.
And the heart of it is simple. We hire for heads and hearts — not just arms and legs. We're looking
for people who are willing to walk with us, not just work for us.

- 6 -

Get that right, and everything else follows — occupancy, care, quality, and ultimately results. That
same standard — a focus on residents and great people doing the right thing at the right time in
the right way — is exactly what we looked for in Chatswood.

Proposed Chatswood acquisition
Chatswood is an opportunity that we think fits very naturally with the business we have built. It is a
high-quality home and village, with a strong reputation for care, a good operating team, and a
model that is very complementary to what we already have in Christchurch.
So let me give you a quick overview of what Chatswood actually is and what we would be acquiring.

Chatswood at a glance
Chatswood is a modern, purpose-built retirement village and care home located in Opawa, in
south-east Christchurch.
It currently has 100 operational beds and units, across a mix of rest home and hospital-level care,
care suites and serviced apartments. That includes 29 hospital-level care rooms, all with full
ensuites, 42 care suites, and 29 serviced apartments, ranging from studios through to one and
two-bedroom apartments.
What that gives Chatswood is a broad continuum of care. Residents can move from assisted living
through rest home and into hospital-level care as their needs change.
There is also the old 25-bed rest home wing, together with adjoining land and properties, which
provides options for future redevelopment. That is not the immediate priority, but it does provide
additional opportunity over the longer term.

Chatswood: a strong strategic fit
For us, the strategic fit is particularly strong. We already have Aldwins House operating in East
Christchurch, and our support office is also based here in Christchurch.
Chatswood gives us much greater regional scale. Together, Aldwins and Chatswood would give
us two of the largest care-focused sites in East Christchurch. But importantly, they are also very
complementary.
Aldwins is a large care-only home, while Chatswood adds the retirement village, care suite and
serviced apartment offering. That gives residents greater choice and allows us to offer a much
broader range of care within the same part of Christchurch.
There are also some obvious operating benefits from having the two homes close together.
Admissions, local marketing, staffing support, training and procurement can all be supported
across the two sites. And being close to our support office should also make the integration much
easier.
So, from an operational perspective, we think Chatswood fits very naturally with what we are
already doing.

Francisco Rodriguez Ferrere, Chief Financial Officer
Transaction overview
The agreed purchase price for Chatswood is $25 million. The majority of that is cash, with $24
million payable on completion.

- 7 -

The remaining $1 million is split between $500,000 of Promisia ordinary shares, issued at 50 cents
per share, and a $500,000 convertible note, with a 12-month term, no interest, and a conversion
price of 50 cents per share.
The transaction is fully funded. BNZ has committed $20 million of new facilities, comprising a $15
million two-year term facility and a $5 million nine-month bridging facility. The balance will be
funded from our existing liquidity.
The transaction remains subject to shareholder approval today. Once that approval is obtained and
the transaction becomes unconditional, completion is scheduled for 1 October.

Expected financial impact
The important point for shareholders is that we expect Chatswood to be immediately accretive to
both underlying earnings and Operating Free Cash Flow.
Based on its current operating performance, on a standalone annualised basis, Chatswood is
expected to generate around $7 million of care fee revenue, together with around $1.5 million of
deferred management fee income.
Operating Free Cash Flow is expected to be between $2.5 million and $3.5 million annually,
depending mainly on the timing and level of ORA resale activity.
The acquisition is also expected to be NTA accretive. Based on our 31 March balance sheet, we
expect NTA per share to increase by around 1.1 cents, or approximately 1%.
Immediately following completion, we expect our bank loan-to-value ratio to be around 42%. We
would expect that to reduce from there as the Group continues to generate surplus Operating Free
Cash Flow and uses that cash to continue reducing debt.
Any proceeds received from the exercise of our existing warrants would provide further capacity to
reduce bank debt.
As I mentioned earlier, our current FY27 guidance does not include any contribution from
Chatswood. Subject to shareholders approving the transaction and completion occurring as
planned, we will incorporate Chatswood into our forecasts and provide updated FY27 guidance
with our half-year results.

Independent process and shareholder approval
The last point I want to cover is the process we have followed given the related-party nature of the
transaction. As shareholders will be aware, our Chair, Rhonda Sherriff, is one of the vendors of
Chatswood. That means the acquisition is a related-party transaction under the NZX Listing Rules.
From the outset, a sub-committee of the non-interested Directors was established to oversee the
process. Rhonda has not participated in any Board discussions, decisions or negotiations
regarding the acquisition.
The due diligence and commercial negotiations have been led by Graeme and I, supported by our
external legal and valuation advisers. The transaction has been negotiated on a commercial arm’s
length basis.
As part of that process, we commissioned CBRE to independently value Chatswood. CBRE’s
valuation came in at $26.2 million, providing an independent benchmark for the non-interested
Director subcommittee in assessing the commercial terms of the transaction.
There has also been independent scrutiny around the equity component of the transaction. The
50-cent share issue price was agreed in April, when Promisia shares were trading below that level,
and is also consistent with the exercise price of our existing warrants.

- 8 -

NZX has granted Promisia a waiver from the requirement to provide shareholders with a separate
appraisal report. That waiver was granted alongside the independent valuation, the disclosures
provided to shareholders, and a formal certificate from the non-interested Directors.
Those Directors have certified that the acquisition is fair and reasonable, in the best interests of
Promisia and its non-associated shareholders, and that Promisia was not influenced to enter into
the transaction by Rhonda.
Ultimately though, Resolution 4 relating to the acquisition remains subject to shareholder approval
today. The non-interested Directors unanimously recommend that shareholders vote in favour of
the transaction.
The two largest shareholders of Promisia have also confirmed their intention to vote in favour. That
gives you the background to both the transaction and the process we have followed.