Vital Healthcare Property Trust/Announcement

Vital releases Notice of Annual Meeting 2019

AGM2 October 2019VHPReal Estate

NOTICE OF
ANNUAL MEETING 2019
The 2019 Annual Meeting of unitholders of
Vital Healthcare Property Trust will be held at
the Level 4 Lounge, South Stand, Eden Park,
Reimers Ave, Mt Eden, Auckland on Thursday
31 October 2019 commencing at 10.30am.
3 October 2019
IMPORTANT
DOCUMENT

2
www.vitalhealthcareproperty.co.nz

32
Table of Contents
4 Letter from Chair of the Manager
6 Letter from Independent Directors
7 Notice of Meeting
8 Explanatory Notes: Trust Deed Amendments
17 Explanatory Notes: Election of Independent Director
18 Procedural Notes
Schedule 1 – Detailed Summary of Trust Deed Amendments
Schedule 2 – Deloitte Reasonable Assurance Report
Schedule 3 – Supervisor Comments on Trust Deed Amendments
This is an important document and requires your immediate attention. Please read it carefully.
If you are in doubt as to anything contained in this document, you should consult a person authorised to undertake trading
activities by the NZX or a financial or legal adviser.
This notice of meeting is dated 3 October 2019 and has been prepared by NorthWest Healthcare Properties Management Limited
(the Manager) as manager of Vital Healthcare Property Trust.
The information in this Notice of Meeting and any discussion at the meeting is general information only and is not intended as
investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to
making any decision relating to your investment or financial needs.

4
Letter from the
Chair of the Manager
Dear unitholders
This notice of meeting convenes the 2019 annual meeting of unitholders of the Vital
Healthcare Property Trust (Vital). We look forward to seeing you at 10.30am on 31 October
2019 at the Level 4 Lounge, South Stand, Eden Park.
Fee and Governance Review
On 23 November 2018, the Manager announced that it planned to undertake a review
of its management fees during the first quarter of the 2019 calendar year. That review
took place in the first quarter of calendar 2019 and involved a robust board-led process,
including a research report on fees charged to other specialist externally managed
entities by the accounting and financial services firm EY, and feedback from unitholders
representing approximately 40% of the register (excluding the Manager’s parent
NorthWest Healthcare Properties REIT (NWH REIT)).
The outcome of this review (the Fee and Governance Review) was announced on 1
April 2019, with an agreement having been reached on a new structure between the
Independent Directors (on behalf of Vital) and NWH REIT.
The key elements of the proposed new structure are:
››A reduced and tiered base fee (replacing the current flat base fee of 75 basis points)
as follows:
• 65 bps per annum up to $1bn of Vital’s gross asset value (GAV);
• 55 bps per annum from $1bn to $2bn of GAV;
• 45 bps per annum from $2bn to $3bn of GAV; and
• 40 bps per annum over $3bn of GAV;
››A modified incentive fee based on changes in Net Tangible Assets (N TA) (as opposed
to the current scheme which is based on gross assets) calculated as 10% of the
average annual increase in Vital’s NTA over the respective financial year and the two
preceding financial years. Also, the incentive fee calculations are subject to a “three
year high watermark”. In essence, this means that, unlike the current fee regime, the
Manager will not be paid an Incentive Fee in a year where NTA grows if it is still below
where it was on the last business day of the past three financial years;
››An activity based fee structure for such things as leasing etc, based on market rates;
and
››The Manager will permanently remove its unilateral right to remove unitholders’ right
to appoint and remove two independent directors (clause 30.11 of the Trust Deed for
Vital) and to increase fees (clause 22.5 of the Trust Deed).
Additional services, which may incur additional costs, will also form part of the proposed
new structure and will include, for example, services in respect of acquisitions and/or
disposals of investments and development management.

54
This Notice of Meeting includes significant additional detail on these proposed changes,
how we expect them to affect the fees paid by Vital to the Manager and the impact on
earnings, together with pro forma comparisons of prior periods as worked examples. I
encourage you to familiarise yourself with the contents of this Notice of Meeting.
Trust Deed Amendments
At this year’s meeting, unitholders will be asked to consider approving amendments to the
Trust Deed to reflect the outcome of the Fee and Governance Review. In addition, we are
proposing amendments to the Trust Deed which:
››are intended to bring the Trust Deed in line with best practice (for example, to allow
electronic participation at unitholder meetings);
››reflect Vital’s transition to the new NZX Listing Rules earlier this year; and
››are designed to enhance and modernise the language and interpretation of the Trust
Deed.
The amendments to reflect the outcome of the Fee and Governance Review, and those
set out above, are collectively referred to as the Trust Deed Amendments. A detailed
explanation of the key Trust Deed Amendments is set out in Schedule 1. A copy of the
full Trust Deed marked-up so as to show the Trust Deed Amendments is available at our
website: http://www.vitalhealthcareproperty.co.nz/our-structure.
A hard copy may also be obtained on request to:
By email: enquiry@vhpt.co.nz
By phone +64 9 973 7309
The Independent Directors recommend that unitholders vote IN FAVOUR of the
Trust Deed Amendments.
Appointment of Mr Andrew Evans
The other matter for unitholders to consider at the annual meeting will be the election of
Mr Andrew Evans as an Independent Director pursuant to the Trust Deed.
We look forward to discussing these matters with you at our upcoming annual meeting.
Kind regards
Bernard Crotty, Chair
NorthWest Healthcare Properties Management Limited

6
Letter from the
Independent Directors
of the Manager
Dear unitholders
As discussed in the Letter from the Chair of the Manager, unitholders are being given the
opportunity to vote on the Trust Deed Amendments, which include specific amendments
to give effect to the outcome of the Fee and Governance Review.
The agreement reached between the Manager and NWH REIT in relation to the Fee and
Governance Review was negotiated on behalf of Vital by the Independent Directors. We
formed a sub-committee of the Board for this purpose and had the benefit of independent
legal advice throughout the review process.
We believe that the:
››Fee and Governance Review has been fully and carefully considered, and that the
process leading to the proposed new fee and governance structure was robust; and
››proposed new fee and governance structure, as reflected in the Trust Deed
Amendments, is in the best interests of Vital and its unitholders and is, on balance, a
fair and reasonable outcome.
As you will see from the comparative historic examples outlined in the Explanatory Notes
on pages 14 and 15, the new fee structure would have resulted in lower Base Fees and
Incentive Fees for FY18 and FY19 than the current fee structure if it had been in place at the
time.
If Resolution 1, the resolution relating to the approval of the Trust Deed Amendments, is
passed, this will bring to an end the Fee and Governance Review process, providing Vital
with a solid basis from which to move forward and focus on generating superior financial
performance.
The Independent Directors fully support the Trust Deed Amendments and
recommend that unitholders vote IN FAVOUR of the Trust Deed Amendments.
We look forward to discussing these matters with you at our upcoming annual meeting.
Kind regards
Graham Stuart Andrew Evans
Independent Director Independent Director

76
NOTICE OF MEETING
Notice is hereby given that the 2019 annual meeting of Vital
Healthcare Property Trust unitholders will be held at the Level 4
Lounge, South Stand, Eden Park, Reimers Ave, Mt Eden, Auckland
on Thursday, 31 October 2019 commencing at 10.30am.
Agenda
Chair of the Manager and Interim Manager presentations
Annual Financial Statements
The annual financial statements of Vital for the year ended 30 June 2019 will be tabled at
the meeting.
Resolution 1 – Approval of Trust Deed Amendments
To consider and, if thought fit, pass the following special resolution:
That, for the purposes of s 139(2)(a)(i) of the Financial Markets Conduct Act 2013, the Trust
Deed Amendments be approved
Voting restrictions apply to Resolution 1, as explained in more detail in the Procedural
Notes.
Resolution 2 – Election of Independent Director
To consider and, if thought fit, pass the following ordinary resolution:
That Andrew Evans be elected as an Independent Director of NorthWest Healthcare
Properties Management Limited, the manager of the Vital Healthcare Property Trust
See the Explanatory Notes for the biographical details of Andrew Evans.
General business
To consider any other matter that may be lawfully considered at the meeting.
By Order of the Manager
Bernard Crotty, Chair
NorthWest Healthcare Properties Management Limited
Dated 3 October 2019
VITAL HEALTHCARE PROPERTY TRUST
NOTICE OF ANNUAL MEETING 2019

8
EXPLANATORY NOTES
Trust Deed Amendments
It is proposed that the Trust Deed is amended to reflect:
››the outcome of the Fee and Governance Review;
››the new NZX Listing Rules introduced by NZX on 1 January 2019 (the New Rules); and
››other improvements consistent with current best practice.
A marked-up Trust Deed has been prepared to reflect the proposed Trust Deed
Amendments and a copy is available on http://www.vitalhealthcareproperty.co.nz/our-
structure.
A hard copy of the Trust Deed marked to show the proposed amendments may also be
obtained on request:
By email: enquiry@vhpt.co.nz
By phone +64 9 973 7309
A summary of the significant Trust Deed Amendments is set out in Schedule 1.
Fee and Governance Review
On 1 April 2019, the Independent Directors of the Manager announced that they had
reached agreement on a new fees and governance structure with NWH REIT. The
agreement followed discussions over the first quarter of calendar 2019 and market
information from various sources, including a research report prepared by EY which
included feedback from unitholders representing approximately 40% of Vital’s unitholder
register (excluding NWH REIT).
Current fee provisions
The current structure of management fees set out in the Trust Deed involves:
››Base Fee: a monthly base fee of 0.75% per annum of the Gross Value of the Trust Fund
(as defined in the Trust Deed); and
››Incentive Fee: an annual incentive fee equal to 10% of the average annual increase
in the Gross Value of the Trust Fund over the relevant financial year and the two
preceding financial years.
There is a fee cap of 1.75% per annum of the Gross Value of the Trust Fund on the
Manager’s fee (the Fee Cap).
Subject to the Fee Cap, the Trust Deed allows the Manager to alter the amount of its Base
Fee or Incentive Fee by giving written notice to unitholders and the Supervisor.

98
In addition to these fee provisions, the Trust Deed allows the Manager to engage
related parties to provide services to the Trust, such as development management.
The provision of these services is subject to compliance with the restrictions on related
party transactions in the Financial Markets Conduct Act 2013. The Trust Deed does not
contemplate such fees for services being subject to the Fee Cap.
Proposed new regime for fees
Following the agreement reached between the Independent Directors and NWH REIT as
part of the Fee and Governance Review, the Trust Deed Amendments now contemplate an
amended regime for calculating Vital’s management fees.
Base Fee
It is proposed that the Base Fee be lowered as a proportion of the Gross Value of the Trust
Fund, based on various tiers. The Base Fee for any calendar month will be calculated as
the relevant amount below divided by 12:
››if the Gross Value of the Trust Fund is less than or equal to NZ$1 billion: 0.65% per
annum of such value;
››if the Gross Value of the Trust Fund is more than NZ$1 billion but less than or equal to
NZ$2 billion, the aggregate of:
• 0.65% per annum for the first NZ$1 billion (i.e., $6.5 million); and
• 0.55% per annum of the amount above NZ$1 billion;
››if the Gross Value of the Trust Fund is more than NZ$2 billion but less than or equal to
NZ$3 billion, the aggregate of:
• 0.65% per annum for the first NZ$1 billion (i.e., $6.5 million);
• 0.55% per annum for the second NZ$1 billion (i.e., $5.5 million); and
• 0.45% per annum of the amount above NZ$2 billion; and
››if the Gross Value of the Trust Fund is more than NZ$3 billion, the aggregate of:
• 0.65% per annum for the first NZ$1 billion (i.e., $6.5 million);
• 0.55% per annum for the second NZ$1 billion (i.e., $5.5 million);
• 0.45% per annum for the third NZ$1 billion (i.e., $4.5 million); and
• 0.40% per annum of the amount above NZ$3 billion.
The Base Fee will be calculated and payable each calendar month, as is the case
currently.

10
Incentive Fee
It is proposed that the Incentive Fee be changed so that it is calculated based on net
tangible assets (N TA) rather than the Gross Value of the Trust Fund. This follows feedback
from unitholders who were concerned that the Manager could increase its Incentive Fee
through increasing borrowings.
Further, the Incentive Fee will be subject to a “three year high watermark”, which will mean
that, when ascertaining the NTA for a financial year, the NTA figure will be compared
against the highest NTA on the last business day for the previous three financial years.
The increase in NTA for the applicable financial year’s Incentive Fee calculation will
be reduced to zero unless the actual NTA has increased above the “three year high
watermark”. In essence, this means that, unlike the current fee regime, the Manager will
not be paid an Incentive Fee in a year where NTA grows if it is still below where it was on
the last business day of the past three financial years.
Removal of ability to increase fees
The Manager’s ability to alter the amount of its Base Fee and Incentive Fee by giving
written notice will be removed.
Activity Fees and Additional Costs
To clarify ambiguity in the current Trust Deed, and provide greater transparency,
schedules have been added to the Trust Deed relating to Activity Fees and Additional
Costs.
Activity Fees relate to other services the Manager provides to the Trust (with the exception
of acquisition, disposition and development management services). As a result, they will
be included in the calculation of the Fee Cap.
A summary of the services and the associated Activity Fee is set out below.
Activity Fees
New leases or licences If the term of the lease or licence is less than three years, a
fee equal to 11% of the aggregate annual rental.
If the term of the lease or licence is three years, a fee equal to
12% of the aggregate annual rental.
If the term of the lease or licence is greater than three years,
the aggregate of (a) 12% of the aggregate annual rental and
(b) a further 1% for each full year by which the term exceeds
three years (up to a maximum of 20% of the aggregate
annual rental).
However, the fee shall not be less than $2,500 per new lease
or licence.
Lease or licence
renewals
A fee equal to 50% of the amount that would have been
payable if the lease was a new lease or licence.

1110
Activity Fees
Rent review For structured (non-market) rent reviews, or any market
rent review which does not result in a rental increase, an
administration fee of $1,000.
In the case of a market review, a fee equal to 10% of the
amount that the rental has increased by during the first year
that such increase applies, provided that the fee shall be not
less than $1,000.
Property management A fee equal to 1% - 2% of gross income depending on the
number of tenants at the property.
Facilities management A fee equal to the market rate for similar services at similar
properties and benchmarked by reference to a reputable
and high quality service provider.
Project management
fees
For any project with a budget of between $200,000 to
$2,500,000, where the purpose of the project is to upgrade,
repair or otherwise extend the life of the property, including
replacement or repair of major plant and equipment,
structural items and building envelope. The project
management fee will be an amount equal to:
• if the Manager is the project lead (i.e., has a project
management role), 2% of the committed spend; and
• if the Manager is not the project lead (i.e., does not have
a project management role), but has an oversight role,
1% of the committed spend.
Any project with a budget greater than $2,500,000 will
be treated in the same manner, provided that references
to “2%” and “1%” wil be replaced with “4%” and “2%”
respectively.
By contrast, Additional Costs relate to services provided by the Manager that extend
beyond its traditionally understood role as manager of the assets of Vital.
A summary of the services and associated Additional Cost is set out below.
Additional Costs
Acquisitions A fee equal to 1.5% of the capitalised cost of the relevant
investment, being the contracted price payable, excluding
any deductions netted off the settlement price (such as
rates), together with other related capitalised acquisition
costs.
Disposals A fee equal to 1.0% of the contracted sale price of the
relevant investment actually received, provided that, if a
third party agent has been engaged to provide services for
the disposal, then the fee payable to the Manager will be net
of the third party agent’s costs and commissions.
Developments A fee equal to 4% of the total project costs approved by the
board of the Manager.

12
1.75% Fee Cap per annum
The Fee Cap continues to apply to the Base Fee, Incentive Fee and the Activity Fees.
However, the Fee Cap will not apply to the Additional Costs outlined above.
Independent Directors’ costs
A provision has been added to the Trust Deed which permits the Manager to be
reimbursed from the Trust Fund for all costs, fees and expenses incurred in respect of the
appointment and engagement of the Independent Directors, including director’s fees,
associated insurance premiums and costs associated with attendance at meetings.
A comparative analysis of the new and old fee regimes
The Fee and Governance Review, if implemented, would be expected to have the following
effects:
››Lower base management fee improving earnings and cash available for distributions
››Tiered base management fee contributing to earnings growth as portfolio increases
in size
››Fees for activity at market rates promoting activities that add value for unitholders
››Incentive fee based on changes in NTA aligning Manager’s compensation with
unitholder’s bottom line growth in value
To help unitholders consider the merits of the new fee regime proposed as part of the Trust
Deed Amendments, we have compared the fees paid to the Manager over recent financial
years under the current regime with the fees that would have been payable if the new
fee regime had been in place at the time. This comparison is set out in the tables on the
following pages.

1312
Key Metrics
$NZD
FY18
$000s
FY19
$000s
FY18
c.p.u.
FY19
c.p.u.
Normalised NDI
1
Current Scheme49,1 4 250,99111.31c11.50c
Subject to Vote51,65553,10211.89c11.97c
change ($)2,5142,1120.58c0.48c
change (%)5.1% ▲4.1% ▲5.1% ▲4.1% ▲
Distributions
per unit
2
Current Scheme8.56c8.75c
Subject to Vote9.14c9.23c
change ($)0.58c0.48c
change (%)6.8% ▲5.4% ▲
Net Tangible
Assets
Current Scheme987,9761,029,744 $2.26 $2.31
Subject to Vote987,3181,029,831 $2.26 $2.31
change ($)(658)87 $- $-
change (%)0.0%0.0%0.0%0.0%
1
Includes saving from proposed change to incentive fee calculation.
2
Assumed payout ratio of 100% on savings from fee review.
Related Party Fee Review

14
Historical analysis - FY18 & FY19
FY18FY19
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Fees Expensed:$000s$000s$000s%$000s$000s$000s%
Base fee 11,856 9,483 2,37320% 13,839 10,783 3,05522%
Incentive fee 13,096 11,667 1,42811% 12,077 11,651 4274%
NorthWest Derivative Acquisition fee
1
- - - n.a. 2,834 2,834 - 0%
Disposition fee - - - n.a. - - - n.a.
Property Management fee 200 1,165 (965)(482%) 214 1,232 (1,018)(476%)
Facilities Management fee - - - n.a. - - - n.a.
Rent Review fees - 123 (123)n.a. - 152 (152)n.a.
AFSL Fee
2
781 781 - 0% 834 834 - 0%
Independent Directors Fees - 200 (200)n.a. - 200 (200)n.a.
Total Fees Expensed (A) 25,933 23,419 2,51410% 29,798 27,687 2,1127%
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Fees Capitalised:$000s$000s$000s%$000s$000s$000s%
Acquisition fee 1,342 2,289 (946)(71%) 222 354 (132)(59%)
Leasing fees – New Leases - 24 (24)n.a. - 87 (87)n.a.
Leasing fees – Renewals - 272 (272)n.a. - 142 (142)n.a.
Development Management fee 807 148 65882% 1,208 1,953 (746)(62%)
Project Management fee - 18 (18)n.a. - 25 (25)n.a.
Total Fees Capitalised (B) 2,149 2,751 (602)(28%) 1,430 2,561 (1,131)(79%)
Total Fees (A + B) 28,082 26,170 1,9117% 31,228 30,248 9803%
1
Derivative contract related to acquisition of an interest in Healthscope Ltd by NWHAAT
2
Australian Financial Services Licence
Related Party Fee Review

1514
Historical analysis - FY18 & FY19
FY18FY19
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Fees Expensed:$000s$000s$000s%$000s$000s$000s%
Base fee 11,856 9,483 2,37320% 13,839 10,783 3,05522%
Incentive fee 13,096 11,667 1,42811% 12,077 11,651 4274%
NorthWest Derivative Acquisition fee
1
- - - n.a. 2,834 2,834 - 0%
Disposition fee - - - n.a. - - - n.a.
Property Management fee 200 1,165 (965)(482%) 214 1,232 (1,018)(476%)
Facilities Management fee - - - n.a. - - - n.a.
Rent Review fees - 123 (123)n.a. - 152 (152)n.a.
AFSL Fee
2
781 781 - 0% 834 834 - 0%
Independent Directors Fees - 200 (200)n.a. - 200 (200)n.a.
Total Fees Expensed (A) 25,933 23,419 2,51410% 29,798 27,687 2,1127%
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Current
Scheme
Subject
to Vote
Benefit/
(Cost)
Benefit/
(Cost)
Fees Capitalised:$000s$000s$000s%$000s$000s$000s%
Acquisition fee 1,342 2,289 (946)(71%) 222 354 (132)(59%)
Leasing fees – New Leases - 24 (24)n.a. - 87 (87)n.a.
Leasing fees – Renewals - 272 (272)n.a. - 142 (142)n.a.
Development Management fee 807 148 65882% 1,208 1,953 (746)(62%)
Project Management fee - 18 (18)n.a. - 25 (25)n.a.
Total Fees Capitalised (B) 2,149 2,751 (602)(28%) 1,430 2,561 (1,131)(79%)
Total Fees (A + B) 28,082 26,170 1,9117% 31,228 30,248 9803%
1
Derivative contract related to acquisition of an interest in Healthscope Ltd by NWHAAT
2
Australian Financial Services Licence

16
Interim period from 1 April 2019
The outcome of the Fee and Governance Review was announced on 1 April 2019. To give
unitholders the benefit of the new fee regime as soon as possible, the Manager agreed to
procure that its fees would not be more than what they would be if the amendments had
been effective from 1 April 2019 (other than in respect of the incentive fee, the effective
date for which needed to be 1 July 2019 given the financial year based formulation). If the
Trust Deed Amendments are not approved by unitholders, adjustments will be made to
reverse this interim arrangement.
Deloitte Reasonable Assurance Report
Deloitte has been engaged by the Manager to review the above comparison of the
existing and proposed fee arrangements. A copy of the Deloitte Reasonable Assurance
Report is contained in Schedule 2.
Governance changes
In addition to the concessions regarding fees, NWH REIT has agreed to the removal of
clause 30.11 of the Trust Deed, which allowed it to remove unitholders’ right to appoint and
remove two independent directors to (and/or from) the board of the Manager.
NZX Listing Rules
The NZX has recently undertaken a review of its market structure and the NZX Listing
Rules and, as a result of that review, introduced the New Rules to replace the former NZX
Listing Rules dated 1 October 2017. All NZX Main Board listed issuers (such as Vital) are
required to transition to, and comply with, the New Rules, which took effect for Vital from
18 January 2019.
As a consequence of the transition to the New Rules, Vital’s Trust Deed needs to be
updated to ensure that it meets the requirements of, and is consistent with, the New Rules
(as required by New Rule 2.18.1).
The amendments proposed for these purposes are limited to those required to conform to
the New Rules to the extent that the New Rules apply to an issuer of fund securities (such
as Vital), as well as certain minor changes to update out-of-date references in the Trust
Deed and ensure that practical aspects of the Trust Deed better reflect current market
practice.
External legal review
Bell Gully advised the Manager on the preparation of the Trust Deed Amendments.
Chapman Tripp reviewed the Trust Deed Amendments on behalf of the Independent
Directors. MinterEllisonRuddWatts reviewed the Trust Deed Amendments on behalf of the
Supervisor.
Trust Deed Amendments not approved
As described above, the Trust Deed Amendments include amendments required to be
made for consistency with the New Rules. If unitholders do not approve the Trust Deed
Amendments at the annual meeting, the Manager will still need to arrange for the Trust
Deed to be amended such that those amendments required by the New Rules are made. If
the Supervisor is satisfied that those amendments do not have a material adverse effect
on unitholders, the Supervisor may approve them without a unitholder vote.

1716
Election of Independent Director
The Trust Deed provides that unitholders are entitled to appoint two Independent
Directors to the board of the Manager. While Mr Andrew Evans has been an Independent
Director on the board of the Manager since 2007, he has not previously been one of the
two Independent Directors appointed by unitholders (as the board has had more than two
Independent Directors). Following the resignation of Claire Higgins as an Independent
Director earlier this year, the board has determined that Mr Evans will now be one of the
two Independent Directors appointed by unitholders. Accordingly, Mr Evans is standing for
election as an Independent Director at this year’s annual meeting.
The biographical details of Mr Evans are set out below.
No nominations for Independent Directors were received by the Manager this year prior to
the closing date for nominations and, as a result, no other person is eligible to be elected
as a Director at the annual meeting.
Mr Evan’s appointment requires approval as an ordinary resolution (i.e., a simple majority).
The Board unanimously recommends the election of Andrew Evans as an
Independent Director.
Biographical notes – Andrew Evans
Andrew Evans has over 25 years’ experience in commercial real estate and asset
management, previously holding executive positions in listed and unlisted real estate
investment businesses. Andrew is a Director of Holmes Group Limited, Holmes GP Fire
Limited, Trust Investments Management Limited and Accessible Properties NZ Limited.
Andrew has recently retired as a director of NZX listed Argosy Property Limited. In
addition, Andrew is a past National President of the Property Council of New Zealand, a
fellow of the New Zealand Property Institute and a government appointee to the Land
Valuation Tribunal. He is a Chartered Fellow of the Institute of Directors and is on the
Auckland Branch Committee.
Andrew has a Bachelor of Business Studies and MBA (with distinctions) from Massey
University and a Diploma in Finance from Auckland University.

18
PROCEDURAL NOTES
Attendance and voting rights
1. Every unitholder, or that unitholder’s proxy, attorney or representative, is entitled to
attend the meeting and vote.
2. Voting will be by way of poll. On a poll, each unitholder has one vote for each unit.
3. If you are attending the meeting and voting in more than one capacity (e.g. also as
proxy, attorney or representative for one or more other unitholders), you must fill out
separate voting papers in respect of each capacity in which you vote.
Special resolution
4. Resolution 1 will be passed by special resolution at the meeting. A special resolution
means a resolution passed by unitholders with a combined value of not less than 75%
of the value of the units held by those persons who are entitled to vote and voting on
the resolution.
5. Resolution 1 refers to section 139(2)(a)(i) of the Financial Markets Conduct Act 2013.
Subject to Resolution 1 being passed by the requisite majority, it is proposed that the
Trust Deed Amendments are effected by the Supervisor and the Manager signing a
Deed of Amendment. This section of the Financial Markets Conduct Act 2013 provides
that the Supervisor must not consent to the Trust Deed Amendments unless they have
been approved by Unitholders.
Voting restrictions – Resolution 1
6. Under section 163(1) of the Financial Markets Conduct Act 2013, the Manager and its
Associated Persons (as that term is defined in that Act, which will include NWH REIT
and all of the directors of the Manager) are disqualified from voting on Resolution 1.
This restriction does not apply where they are casting a vote as a proxy for a person
who is entitled to attend and vote at the meeting where they are given an express
direction to vote.
7. If the Manager, its Associated Persons or any of their directors or officers are
appointed as a proxy by a unitholder entitled to attend and vote at the meeting
but are not directed how to vote on Resolution 1, they will not be able to vote that
unitholder’s units and will abstain in respect of those units. Therefore, if you intend to
appoint a director of the Manager as proxy, please direct them on how to vote. If you
do not provide a voting direction, the voting restrictions will apply and the director
will not be able to cast your vote.
Ordinary resolution
8. Resolution 2 will be passed if approved by ordinary resolution at the meeting. An
ordinary resolution means a resolution passed by a simple majority of the votes of
those unitholders entitled to vote and voting on the resolution.

1918
Abstentions
9. Unitholders that abstain from voting on a resolution will not be counted when
determining the unitholders that have voted on that resolution.
Chairperson
10. Trustees Executors Limited, as Supervisor of Vital, has advised that it will nominate
Tracey Cross to be chairperson of the meeting. Tracey Cross is a partner at DLA Piper
and is independent of the Manager and the Supervisor. In accordance with clause 6 of
Schedule 1 of the Trust Deed, the Supervisor appoints the chairperson of the meeting.
Proxies and board recommendation
11. A unitholder entitled to attend and vote at the meeting is entitled to appoint a proxy
to attend and vote instead of that unitholder. A proxy need not be a unitholder. A
unitholder may appoint the Chair of the meeting, or another person, to act as proxy.
Except where section 163 of the FMC Act applies, if the Chair of the meeting or an
officer of Trustees Executors Limited is appointed to act as proxy and is not directed
on how to vote, the proxy will vote in favour of all Resolutions.
12. A unitholder wishing to appoint a proxy should complete the enclosed proxy form. All
joint holders must sign the proxy form.
13. A proxy granted by a company must be signed by a duly authorised officer or attorney
who is acting under the company’s express or implied authority.
14. If the proxy is signed under a power of attorney or other authority, that power of
attorney or other authority or a copy of such power of attorney or authority certified
by a Notary Public or in such manner as the Manager shall approve (unless previously
provided to the Manager) and a completed certificate of non-revocation must
accompany the proxy form.
15. Completed proxy forms must be received by the Registrar, Computershare Investor
Services Limited at either Level 2, 159 Hurstmere Road, Takapuna, Auckland or Private
Bag 92119, Auckland 1142 or via email at corporateactions@computershare.co.nz or
via facsimile at +64 9 488 8787, by no later than 10.30am on Tuesday, 29 October 2019
(being 48 hours before the meeting).

20
SCHEDULE 1
- Detailed summary of Trust Deed Amendments
This schedule includes an explanation of the reasons for each of the key proposed Trust
Deed Amendments. It is not intended to replace a detailed review of the Trust Deed
Amendments.
A copy of the full Trust Deed marked so as to show the proposed amendments is available
at our website: http://www.vitalhealthcareproperty.co.nz/our-structure. A hard copy
may also be obtained on request to:
By email: enquiry@vhpt.co.nz
By phone +64 9 973 7309
Glossary
The following definitions are used in this schedule:
FMC Act Financial Markets Conduct Act 2013
FMC Regulations Financial Markets Conduct Regulations 2014
Listing Rules NZX Listing Rules in force from time to time
New Listing Rules the Listing Rules dated 1 January 2019
(which may be viewed on the NZX website at https://www.nzx.com/)
Old Listing Rules the Listing Rules dated 1 October 2017 (or earlier)
Vital Vital Healthcare Property Trust

2120
Clause referenceExplanatory Note
Clause 1 – Interpretation
1.1 – Definitions
relating to fees
Various new definitions have been added as part of the
revised fee provisions, being: “Activity Fees”, “Activity
Services”, “Additional Costs”, “Additional Services”, “Base
Fee”, “High Watermark Net Tangible Assets” and “Incentive
Fee”. These concepts are expanded on below.
1.1 – Definition of
“Borrow”
The definition has been amended to remove ambiguity
arising from historic drafting issues and to make it clear that
(a) only financial instruments that represent money borrowed
are included as “Borrowing”, rather than any financial
instruments; and (b) mandatory convertible notes are not
“Borrowing” if they are issued on the condition that they will
not be redeemed as cash.
1.1 – Definition
of “Convertible
Obligations”
The definition has been updated to reflect the term
“Financial Products” used in the New Listing Rules, as
expanded on below. There has been no change in substance
to this definition.
1.1 – Definition of
“Financial Product”
The definition “Securities” used in the Old Listing Rules
has been replaced with the term “Financial Products” for
consistency with the terminology used in the FMC Act.
Accordingly, references to “Securities” throughout the Trust
Deed have been replaced with “Financial Products” for
consistency with the New Listing Rules and the FMC Act.
1.1 – Definition of “Fund
Security”
A new definition has been added to reflect the introduction of
that definition under the New Listing Rules.
Under the New Listing Rules, managed investment schemes
like Vital are “Issuers of Fund Securities”. Accordingly,
references to “Equity Security” throughout the Trust Deed
have been replaced with “Fund Security” for consistency with
the New Listing Rules.
1.1 – Definition of
“Gross Income”
The definition is primarily used in the formulation of “Net
Income” in clause 13.6, which is an important concept in the
provisions relating to distributions. The definition of “Gross
Income” has been amended to exclude adjustments required
following amendments to generally accepted accounting
practice that require lease payments to be recognised on
a straight-line basis over the term of the lease. Because of
the connection between this definition and the payment of
distributions, it is considered preferable that “Gross Income”
be linked to rental payments actually received during a
Financial Year, rather than deemed to have been received
under a straight-line revenue recognition.
1.1 – Definition of
“Interest Group”
The definition has been updated to include any other
Financial Products issued by Vital. There has been no change
in substance to this definition.
1.1 – Definition of
“Issuer”
The definition has been amended to refer to the definition
used in the New Listing Rules for consistency with the New
Listing Rules.

22
Clause referenceExplanatory Note
1.1 – Definition of
“Liabilities”
A definition has been included for the purposes of calculating
the “Net Tangible Assets”.
1.1 – Definition of
“Listing Rules”
The definition has been updated to reflect minor changes
to the language used in the New Listing Rules. There is no
change in substance to this definition.
1.1 – Definition of
“Minimum Number”
The definition has been updated to use the definition “Listed”.
There is no change in substance to this definition.
1.1 – Definition of “Net
Tangible Assets”
A new definition has been added for the purposes of
calculating the Incentive Fee. The “Net Tangible Assets”
on any Business Day will be ascertained and fixed by the
Manager as being the Total Tangible Assets less Liabilities
(but excluding contingent liabilities) and any other amounts
which the Manager considers should be included for the
purposes of making a fair and reasonable determination
of Vital’s total net tangible assets having due regard to
generally accepted accounting practice.
1.1 – Definition of
“NZX”
The definition has been updated to reflect minor changes
to the language used in the New Listing Rules. There is no
change in substance to this definition.
1.1 – Definition of “NZX
Main Board”
The definition has been updated to reflect minor changes
to the language used in the New Listing Rules. There is no
change in substance to this definition.
1.1 – Definition of
“Ordinary Resolution”
The definition referred to Old Listing Rule 1.6.8, which has
been deleted under the New Listing Rules. Accordingly, this
definition has been updated to remove the reference to the
Old Listing Rule.
1.1 – Definition
of “Personal
Representative”
The definition has been added to clarify and simplify the
relevant provisions of the Trust Deed relating to personal
representatives of Unit Holders. There is no change in
substance.
1.1 – Definition of
“Quotation”
The definition has been amended to refer to the
corresponding definition used in the New Listing Rules for
consistency with the New Listing Rules. There is no change in
substance to this definition.
1.1 – Definition of
“Representative”
A new definition has been added to help simplify some of
the provisions relating to Unit Holder meetings. There is no
change in substance.
1.1 – Definition of
“Ruling”
The definition has been amended to refer to the corresponding
definition used in the New Listing Rules for consistency with
the New Listing Rules. There is no change in substance.
1.1 – Definition of “Total
Tangible Assets”
A new definition “Total Tangible Assets” has been added for
the purposes of calculating the “Net Tangible Assets”. “Total
Tangible Assets” means the total market value of Vital’s
assets that are considered to be tangible under generally
accepted accounting practice, but excluding unrealised
movements in currency reserves or derivatives, increases
arising solely from subscriptions received for new Units
and decreases arising solely from distributions paid to Unit
Holders.

2322
Clause referenceExplanatory Note
1.1 – Definition of
“ Vo t e ”
The definition has been amended to reflect the new definition
“Fund Securities” used under the New Listing Rules. There is
no change in substance to this definition.
1.9 – FMC Act –
Definitions
Clause 1.9 has been amended to reflect clause 1.6 which
provides that terms used in the Trust Deed which are defined
in the Listing Rules have the meaning given to them in the
Listing Rules (unless the context otherwise requires).
Clause referenceExplanatory Note
Clause 2 – Listing Rules – Compliance with NZX requirements
Clause 2 Clause 2 reflects Old Listing Rule 3.1.1, which set out the
content requirements for trust deeds. The New Listing Rules
no longer require these provisions to be included in Vital’s
Trust Deed and, accordingly, could be deleted. However,
these provisions remain relevant to Vital and, therefore, have
been retained and updated to reflect language used under
the New Listing Rules, as well as developments in market
practice.
2.1 – Compliance with
Rules
Clause 2.1 has been updated to reflect the application of the
New Listing Rules to Vital as an “Issuer of Fund Securities”,
and to reflect other minor changes to the language used in
the New Listing Rules.
2.2 – Incorporation by
reference
Clause 2.2 has been updated to reflect minor changes to the
language used in the corresponding New Listing Rule and
to ensure that the Trust Deed will remain compliant with the
New Listing Rules. There is no change in substance to this
clause.
2.3 – Listing Rules
prevail
Clause 2.3 has been updated to reflect the corresponding
New Listing Rule and market practice. There is no change in
substance to this clause.
2.4 – RulingClause 2.4 has been updated to reflect the corresponding
New Listing Rule. There is no change in substance to this
clause.
2.5 – Failure to Comply
with Listing Rules
Clause 2.5 has been updated to reflect the corresponding
New Listing Rule. There is no change in substance to this
clause.
Clause referenceExplanatory Note
Clause 6 – Issue Price
6.1 – PriceCross referencing change.
Clause referenceExplanatory Note
Clause 8 – Register
8.3 – Joint holdersClause 8.3 has been amended to remove the reference to
what happens on the death of a Unit Holder, which is already
dealt with under clause 15.11. This deletion is intended to
remove duplication.

24
Clause referenceExplanatory Note
8.7 – Reliance on
Register
Clause 8.7 has been amended to remove the inference that
there would be a certificate relating to the relevant Units. In
practice, Units are not certificated.
8.8 – Evidence of
ownership
Clause 8.8 has been amended to include the possibility
of the relevant Unit Holder acting through a Personal
Representative who would not be named as the Unit Holder
on the Register.
8.9 – No recognition of
trusts
Cross referencing change.
Clause referenceExplanatory Note
Clause 9 – Certificates, Subdivision, Consolidation
9.2 - StatementsClause 9.2 has been updated to reflect the corresponding
New Listing Rule.
Rules 8.3.1 and 8.3.4 each prescribes content requirements
for statements, although Rule 8.3.4 only applies where a
statement is issued following a transfer.
9.3 – Issuing of
confirmation
information and
statements
The ability for the Manager to prescribe a fee for statements
has been removed for consistency with the New Listing Rules.
Clause referenceExplanatory Note
Clause 10 – Calls on Units
10.6 – Subscriptions
paid by instalments
Clause 10.6 has been updated to use the new definition
“Personal Representative”.
Clause referenceExplanatory Note
Clause 11 – Forfeiture and Lien
11.4 – Notice and
entry of forfeiture in
Register
Clause 11.4 has been updated to use the new definition
“Personal Representative”.
11.6 – Manager has a
lien
Clause 11.6 has been amended to reflect that the Manager’s
lien is only over Units that are not fully paid.
11.10 – Proceeds of saleClause 11.10 has been amended to clarify to what the
proceeds of the sale of a forfeited Unit can be applied, and
to use the new definition “Personal Representative”.
Clause referenceExplanatory Note
Clause 13 – Distributions
13.6(a) – Determination
of Net Income
Clause 13.6(a) has been amended to clarify that capitalised
fees and costs are not included in the items that are
deducted from Gross Income when calculating Net Income.

2524
Clause referenceExplanatory Note
Clause 14 – Distribution Reinvestment Scheme
14.2 – Terms of schemeClause 14.2 has been amended to acknowledge that the
Listing Rules also regulate distribution reinvestment plans.
14.4 – Effectiveness of
election notice
The NZX has amended the New Listing Rules to specify
election date requirements for participation in a dividend
reinvestment plan. This amendment is due to take effect on 1
January 2020. Accordingly, clause 14.4 has been amended to
allow for these changes.
Clause referenceExplanatory Note
Clause 15 – Transfer and Transmission of Units
15.1 – Units
transferable
Clause 15.1 has been amended for a cross referencing change
and to remove the stipulation that instruments of transfer are
in writing (which is now dealt with in clause 15.2).
15.2 – TransfersClause 15.2 has been amended to reflect that, since transfers
are rarely in writing, the description of the methods of
transfer should be modernised.
15.3 – Method of
transfer
Clause 15.3 has been amended to remove the historic
references to the FASTER trading system and to modernise
the methods of transfer. It has also been updated for
consistency with the FMC Act.
15.4 – Forms of transferThis is a new provision that prescribes the requirements for an
instrument of transfer where a method of electronic transfer
is not used.
15.6 – Manager may
decline to register
Clause 15.6 has been updated to reflect the language in the
corresponding New Listing Rule.
15.8 – Manager may
sell small holdings
Clause 15.8 has been updated to reflect current market
practice as well as to reflect the language in the New Listing
Rules.
15.11 – Transmission of
Units
Clause 15.11 has been updated to use the new definition
“Personal Representative” and for cross referencing changes.
15.12 – Managers of
incapable persons
Clause 15.12 has been updated to use new definitions.
15.13 – Registration
by Personal
Representative
Clause 15.13 has been updated to use the new definition
“Personal Representative”.
15.14 – Rights
of managers
and personal
representatives
Clause 15.14 has been amended to simplify the language
and to reflect the new definition “Personal Representative”,
thereby avoiding the need to restate the concept in this
clause.
15.15 – Joint Personal
Representatives
Clause 15.15 has been amended to clarify that where two
or more Personal Representatives control a Unit, they are
deemed to be joint holders of the Unit for the purposes of the
Trust Deed.

26
Clause referenceExplanatory Note
Clause 16 – Takeover Restrictions
16 – Takeover Clauses 16 – 18 set out the takeover restrictions that apply to
Vital. Vital is not subject to the Takeovers Code, as it is not
a “code company”. Takeover restrictions were required to
be included in Vital’s Trust Deed under the Old Listing Rules.
However, the New Listing Rules no longer require Vital to
include these restrictions in its Trust Deed. Nevertheless, they
are equally not required to be deleted. As the restrictions
provide protections for Unit Holders, it is proposed to retain
them. As the equivalent sections of the New Listing Rules no
longer apply to Vital, certain amendments are required to
ensure the provisions of the Trust Deed can stand without
reference to the New Listing Rules.
16.1 - DefinitionsCertain definitions are required to be amended to ensure
they can stand without the relevant sections of the New
Listing Rules, which no longer apply to Vital.
The definitions “Minority Veto Provisions” and “Relevant
Group” are no longer required and have been deleted.
An amendment to the definition of “Transfer” has been
included to clarify that the creation or enforcement of a
permitted security interest is excluded from the definition of
“Transfer”.
16.2 – Application of
NZX Listing Rules
A new clause has been added to reflect that, to the extent
that clauses 16 – 19 of the Trust Deed refer to relevant
provisions of the New Listing Rules, it is to aid interpretation
only and does not mean that those provisions of the New
Listing Rules apply to Vital.
The old clause 16.2 has been deleted as it is no longer
relevant as the equivalent New Listing Rules no longer apply
to Vital.
16.3 – Notice and
Pause
Clause 16.3 has been amended to allow the takeover
provisions to stand without reference to the New Listing
Rules, which no longer apply to Vital. The amendments do not
alter the application of the provisions, which is preserved as it
was under the Old Listing Rules.
New sub-clause (d) is consistent with the language in Old
Listing Rule 4.5.6 and which otherwise had been cross
referenced. It is restated here to ensure the provisions still
work on a standalone basis.
16.4 – Additional
requirements
Clause 16.4 has been amended to accommodate the fact
that there may be no applicable rules under the New Listing
Rules.

Clause referenceExplanatory Note
Clause 17 – Enforcement of Takeover Restrictions
17.4 – Powers of
Affected Group
Minor amendments have been made to this clause to simplify
drafting. There is no change to the substance of this clause.
17.6 – Remedies limited Clause 17.6 has been amended to correct what appears to
have been an historic cross referencing error in this clause.

2726
Clause referenceExplanatory Note
Clause 18 – Compulsory Acquisition provisions
Old clauses 18.1
- 18.3 – Adoption
and Modification of
Takeover Provisions
Clauses 18.1 – 18.3 have been deleted as they are no longer
required to be included under the New Listing Rules. The
effect of these clauses was that the takeover provisions
could only be amended at a meeting of Unit Holders. As the
takeover provisions are now solely set out in the Trust Deed,
and any amendments to the Trust Deed continues to require
Unit Holder approval, these provisions are unnecessary. Any
modification to the takeover restrictions applying to Vital will
continue to require Unit Holder approval.
Clause referenceExplanatory Note
Clause 19 – Takeovers Code and Holding by Bare Trustee
19.2 – Holding by bare
trustee
Section 4 is no longer the correct reference in the New Listing
Rules. The equivalent section in the New Listing Rules does
not apply to Vital. As a result, the reference to “section 4” of
the Listing Rules has been deleted, such that the reference is
now to the New Listing Rules generally.
Clause referenceExplanatory Note
Clause 22 – Remuneration of Manager
22.1 – Maximum feeClause 22.1 imposes a cap on fees paid to the Manager
of 1.75% per annum of the Gross Value of the Trust Fund.
Amendments to this clause have been made to clarify its
application in practice, and to avoid practical issues in
determining how the Fee Cap should be applied. Those
changes are to clarify that:
• the Fee Cap applies to the Base Fee, Incentive Fee
and Activity Fees, being fees payable to the Manager
in respect of its management services. For example,
Additional Services (which extend beyond the
traditionally understood role as manager of the assets of
the Vital trust) are not included in the calculation of the
Fee Cap;
• the calculation is done on an annual basis on the last day
of the Financial Year, with reference to the Gross Value of
the Trust Fund as at that date; and
• it relates to the Base Fee, Incentive Fee and Activity Fees
attributable to that Financial Year. For example, it does
not matter that the Incentive Fee is payable early in the
following Financial Year.
The current Trust Deed does not include any provision for
what should happen if the Fee Cap is exceeded in a Financial
Year. The proposed amendment at the end of clause 22.1 is
to provide that any excess above 1.75% is carried forward
to the following Financial Year such that the aggregate of
that excess together with the Base Fee, Incentive Fee and
Activities for that subsequent Financial Year will not exceed
the 1.75% cap.

28
Clause referenceExplanatory Note
22.2 – Composition of
fee
Clause 22.2 has been amended to make it clear that the fees
referred to in clause 22 (being the Base Fee, Incentive Fee and
Activity Fees) are to compensate the Manager for performing
the functions of the Manager contemplated by section 142 of
the FMC Act. This clarifies, for example, that those fees are
not for performing additional functions that the Manager or
a related party might provide from time to time, which, for
example, could be regulated by the related party transaction
regime in the FMC Act.
22.3 – Base feeAs agreed and announced on 1 April 2019 following the
fee review, the Base Fee has been reduced from 0.75%
per annum of the Gross Value of the Trust Fund to being
calculated on a tiered basis as follows:
• 0.65% per annum in respect of the first $1 billion of the
Gross Value of the Trust Fund;
• 0.55% per annum in respect of the Gross Value of the
Trust Fund between $1 billion and $2 billion;
• 0.45% per annum in respect of the Gross Value of the
Trust Fund between $2 billion and $3 billion; and
• 0.40% per annum in respect of the Gross Value of the
Trust Fund above $3 billion.
The clause has also been amended to clarify that the Base
Fee is calculated on a calendar month basis.
22.4 – Incentive FeeAs agreed and announced on 1 April 2019 following the fee
review, the Incentive Fee provisions have been amended such
that it is now calculated by reference to Vital’s Net Tangible
Assets, rather than the Gross Value of the Trust Fund.
As a result, subject to the below, the Incentive Fee in respect
of a Financial Year will now equal 10% of the average annual
increase in the Net Tangible Assets over that Financial Year
and the two preceding Financial Years.
However, the calculation of the Incentive Fee will now also
be calculated by reference to a “three year high watermark”
threshold. This means that the Net Tangible Assets for a
Financial Year will be measured against the highest of the Net
Tangible Assets on the last business day of the previous three
Financial Years – the “High Watermark Net Tangible Assets”.
If the Net Tangible Assets for the applicable Financial Year is
less than the High Watermark Net Tangible Assets, then the
increase in annual Net Tangible Assets will be deemed to be
zero and no Incentive Fee will be payable for that Financial
Year.
This formulation has been added to make it more difficult
for the Incentive Fee to become payable during periods
immediately following a reduction in Net Tangible Assets. For
example, if Net Tangible Assets fall in a Financial Year but
then increases in the following Financial Year, the amount
of the increase in Net Tangible Assets would need to be
more than the decrease in the previous Financial Year to be
counted towards the Incentive Fee calculation, and then only
the excess would be counted.

2928
Clause referenceExplanatory Note
22.5 – Activity FeesAs agreed and announced on 1 April 2019 following the fee
review, a new schedule of Activity Fees has been added to
the Trust Deed. These fees relate to activities of the Manager
relating to Vital’s properties. The activities and fees are set
out in a detailed schedule to the Trust Deed but, in summary,
include:
• New leases or licences – a fee of at least $2,500, but
ultimately the fee depends on the term, starting at 11% of
the aggregate annual rental if the term is less than three
years. Above three years it is the aggregate of 12% and a
further 1% for each full year above three years (adjusted
pro rata);
• Renewals – a fee equal to 50% of the amount that would
have been paid if it was a new lease or licence;
• Rent reviews – a fee of $1,000 for a structured (non-
market) rent review or any market rent review that does
not result in a rental increase, or a fee equal to 10% of the
rental increase in the first year for market rent reviews (or
$1,000 if greater);
• Property management fees – a fee equal to 1-2% of gross
income depending on the number of tenants;
• Facilities management fees – a fee equal to the
market rate for similar services at similar properties,
benchmarked by reference to a reputable service
provider and which fee is recoverable from tenants
through outgoings, provided, however, that the fee will
not be payable where a third party provider is engaged to
provide facilities management services; and
• Project management fees – for projects with a budget of
between $200,000 to $2,500,000, a fee equal to 2% if the
Manager is the project lead, or 1% if just an oversight role.
Any project with a budget greater than $2,500,000 will
be treated in the same manner, provided that references
to “2%” and “1%” will be replaced with “4%” and “2%”
respectively. Payment will be due at the completion of the
relevant project.
22.6 – Payment The previous provision required the Manager to apply the
Incentive Fee to subscribe for Units in Vital notwithstanding
that it may contravene the Listing Rules or the Trust Deed to
do so, or be adverse to Unit Holders’ interests (e.g., because
it risked compromising PIE status). This clause has been
amended to make it clear that the Manager is not required
to apply the Incentive Fee to subscribe for Units if to do so
would (i) be inconsistent with the Listing Rules or applicable
laws or (ii) have an adverse effect on Unit Holders other than
the Manager and its Associated Persons (in the opinion of the
Manager, acting reasonably).
22.5 – Additional fee As agreed and announced on 1 April 2019 following the
fee review, clause 22.5 has been deleted. It provided the
Manager with the ability to increase the amount of the Base
Fee and the Incentive Fee on written notice, subject to the
Fee Cap.

30
Clause referenceExplanatory Note
Clause 23 – Removal and Retirement of Manager
23.1 – Removal Clause 23.1 has been amended to include due process
provisions to ensure that, before the Supervisor decides
whether to exercise its powers of removal of the Manager
under section 185(1)(a) of the FMC Act, it gives notice to the
Manager, allows the Manager the opportunity to respond and
considers the Manager’s response before taking action. The
due process provisions are subject to the FMC Act, including
the Supervisor’s duty to act in the best interests of Unit
Holders.
23.2 – Fee on removalClause 23.2 has been amended to reflect that Vital
Healthcare Management Limited’s name was changed to
NorthWest Healthcare Properties Management Limited.
23.7 – Appointment of
replacement
The amendments to this clause are for clarity and are not
intended to change its substance. The amendment is to
clarify that the Supervisor has the necessary power to act on
the direction of Unit Holders in respect of the appointment of
a new manager.
Clause referenceExplanatory Note
Clause 25 – Supervisor’s and Manager’s Liabilities and Indemnities
25.4 – Reimbursement
of expenses
Clause 25.4 has been added to permit the Manager to be
reimbursed from the Trust for all costs, fees and expenses
incurred in respect of the appointment and engagement
of the Independent Directors, including director’s fees,
associated insurance premiums and costs associated with
attendance at meetings.
Clause referenceExplanatory Note
Clause 27 – Manager’s Powers, Duties and Covenants
27.5 – Additional
Services
This is a new clause that is intended to provide clarity around
the ability of the Manager to be engaged on behalf of the
Trust to provide services that extend beyond its traditionally
understood role as manager of the assets of the Vital trust.
For example, consistent with market practice, the Manager
may be engaged to perform additional work in connection
with acquisition opportunities. This clause, and the
associated schedule, provide transparency as to what those
services and costs will be. They are:
Acquisitions – services in relation to the acquisition of
new Investments, with a corresponding cost of 1.5% of the
capitalised costs of the relevant investment (i.e., the price
payable excluding deductions netted off the settlement price
together with other related capitalised acquisition costs);
Disposals – services in respect of disposals of Investments,
with a corresponding cost of 1.0% of the contracted sale
price, provided that if a third party agent has been engaged
to provide services for the disposal, then their costs and
commissions will be deducted from the amount payable to
the Manager; and

3130
Clause referenceExplanatory Note
Clause 27 – Manager’s Powers, Duties and Covenants continued
27.5 – Additional
Services
Developments – services in respect of a development project,
such as managing procurement of required consents,
negotiating principal agreements, ensuring compliance,
managing insurances, coordination of design, procurement
and contractors, managing the construction process and
budgets. The corresponding cost is 4.0% of the total project
costs approved by the board, provided that, if the Manager
engages a third party provider to provide development
management services and the fee payable to that third party
is payable by the Manager and not re-charged to the tenant
by way of rentalisation, then the costs of the third party will
be deducted from the amount payable to the Manager.
Payments will be based on the achievement of milestones.
In addition, the Manager will pay the costs incurred by the
independent directors where they are required to carry out
due diligence over and above the level that which would be
consistent with standard market practice in order to satisfy
the requirements of sections 172 – 175 of the FMC Act in the
event of an acquisition or disposal involving a related party.
Clause referenceExplanatory Note
Clause 29.5 – Meetings of Unit Holders
29.5 – Interest Group
meetings
Clause 29.5 has been updated to reflect new definitions.
Clause referenceExplanatory Note
Clause 30 – Independent Directors
30.1 - PrincipleClause 30.1 has been updated to remove the reference to
clause 30.11 which has been deleted.
30.11 – Termination of
clause
As agreed and announced on 1 April 2019 following the fee
review, clause 30.11 has been deleted. That clause allowed
the shareholder of the Manager to remove, by giving written
notice, the right of Unit Holders to appoint and remove
two Independent Directors. If the shareholder exercised
that power it would be able to appoint and remove all
Independent Directors.
Clause referenceExplanatory Note
Clause 34 – Notices
34.3 – Notices
to managers and
representatives of unit
holders
Clause 34.3 has been updated to use the new definition
“Personal Representative”. The content of this clause relating
to how notices may be served is not required as it is covered
by the balance of clause 34.

32
Clause referenceExplanatory Note
Clause 37 – Taxation Liability
37.1 – Definition of
“Relevant Person”
Clause 37.1 has been updated to use the new definition
“Personal Representative”.
37.3 – Sale of unitsClause 37.3 has been updated to use the new definition
“Financial Products”.
Clause referenceExplanatory Note
Clause 38 – Changes to Dates
38 – Changes to DatesClause 38 has been amended to clarify that if dates are
changed such that the length of a Distribution Period or
Financial Year changes any calculations under the Trust Deed
will be adjusted on a pro rata basis to reflect the shorter or
longer period so as to ensure that the change does not have
an unintended economic impact.
Clause referenceExplanatory Note
Clause 39 – Contracts Privity
39 – Contracts PrivityClause 39 has been amended to reflect the new Contract
and Commercial Law Act 2017.
Clause referenceExplanatory Note
Schedule 1 – Additional Services and Additional Costs
See the explanation above.
Clause referenceExplanatory Note
Schedule 2 – Activity Services and Activity Fees
See the explanation above.

3332
Clause referenceExplanatory Note
Schedule 3 – Meetings of Unit Holders
2 – Notice of Meetings Clause 2 has been amended to use the new definition
“Personal Representative” and to modernise the language.
3 – QuorumClause 3 has been amended to reflect the permitted
methods of participation under clauses 5 and 6 of Schedule
11 of the FMC Regulations, which now include participation
by electronic means. Other amendments have been made to
make use of new definitions and to simplify the language.
4 – Method of holding
meetings
Clause 4 has been amended to include the requirements of
clauses 4 and 6 of Schedule 11 of the FMC Regulations, rather
than incorporating them by reference. This will now permit
electronic participation at Unit Holder meetings.
8 – Voting RightsClauses 8(b) and (c) have been added to align the Trust Deed
with clauses 7 and 11 of Schedule 11 of the FMC Regulations
and to permit electronic voting. Clause 8(d)(ii)(B) has been
amended to reflect the updated language used in New
Listing Rule 6.2.4. Clause 8(c) has been deleted as it has been
replaced by the use of new definitions. Clause 8(e) has been
added to reflect market practice where two or more persons
attempt to vote the same unit.
9 – ProxiesClause 9 has been amended in order to align the Trust Deed
with clause 10 of Schedule 11 of the FMC Regulations and
to remove duplication. For example, clause 9(e) has been
deleted as it is covered by clause 9(a).
14 – Special Resolution
binds all Unit Holders
Clause 14 has been amended to modernise the language.
There is no change in substance.

SCHEDULE 2
- Deloitte Reasonable Assurance Report

INDEPENDENT ASSURANCE REPORT

To the Board of Directors of Northwest Healthcare Properties Management Limited, as the
Manager of the Vital Healthcare Property Trust (the ’Manager’)

Report on the comparison of management fees charged under existing and proposed fee
arrangements

The Manager has prepared the Comparison of Management fees charged under existing and proposed fee
arrangements by Northwest Healthcare Properties Management Limited to Vital Healthcare Property Trust
and its subsidiaries (the ‘Trust’) for the years ended 30 June 2018 and 30 June 2019 (the ‘Comparison’) as
included in Appendix 1. The Comparison has been prepared in accordance with the definitions (the
‘Definitions’) as set out in Appendix 2 of this report.

The Comparison has been compiled to illustrate the impact of the proposed fees for the Trust, so presents
the existing management fees as charged by the Manager to the Trust for the years ended 30 June 2018 and
2019 (‘the Current scheme’), and pro-forma fees (the ‘subject to vote’ fees referred to as the proposed fees
per Appendix 1) for the years ended 30 June 2018 and 2019 as if the proposed fee arrangements had been
in effect from the beginning of those financial years.

We have been engaged to provide a reasonable assurance report on the Comparison, for inclusion in the
Notice of Annual Meeting 2019.

Opinion

In our opinion, the Comparison has been prepared, in all material respects, in accordance with the
Definitions.

Basis for Conclusion

We conducted our reasonable assurance engagement in accordance with the International Standard on
Assurance Engagements (New Zealand) 3000 (Revised): Assurance Engagements Other than Audits or
Reviews of Historical Financial Information (‘ISAE (NZ) 3000 (Revised)’) issued by the New Zealand Auditing
and Assurance Standards Board.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
conclusion.

Board of Directors of the Manager’s Responsibility

The Board of Directors of the Manager are responsible for preparing the Comparison in accordance with the
Definitions. This responsibility includes identification of the risks that threaten the preparation of the
Comparison in accordance with the Definitions and the design, implementation and maintenance of internal
controls relevant to mitigating those risks.

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of Professional and Ethical Standard
1 (Revised): Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance
Standards Board, which is founded on fundamental principles of integrity, objectivity, professional
competence and due care, confidentiality and professional behaviour.

Other than in our capacity as independent auditor and the provision of other assurance reports, we have no
relationship with or interests in the Trust or the Manager. These services have not impaired our
independence as independent assurance practitioner.

The firm applies Professional and Ethical Standard 3 (Amended): Quality Control for Firms that Perform
Audits and Reviews of Financial Statements, and Other Assurance Engagements issued by the New Zealand
Auditing and Assurance Standards Board, and accordingly maintains a comprehensive system of quality
control including documented policies and procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.

Our Responsibility

Our responsibility is to express an opinion on whether the Comparison has been prepared, in all material
respects, in accordance with the Definitions. ISAE (NZ) 3000 requires that we plan and perform this
engagement to obtain reasonable assurance about whether the Comparison is free from material
misstatement.

A reasonable assurance engagement involves performing procedures to obtain evidence about the
preparation of the Comparison. The nature, timing and extent of procedures selected depend on our
judgement, including the identification and assessment of risks of material misstatement of the Comparison.
In making those risk assessments we considered internal controls relevant to the Company’s preparation of
the Comparison.

Our procedures also included, but were not limited to:
 Developing an understanding of the process used, and controls in place, to collect the data for the
calculations used in preparing the Comparison.
 Reconciling the existing management fee included in the Comparison to the audited financial statements.
 Agreeing a sample of inputs for the proposed fees to underlying source data.
 Recalculating the proposed fee arrangements as set out in the Definitions.

These procedures have been undertaken to form an opinion as specified above.

Inherent Limitations

Because of the inherent limitations of an assurance engagement, together with the inherent limitations of
any systems of internal controls, it is possible that fraud, error or non-compliance may occur and not be
detected even though the engagement is properly planned and performed in accordance with the Standards
on Assurance Engagements.

The purpose of the Comparison is solely to illustrate the impact of the proposed fee arrangements for the
Trust. Accordingly, this engagement does not provide assurance that the fees will be calculated in
accordance with the Definitions in the future. In addition, the quantum of the pro-forma fees may not be
indicative of the fees that will be charged in future periods. Further, the Definitions provided in Appendix 2
may need to change, or may be interpreted differently in future periods depending on the types of
transactions undertaken.

The opinion expressed in this report has been formed on the above basis.

Use of Report

This report is made solely to the Board of Directors of the Manager of the Trust. We disclaim any assumption
of responsibility for any reliance on this report or on the Comparison to which this report relates for any
purpose other than the purpose for which it was prepared. This report should be read in conjunction with the
Comparison, the Definitions and other information provided by the Board of Directors of the Manager in the
Notice of Meeting of the Annual Meeting papers. However, we take no responsibility for, nor do we report on,
any other information provided by the Board of Directors of the Manager that is not specifically mentioned in
this Report. To the fullest extent permitted by law we do not accept or assume responsibility to anyone other
than the Board of Directors of the Manager of the Trust for the conclusions we have formed.

Deloitte Limited
30 September 2019
Auckland, New Zealand

APPENDIX 1
: COMPARISON

Historical Analysis - FY18 & FY19
Current
Subject
Benefit/
Benefit/
Current
Subject
Benefit/
Benefit/
Scheme
to Vote
(Cost)
(Cost)
Scheme
to Vote
(Cost)
(Cost)
Fees Expensed:
$000s
$000s
$000s
%
$000s
$000s
$000s
%
Base fee
11,856

9,483

2,373
20%
13,839

10,783

3,055
22%
Incentive fee
13,096

11,667

1,428
11%
12,077

11,651

427
4%
Nort hWest Derivat ive Ac quisit ion fee
1
-

-

-

n.a.
2,834

2,834

-

0%
Disposit ion fee
-

-

-

n.a.
-

-

-

n.a.
Property Management fee
200

1,165

(965)
(482%)
214

1,232

(1,018)
(476%)
Fac ilit ies Management fee
-

-

-

n.a.
-

-

-

n.a.
Rent Review fees
-

123

(123)
n.a.
-

152

(152)
n.a.
AFSL Fee
2
781

781

-

0%
834

834

-

0%
Independent Directors Fees
-

200

(200)
n.a.
-

200

(200)
n.a.
Total Fees Expensed (A)
25,933

23,419

2,514
10%
29,798

27,687

2,112
7%
Current
Subject
Benefit/
Benefit/
Current
Subject
Benefit/
Benefit/
Scheme
to Vote
(Cost)
(Cost)
Scheme
to Vote
(Cost)
(Cost)
Fees Capitalised:
$000s
$000s
$000s
%
$000s
$000s
$000s
%
Ac quisit ion fee
1,342

2,289

(946)
(71%)
222

354

(132)
(59%)
Leasing fees – New Leases
-

24

(24)
n.a.
-

87

(87)
n.a.
Leasing fees – Renewals
-

272

(272)
n.a.
-

142

(142)
n.a.
Development Management fee
807

148

658
82%
1,208

1,953

(746)
(62%)
Project Management fee
-

18

(18)
n.a.
-

25

(25)
n.a.
Total Fees Capitalised (B)
2,149

2,751

(602)
(28%)
1,430

2,561

(1,131)
(79%)
Total Fees (A + B)
28,082

26,170

1,911
7%
31,228

30,248

980
3%
1
Derivative contract related to acquisition of an interest in Healthscope Ltd by NWHAAT
2
Australian Financial Services Licence
FY18
FY19

APPENDIX 2: DEFINITIONS
Definitions for the Existing Management Fees
Existing management fees are defined in clause 22.2 of the Trust Deed dated 1 September 1999 and as
amended 29 November 2016 (the ‘Trust Deed’), extracted as follows:

The Manager’s fee shall be comprised of:
a) In respect of each month, a fee equal to 0.75% per annum of the monthly average of the Gross Value of
the Trust Fund for the quarter ended on the last day of that month (calculated by aggregating the Gross
Value of the Trust Fund at the end of each month during that quarter and dividing the sum by three)
(referred to as the ‘Base fee’).

b) In respect of each Financial Year, an incentive fee of an amount equal to 10% of the average annual
increase in the Gross Value of the Trust Fund over the relevant Financial Year and the two preceding
Financial Years. The increase shall be measured between the first and last days of each Financial Year.
Should there be a distribution of capital, that amount will be added back for the purposes of this
calculation. Where an Investment is acquired at any time during the Financial Year it shall be deemed to
have been purchased on the first day of that Financial Year. Any increase in the Gross Value of the Trust
Fund arising solely by subscription received of New Units shall be ignored (referred to as the ‘Incentive
fee’).

The following fees charged by the Manager are not defined in the Existing Trust Deed and have previously
been charged on a case by case basis following agreement with the Trustee: NorthWest Derivative
Acquisition fee, Property Management fee, Australian Financial Service Licence (“AFSL”) fee, Acquisition fee,
and Development Management fee.

Definitions for the proposed management fees
Proposed management fees are defined in the amended Trust Deed dated 30 September 2019 (the
‘amended Trust Deed’), extracted as follows:

Base fee The Base Fee will be calculated each calendar month on the basis described in
22.3(b). For these purposes the “Gross Value of the Trust Fund”
1
will be the monthly
average of the Gross Value of the Trust Fund for the calendar quarter ended on the
last day of that month (calculated by aggregating the Gross Value of the Trust Fund
at the end of each calendar month during that calendar quarter and dividing such
sum by three).

The Base Fee for any calendar month shall be calculated as the amount below
divided by 12:
i. if the Gross Value of the Trust Fund is less than or equal to $1 billion, 0.65%
per annum of such value;
ii. if the Gross Value of the Trust Fund is greater than $1 billion, but less than
or equal to $2 billion, the aggregate of:
a. $6.5 million (being 0.65% of the first $1 billion); and
b. 0.55% per annum of the amount by which such value exceeds $1
billion;
iii. if the Gross Value of the Trust Fund is greater than $2 billion, but less than
or equal to $3 billion, the aggregate of:
a. $6.5 million (being 0.65% of the first $1 billion);
b. $5.5 million (being 0.55% of the second $1 billion);
c. 0.45% per annum of the amount by which such value exceeds $2
billion; and

iv. if the Gross Value of the Trust Fund is greater than $3 billion, the aggregate
of:
a. $6.5 million (being 0.65% of the first $1 billion);
b. $5.5 million (being 0.55% of the second $1 billion);
c. $4.5 million (being 0.45% of the third $1 billion); and
d. 0.40% per annum of the amount by which such value exceeds $3
billion.
Incentive fee The Manager shall be entitled to an annual incentive fee of an amount equal to 10%
of the average annual increase in the Net Tangible Assets
2
of the Trust over the
relevant Financial Year and the two preceding Financial Years (in each case as
adjusted pursuant to this clause 22.4). For the purposes of determining the increase
in the Net Tangible Assets for a Financial Year, the actual Net Tangible Assets on the
last day of that Financial Year shall be measured against the High Watermark Net
Tangible Assets
3
applicable to that Financial Year such that the increase in the Net
Tangible Assets for the Financial Year will reduce to zero if the actual Net Tangible
Assets does not exceed the High Watermark Net Tangible Assets applicable to that
Financial Year. Where an Investment
4
is acquired at any time during a Financial Year
it shall be deemed to have been purchased on the first day of that Financial Year.
Acquisition fee A fee equal to 1.5% of the capitalised cost of the relevant Investment, being the
contracted price payable by the Supervisor (or the Subsidiary, as the case may be),
excluding any deductions netted off the settlement price (such as rates), together
with other related capitalised acquisition costs.

In the case of an acquisition that involves the provision of a related party benefit in
compliance with sections 172 - 175 of the FMC Act
5
, the Manager must pay any costs
reasonably and properly incurred
12
by or on behalf of the Independent Directors
11
in
carrying out due diligence that is over and above the level of due diligence that
would be consistent with standard market practice for a proposed acquisition that did
not involve the provision of a related party benefit (for example, the cost of any
market valuation of the relevant assets). Any such amounts may be set off against
management fees otherwise payable.
Disposition fee A fee equal to 1.0% of the contracted sale price of the relevant Investment actually
received by the Supervisor (or the Subsidiary, as the case may be) (the Disposal
Fee), provided that, if a third party agent has been engaged to provide services for
the disposal, then the fee payable to the Manager will be an amount equal to the
Disposal Fee less the third party agent’s costs and commissions.
In the case of a disposal that involves the provision of a related party benefit in
compliance with sections 172 - 175 of the FMC Act, the Manager must pay any costs
reasonably and properly incurred by or on behalf of the Independent Directors in
carrying out due diligence that is over and above the level of due diligence that
would be consistent with standard market practice for a disposal that did not involve
the provision of a related party benefit (for example, the cost of any market
valuation of the relevant assets). Any such amounts may be set off against
management fees otherwise payable. For clarity, the fee payable to the Manager in
respect of a disposal will not be reduced below zero.
Leasing fees –
new leases
A fee calculated as follows for each new lease or licence:
a) if the term of the lease or licence is less than three years, an amount equal
to 11% of the aggregate annual Rental
6
;
b) if the term of the lease or licence is three years, an amount equal to 12% of
the aggregate annual Rental;
c) if the term of the lease or licence is greater than three years, the aggregate
of:
i. an amount equal to 12% of the aggregate annual Rental; and
ii. a further 1% of the annual Rental in respect of each full year by
which the term of the lease or licence exceeds 3 years (adjusted pro
rata for part years), up to a maximum of 20% of the aggregate
annual Rental,

provided that the fee shall not be less than $2,500 per new lease or licence.
Leasing fees –
renewals
A fee equal to 50% of the amount that would have been payable if the lease or
licence was a new lease or licence.

Rent review fees
In the case of a structured (non-market) rent review, or any market rent review
which does not result in a Rental increase, an administration fee of $1,000.

In the case of a market rent review, a fee equal to 10% of the amount that the
Rental has increased by during the first year that such increase applies,
provided that the fee shall not be less than $1,000.

Property
management fee
A fee equal to between 1%-2% of gross income
10
depending on the number of
tenants at the property. The fee percentage between 1% and 2% (each inclusive)
will be determined based on the following:

(i) 1% where the property has one principal tenant;
(ii) 1.5% where the property has between two and five tenants; and
(iii) 2% where the property has six or more tenants.

Where a single property operator manages multiple sub-tenants at a property, it will
be treated as a single tenant for those purposes.

Where the property is comprised of a medical centre and hospital, the fee will be
based on the number of tenants (excluding sub-tenants) in the medical centre and
hospital.

The Manager will deduct any amounts recovered by it by way of outgoings from
amounts payable to it as a property management fee.
Facilities
management fee
A fee equal to the market rate for similar services at similar properties and
benchmarked by reference to a reputable and high quality service provider
11
and
which fee is recoverable from tenants through outgoings.

This fee is payable unless there is a contract in place with a third party external
provider to provide facilities management services.
Development fee A fee equal to 4% of the total project costs approved by the board of the Manager.

However, if:
a) the Manager engages a third party external provider for the development
management services; and
b) the fee payable to the third party external provider (“Relevant Amount”) is
payable by the Manager and not re-charged to the tenant by way of
rentalisation.

The development fee of 4% must be reduced by the Relevant Amount.
Notwithstanding the foregoing, the Manager may, at its discretion, agree in writing to
charge a fee lower than that which would be otherwise payable for particular
projects.
Project
management fee
The Manager will be entitled to a project management fee in respect of any project
with a budget of between $200,000 to $2,500,000, where the purpose of the project
is to upgrade, repair or otherwise extend the life of the property, including but not
limited to replacement or repair of major plant and equipment, structural items and
building envelope.

The project management fee will be an amount equal to:
a) if the Manager is the project lead (i.e., has a project management role), 2%
of the committed spend; and
b) if the Manager is not the project lead (i.e., does not have a project
management role), but has an oversight role, 1% of the committed spend.

For these purposes ‘committed spend’ is the budget approved by the board of the
Manager.

Any project with a budget greater than $2,500,000 will be treated in the manner
specified under (a) and (b) above provided, however, that the references to “2%”
and “1%” will be replaced with “4%” and “2%” respectively.

The following table sets out key definitional terms as defined by the Manager:

1 Gross Value of the Trust Fund Gross Value of the Trust Fund in respect of any Business Day
7

means such sum as is ascertained and fixed by the Manager in
respect of that Business Day as being the greater of:

a) the book value of the tangible assets
8
of the Trust and its
Subsidiaries as disclosed by the most recently published
consolidated annual financial statements of the Trust; and
b) the aggregate of:
i. the Market Value of all of the Investments other
than Cash;
ii. any income accrued or payable but not included in
such Market Value; and
iii. the amount of Cash forming part of the Trust Fund,

(in both cases irrespective of and ignoring any liabilities attributable
to the assets or of any Subsidiaries or other entities through which
the assets are held).
2 Net Tangible Assets Net Tangible Assets or NTA in respect of any Business Day means
such sum as is ascertained and fixed by the Manager in respect of
that Business Day using the following formula:

NTA = A- L

Where:

A = the Total Tangible Assets
9
of the Trust; and
L = all Liabilities and any other amounts which, in the opinion of the
Manager, should be included in such aggregate for the purposes of
making a fair and reasonable determination of the total net tangible
assets of the Trust, having due regard to generally accepted
accounting practice (as that term is defined in the Financial
Reporting Act 2013).
3 High Watermark Net Tangible
Assets
High Watermark Net Tangible Assets means, in respect of a Financial
Year, an amount equal to the higher of:

a) the Net Tangible Assets as at the last Business Day of the
previous Financial Year (FY-1);
b) the Net Tangible Assets as at the last Business Day of the
Financial Year immediately before FY-1 (FY-2); and
c) the Net Tangible Assets as at the last Business Day of the
Financial Year immediately before FY-2 (FY-3).
4 Investment
Investment means any investment, asset, right, or property of
any nature at any time forming part of the Trust Fund.
5 FMC Act
Financial Market Conduct Act 2013
6 Rental
Rental means, in respect of a period:
1) in the case of a gross lease or licence, the actual rent
(including, but not limited to, turnover rent) payable by
the tenant under the lease or licence for that period; or
2) in the case of a net lease or licence, the aggregate of the
actual rent (including, but not limited to, turnover rent),
tenant recoveries and other outgoings payable by or
charged by the landlord to the tenant under the lease or
licence for that period, in any case ignoring any
incentives or concessions.
7 Business Day
Business Day means a day on which NZX is open for trading.
8 Tangible Assets
Tangible asset are assets of a monetary nature or have a
physical substance such as:
 Investment properties
 Derivative financial instruments
 Property Plant and Equipment
 Cash and cash equivalents

9 Total Tangible Assets
Total Tangible Assets means the consolidated total market value
of the assets of the Trust and its Subsidiaries that are considered
to be tangible assets including, without limitation, the amount of
Cash and receivables, but excluding:
a) any unrealised movements in currency reserves and
derivatives (including derivatives relating to interest
rates or currency) during the relevant Financial Year;
b) any increase in the tangible assets of the Trust arising
solely from subscriptions received for new Units (net of
any fees incurred relating to such subscriptions); and
c) any decrease in tangible assets arising solely from
distributions of any kind paid to Unit Holders other than
normal course recurring distribution payments.
10 Gross income
Gross Income in relation to a Financial Year means the gross
income of the Trust Fund in respect of that Financial Year, taking
account of all income accrued or accruing due, but for the
avoidance of doubt excluding adjustments required under
generally accepted accounting practice (as that term is defined
in the Financial Reporting Act 2013) requiring lease payments to
be recognised on a straight-line basis over the term of the lease.
11 Reputable and high quality
service provider
A reputable and high quality service provider is determined by the
Manager.
12 Costs reasonably and
properly incurred by or on
behalf of the Independent
Directors
A costs reasonably and properly incurred by or on behalf of the
Independent Directors determined by the Manager.
NorthWest Derivative
Acquisition fee
Derivative contract related to acquisition of an interest in
Healthscope Ltd by NorthWest Healthcare Australia Asset Trust.
AFSL
Australian Financial Services Licence fee.
Independent Directors Fees
Subject to clause 25.6, the Supervisor and the Manager shall
each be entitled to be reimbursed out of the Trust Fund for all
expenses, costs or liabilities incurred by them respectively in or
about acting as Supervisor or Manager (as the case may be)
under this deed. Without prejudice to the generality of the
foregoing, the Supervisor and the Manager shall be entitled to
be indemnified against:
a) all costs, charges, disbursements and expenses incurred
in connection with the investigation, negotiation,
acquisition, registration, custody, disposal of or other
dealing with an Authorised Investment, including,
without limitation, commission, bank charges and stamp
duty;
b) all income tax, capital gains tax, stamp duties, and all
other duty, tax or impost properly charged to or payable
by the Supervisor or Manager (whether by any trading
authority or any other person) in connection with and for
the account of the Trust;
c) interest on Borrowings, discounts and acceptance and
other fees in respect of bill facilities;
d) costs of postage in respect of all cheques, accounts,
Certificates, distribution statements, notices, reports and
other documents sent to all or any Unit Holders in
accordance with the provisions of this deed;
e) costs of convening and holding any meeting of Unit
Holders;
f) all costs, fees and expenses incurred in respect of the
appointment and engagement of the Independent
Directors, including (without limitation):
i. director fees for the Independent Directors;
ii. associated insurance premiums for the
Independent Directors; and

iii. costs in connection with attendance at meetings
(including associated travel and accommodation
costs);
g) costs of preparing and printing cheques, accounts,
Certificates, distribution statements, notices, reports and
other documents required to be prepared in connection
with the Trust, pursuant to this deed, the rules or
requirements of any stock exchange on which the Units
are listed, or any relevant law;
h) all costs, charges and expenses of and incidental to the
preparation, execution and stamping of this deed and
any supplemental deeds, the preparation and
registration of any product disclosure statement or
register entry, the acquisition, registration, custody,
disposal or other dealing with Investments, including
bank charges and stamp duty, and the expenses of any
agents or nominated company of the Supervisor or the
manager but excluding any incidental expense which is
not an out-of-pocket expense or disbursement incurred
(by deduction or otherwise) by the Manager or the
Supervisor;
i) fees and expenses of any valuer, auditor, solicitor,
barrister, property manager, agent or consultant,
computer expert or other expert from time to time
engaged by the Manager or by the Supervisor in the
discharge of their respective duties and exercise of
powers under this deed;
j) expenses in connection with the establishment and
maintenance of accounting systems and the keeping of
accounting records and the Register;
k) all costs, charges and expenses incurred in the
advertising and promotion of the Trust;
l) all costs, charges and expenses incurred in connection
with or which are incidental to the application for the
listing of the Units on any stock exchange and the costs
of the maintenance of such listing,
m) any expense or liability which may be incurred by the
Supervisor or the Manager (as the case may be) in
bringing or defending any action or suit in the Trust or
the provisions of this deed; and
n) all costs or expenses of any nature (including without
limitation amounts payable to contractors and
professional consultants) in respect of the acquisition of
any Land;
o) the cost of the preparation and lodgement of returns
pursuant to any law;
p) any other expenses properly and reasonably incurred by
the Supervisor or the Manager in connection with
carrying out their respective duties under this deed.

All such items (other than those referred to in sub-paragraph
(m)) shall unless the Manager determines otherwise, be
chargeable against the Gross Income.

The Supervisor or the Manager may at any time elect not to
seek reimbursement from the Trust Fund for any expense, cost
or liability without prejudicing the right of the Supervisor or the
Manager to be reimbursed for any other expense, cost or liability
(whether or not of a similar nature).

SCHEDULE 3
- Supervisor Comments on Trust Deed Amendments
text

Level 7, 51 Shortland Street, Auckland 1010
PO Box 4197, Auckland 1140
TEL +64 9 308 7100

Trustees Executors Limited Securing Financial Futures since 1881
www.trustees.co.nz
To: Each of the Unit Holders of the Vital Healthcare Property Trust

This letter is written to you by Trustees Executors Limited (TEL), as Supervisor of the Vital Healthcare Property Trust
(Trust), in relation to the proposal by NorthWest Healthcare Properties Management Limited (Manager) to approve
certain amendments to the Trust Deed of the Trust by a Special Resolution at a meeting of Unit Holders on 31 October
2019.
The proposed amendments to the Trust Deed reflect the outcome of the fee and governance review undertaken by the
Manager (which included feedback from Unit Holders representing approximately 40% of the register). The outcome of
the review was also announced on 1 April 2019.
If the Special Resolution is passed by Unit Holders, the fee and governance review will be considered completed (as
the outcomes will be set out in the Trust Deed, effective 31 October 2019). If the Special Resolution is not passed by
Unit Holders, those amendments that have been made to reflect the Trust’s transition to the new NZX Listing Rules will
still be made (subject to TEL being satisfied that those amendments will not have a material adverse effect on Unit
Holders).
We confirm that as Supervisor we have been consulted by the Manager in relation to the proposed amendments and,
in conjunction with our legal advisers, have reviewed and commented on the revised Trust Deed and the Notice of
Annual Meeting (including the accompanying explanatory notes and summary of the Trust Deed amendments).
We are satisfied that, from the perspective of the Unit Holders, the Special Resolution has been properly put in
accordance with the provisions of the Trust Deed and relevant legislation. We are also satisfied that the explanatory
notes (at page 10) and detailed summary of the Trust Deed amendments (set out in Schedule 1) present a fair and
accurate summary of the proposed amendments and their implications generally for Unit Holders so that an informed
voting decision can be made by Unit Holders. It is, however, up to you to decide how you vote on the Special Resolution,
based on your assessment of the proposed amendments to the Trust Deed.
We should point out that, subject to there being the necessary quorum at the meeting, if the Special Resolution is passed
by Unit Holders with a combined value of not less than 75% of the value of the units held by those persons who are
entitled to vote (and voting), then the amendment will be binding on all Unit Holders no matter how they voted or even
if they have taken no action at all.
The Supervisor encourages you to read the accompanying explanatory notes and detailed summary of the Trust Deed
amendments (set out in Schedule 1) in full in order to make an informed decision before voting on the Special Resolution.
If you are unable to attend the meeting but would like to vote, please complete the proxy form included in the Notice of
Meeting bundle and forward it in accordance with the instructions set out in the proxy form. We strongly encourage you
to vote on the Special Resolution.
If you are in any doubt about these matters you are encouraged to consult your financial adviser, solicitor, accountant
and/or other professional adviser in relation to your investment in the Trust.

Yours sincerely
TRUSTEES EXECUTORS LIMITED

MATTHEW BAND
GENERAL MANAGER
CORPORATE TRUSTEE SERVICES

text

Level 7, 51 Shortland Street, Auckland 1010
PO Box 4197, Auckland 1140
TEL +64 9 308 7100

Trustees Executors Limited Securing Financial Futures since 1881
www.trustees.co.nz
To: Each of the Unit Holders of the Vital Healthcare Property Trust

This letter is written to you by Trustees Executors Limited (TEL), as Supervisor of the Vital Healthcare Property Trust
(Trust), in relation to the proposal by NorthWest Healthcare Properties Management Limited (Manager) to approve
certain amendments to the Trust Deed of the Trust by a Special Resolution at a meeting of Unit Holders on 31 October
2019.
The proposed amendments to the Trust Deed reflect the outcome of the fee and governance review undertaken by the
Manager (which included feedback from Unit Holders representing approximately 40% of the register). The outcome of
the review was also announced on 1 April 2019.
If the Special Resolution is passed by Unit Holders, the fee and governance review will be considered completed (as
the outcomes will be set out in the Trust Deed, effective 31 October 2019). If the Special Resolution is not passed by
Unit Holders, those amendments that have been made to reflect the Trust’s transition to the new NZX Listing Rules will
still be made (subject to TEL being satisfied that those amendments will not have a material adverse effect on Unit
Holders).
We confirm that as Supervisor we have been consulted by the Manager in relation to the proposed amendments and,
in conjunction with our legal advisers, have reviewed and commented on the revised Trust Deed and the Notice of
Annual Meeting (including the accompanying explanatory notes and summary of the Trust Deed amendments).
We are satisfied that, from the perspective of the Unit Holders, the Special Resolution has been properly put in
accordance with the provisions of the Trust Deed and relevant legislation. We are also satisfied that the explanatory
notes (at page 10) and detailed summary of the Trust Deed amendments (set out in Schedule 1) present a fair and
accurate summary of the proposed amendments and their implications generally for Unit Holders so that an informed
voting decision can be made by Unit Holders. It is, however, up to you to decide how you vote on the Special Resolution,
based on your assessment of the proposed amendments to the Trust Deed.
We should point out that, subject to there being the necessary quorum at the meeting, if the Special Resolution is passed
by Unit Holders with a combined value of not less than 75% of the value of the units held by those persons who are
entitled to vote (and voting), then the amendment will be binding on all Unit Holders no matter how they voted or even
if they have taken no action at all.
The Supervisor encourages you to read the accompanying explanatory notes and detailed summary of the Trust Deed
amendments (set out in Schedule 1) in full in order to make an informed decision before voting on the Special Resolution.
If you are unable to attend the meeting but would like to vote, please complete the proxy form included in the Notice of
Meeting bundle and forward it in accordance with the instructions set out in the proxy form. We strongly encourage you
to vote on the Special Resolution.
If you are in any doubt about these matters you are encouraged to consult your financial adviser, solicitor, accountant
and/or other professional adviser in relation to your investment in the Trust.

Yours sincerely
TRUSTEES EXECUTORS LIMITED

MATTHEW BAND
GENERAL MANAGER
CORPORATE TRUSTEE SERVICES

Lodge your proxy
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New
Zealand
By Fax
+64 9 488 8787
By Email
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
For your vote to be effective it must be received by 10.30am on Tuesday, 29 October 2019
Voting/Proxy Form
Attending the Meeting
If you plan to attend the meeting please bring this Voting/Proxy Form
with you to the meeting as it contains your attendance slip. All
unitholders are entitled to attend the meeting.
Appointment of Proxy
A unitholder entitled to attend and vote at the meeting is entitled to appoint
a proxy to attend and vote instead of that unitholder. A proxy need not be a
unitholder. A unitholder may appoint the chair of the meeting, or another
person, to act as proxy. To do this, enter 'The Chair of the Meeting' or the
name of your proxy in the space allocated in 'Step 1' of this form.
Voting of your holding
Should you wish to direct the proxy how to vote, please indicate with a tick
in the appropriate box overleaf. If you do not provide a voting direction to
the proxy, they will, subject to the voting restrictions, vote at their discretion
(or may not vote).
If you do not name a person as your proxy or your named proxy does
not attend, but you otherwise complete the proxy form in full (including
providing a voting direction), the Chair of the meeting will act as your
proxy and will vote in accordance with your express direction. If,
however, no voting direction is provided, the chair will vote in favour of
all Resolutions.
Voting restrictions – Resolution 1
Under section 163(1) of the Financial Markets Conduct Act 2013, the
Manager and its Associated Persons (as that term is defined in that
Act, which will include NWH REIT and all of the directors of the
Manager) are disqualified from voting in favour of Resolution 1, other
than where such vote is cast as a proxy for a person who is
entitled to vote and does so in accordance with the express
directions on the proxy form. Therefore, if you intend to appoint a
director of the Manager as proxy, please direct them on how to
vote. If you do not provide a voting direction, the voting
restrictions will apply and the director will not be able to cast
your vote.
Further details of these restrictions are set out in the procedural notes
in the Notice of Meeting.
Signing Instructions
Individual
A unitholder wishing to appoint a proxy should complete this proxy form.
Joint Holding
All joint holders must sign this proxy form.
Power of Attorney
If this proxy form is signed under a power of attorney or other authority,
that power of attorney or other authority or a copy of such power of
attorney or authority certified by a Notary Public or in such manner as the
Manager shall approve (unless previously produced to the Trust) and a
completed certificate of non-revocation must accompany this proxy form.
Companies
A proxy granted by a company must be signed by a duly authorised officer
or attorney who is acting under the company's express or implied authority.
Comments & Questions
If you have any comments or questions for the Trust, please write them on
a separate sheet of paper and return it with this form.
Returning your form
Completed proxy forms must be received by Computershare Investor
Services Limited at the mailing address, fax number or e-mail address
shown above by no later than 10.30am on Tuesday, 29 October
2019 (being 48 hours before the meeting).
Turn over to complete the form to appoint a proxy and vote
SAMPLE

Voting/Proxy Form

being a unitholder/unitholders of Vital Healthcare Property Trust

hereby appoint of

or failing him/her of
as my/our proxy to vote for me/us at the annual meeting of unitholders of Vital Healthcare Property Trust to be held at Level 4 Lounge, South
Stand, Eden Park, Reimers Ave, Mt Eden, Auckland, on Thursday, 31 October 2019 at 10.30am and at any adjournment of that meeting.

Tick  in box to record your vote

Proxy
Resolutions

For Against Discretion Abstain
Resolution 1
That, for the purposes of s 139(2)(a)(i) of the Financial Markets Conduct
Act 2013, the Trust Deed Amendments be approved.

Resolution 2
That Andrew Evans be elected as an Independent Director of NorthWest
Healthcare Properties Management Limited, the manager of the Trust.

Unitholder 1

Unitholder 2

Unitholder 3

or Sole Director/Director

or Director (if more than one)

Contact Name Contact Daytime Telephone Date

ATTENDANCE SLIP

Annual meeting of unitholders of Vital Healthcare Property Trust
to be held at the Level 4 Lounge, South Stand, Eden Park, Reimers Ave,
Mt Eden, Auckland on Thursday, 31 October 2019, commencing at
10.30am
Please note: This part of the form can only be used as voting instructions for a proxy vote or as a voting paper at the meeting. Please note
that if units are held jointly, the voting instruction is given on behalf of each joint holder. Unless otherwise instructed, but subject to the voting
restrictions, the proxy will vote (or choose not to vote) as he or she thinks fit. Should you wish to direct the proxy to vote, please indicate with
a tick in the appropriate box below.

If you wish, you may appoint as your proxy "The Chair of the Meeting". Except where section 163 of the Financial Markets Conduct Act 2013,
applies, if the Chair is not directed, the Chair will vote in favour of all Resolutions.

Capitalised terms used but not defined in this Voting/Proxy Form have the meanings given to them in the Notice of Meeting accompanying this form.
SIGN
Signature of Unitholder/Unitholders This section must be completed.
STEP 2
STEP 1
Proxy Form (for use if you are unable to attend the meeting)
Voting Instructions/Voting Paper
SAMPLE

---

vitalhealthcareproperty.co.nz
3 October 2019

Vital releases Notice of Annual Meeting 2019

Vital Healthcare Property Trust advises that the following documents will be sent to unitholders today:

- A Notice of Annual Meeting 2019;

- A Voting/Proxy Form for the Annual Meeting 2019.

This year’s meeting will contain an important vote to consider amendments to the Trust Deed including changes to the
Manager’s fees. To assist your consideration of this, a mark-up of the proposed amendments to the Trust Deed can be
found at http://www.vitalhealthcareproperty.co.nz/our-structure

The Annual Meeting will be held at the Level 4 Lounge, South Stand, Eden Park, Reimers Ave, Mt Eden, Auckland on
Thursday 31 October 2019 commencing at 10.30am.

For more information, visit our website at www.vitalhealthcareproperty.co.nz

– ENDS -

ENQUIRIES
Miles Wentworth, Interim Manager
NorthWest Healthcare Properties Management Ltd, Tel +61 3 8656 1517, Email mwentworth@nwhpm.com.au
Stuart Harrison, Chief Financial Officer
NorthWest Healthcare Properties Management Ltd, Tel 09 973 7302, Email sharrison@nwhpm.com.au
Jason Kepecs, Director, Investments & Investor Relations
NorthWest Healthcare Properties Management Ltd, Tel 09 973 7303, Email jkepecs@nwhpm.com.au

About Vital Healthcare Property:

Vital Healthcare Property Trust is an NZX-listed fund that invests in high-quality health and medical-related properties
in New Zealand and Australia. Our tenants are hospital and healthcare operators who provide a wide range of medical
and health services.

With a core focus on healthcare real estate, we understand and accommodate the needs of our healthcare tenants.
We operate in a niche segment of the property market, characterised by long weighted average lease terms and high
occupancy rates and with an ageing population across both countries, it’s also one that’s growing.

For more information, visit our website: www.vitalhealthcareproperty.co.nz

D&O Ongoing Disclosure – Andrew Evans Appointment of a new Fund Manager for Vital

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.