Slides
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1 Annual Shareholders’ Meeting 27 August 2026
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2 Board Rhonda Sherriff Chair and Independent Director Thomas Brankin Non-Independent Director1 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.
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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
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4 Chair’s address Rhonda Sherriff Ranfurly Manor, Feilding
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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.
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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.
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7 Financial update Francisco Rodriguez Ferrere Chief Financial Officer Golden View Village, Cromwell
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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)
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9 Balance sheet strength supporting next stage of growth 59.1% 48.8% 42.9% 31.8% Mar 23 Mar 24 Mar 25 Mar 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
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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
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11 Operations update Graeme Dodd Chief Operating Officer Nelson Street, Feilding
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12 Operational momentum continues We've begun FY27 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:
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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.
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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.
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15 Proposed Chatswood acquisition
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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.
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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
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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.
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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.
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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.
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21 Shareholder discussion Aldwins House, Christchurch
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22 Resolutions Chatswood Retirement Village, Christchurch
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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
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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.
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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.
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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.