Unit Purchase Plan Offer Opens

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Properties Management Ltd

13 October 2020


Unit Purchase Plan opens
NorthWest Healthcare Properties Management Limited (the Manager), as manager of Vital
Healthcare Property Trust (
Vital), is pleased to announce the opening of its $25m unit purchase plan
(
UPP). The UPP forms part of Vital's $150m capital raising announced on 7 October 2020, together
with the underwritten
( 1)
$125m placement of new units undertaken on 7 October 2020 (Placement).

The UPP is open to existing Vital unitholders who were recorded as having a registered address in
New Zealand on Vital's register as at 5.00pm (NZ time) on 6 October 2020 (unless that person holds
units on behalf of another person who resides outside of New Zealand).

Eligible unitholders will receive their personalised application forms to apply for up to a maximum
of $50,000 of new units per unitholder at an issue price equal to the lower of:
a) $2.80 per new unit (being the same issue price as the Placement undertaken on 7 October
2020); and
b) a 2.5% discount to the volume weighted average price of Vital units traded on the NZX during
the five trading days up to, and including, the end of the UPP offer period.

The Manager has the ability to accept additional applications above $25 million at its discretion, and
if scaling of the UPP is required, applications will be scaled having regard to existing units at 5.00pm
NZ time on 6 October 2020 (being the Record Date for the UPP).

The new units issued will rank equally with existing Vital units on issue and will be eligible for the
FY21 first quarter distribution payable in December.

Unitholders can apply online at www.vitalunitoffer.co.nz
until 5.00pm (NZ time) on Wednesday, 28
October 2020.

The UPP offer document will be sent to eligible unitholders today and can be found at
www.vitalunitoffer.co.nz
. Online applications are strongly encouraged.
Record Date: 5.00pm NZ time, 6 October 2020
Announcement of Offer: 7 October 2020
Unit Purchase Plan Opening Date: 13 October 2020
Offer Document and Application Form sent to
eligible unitholders:
13 October 2020
Unit Purchase Plan Closing Date (last time
for online applications, or for receipt of an
5.00pm NZ time, 28 October 2020

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management L
vhpt.co.nz
Page 2 of 3
Application Form by Computershare, with
payment):
Unit Purchase Plan issue price announced: 29 October 2020
Allotment of new units under the Unit
Purchase Plan and commencement of
trading:
4 November 2020

These dates are subject to change and are indicative only. The Manager reserves the right to alter the key dates,
subject to applicable laws and the NZX Listing Rules. The Manager reserves the right to withdraw the unit
purchase plan at any time prior to the issue of the units under the unit purchase plan at its absolute discretion.


– ENDS –

ENQUIRIES
Aaron Hockly
Fund Manager, Vital Healthcare Property Trust

Tel 09 973 7301, Email aaron.hockly@nwhreit.com
Michael Groth
Chief Financial Officer, NorthWest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com

About Vital (NZX code VHP):

Vital Healthcare Property Trust is an NZX-listed fund that invests in high-quality healthcare
properties in New Zealand and Australia including private hospitals (~81% of rent), Medical Office
Buildings (~11% of rent) and aged care (~8% of rent).

Vital is the only specialist listed landlord of healthcare property in Australasia and currently has a
portfolio valued at over $2 billion.

Vital is managed by NorthWest Healthcare Properties Management Limited, a subsidiary of Toronto
Stock Exchange listed NorthWest Healthcare Properties REIT, a global owner and manager of
healthcare property.

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

Disclaimer

This announcement is not a product disclosure statement or offering document under New Zealand
law or under any other law. It is for information purposes only and does not constitute an offer,
invitation or recommendation to subscribe for, retain or purchase any securities in Vital in any
jurisdiction. This announcement does not constitute financial product advice or investment advice
and does not and will not form part of any contract for the acquisition of Vital securities.
This market announcement has been prepared for publication in New Zealand and may not be
released to US wire services or distributed in the United States. This announcement does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States (or to, or
for the account or benefit of, any person in the United States) or any other jurisdiction. Any securities
described in this announcement have not been, and will not be, registered under the U.S. Securities

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management L
vhpt.co.nz
Page 3 of 3
Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or
not subject to, registration under the U.S. Securities Act and applicable US state securities laws.
The information in this announcement is of general background and does not purport to be complete.
It should be read in conjunction with Vital’s other market announcements lodged with NZX, which are
available at www.nzx.com/companies/VHP.

1
NorthWest Healthcare Properties REIT committed, on behalf of its owned and controlled entities, to participate in the Placement
by subscribing for $31.9m of new units, representing its pro rata holding in Vital. The balance of the Placement was underwritten
by Forsyth Barr Group Limited and Goldman Sachs New Zealand Limited

---

Vital Healthcare Property TrustBrand Identity Guidelines Version 1
Managed by NorthWest Healthcare
Properties Management Limited
13 October 2020
UNIT
PURCHASE PLAN
Offer Document
GO TO WWW.VITALUNITOFFER.CO.NZ FOR MORE INFORMATION AND TO APPLY ONLINE.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
2
This is an important document. You should read the whole document in conjunction with the
accompanying letter from the Chair and other information available through NZX under the
ticker ‘VHP’ before deciding whether to subscribe for Units. If you have any doubts as to what
you should do, please consult your broker, financial, investment or other professional adviser.
This Offer Document may not be distributed outside New Zealand.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

vitalunitoffer.co.nz
3
Contents
4 IMPORTANT INFORMATION
6 CHAIR'S LETTER
8 KEY DETAILS
8 KEY DATES
9 QUESTIONS AND ANSWERS
13 TERMS AND CONDITIONS
18 GLOSSARY
19 DIRECTORY

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
4
Important Information
GENERAL INFORMATION
This Offer Document has been prepared by NorthWest Healthcare
Properties Management Limited (Manager) in its capacity as the
manager of Vital Healthcare Property Trust (Vital). It relates to an
offer of new ordinary units (Offer Units) under a unit purchase plan
(the Offer).
The Offer is made to Eligible Unitholders under the exclusion in
clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013
(FMCA) and in reliance on a class waiver and ruling issued by
NZX Regulation dated 30 September 2020 (NZX Waiver). The
effect of the NZX Waiver in the context of the Offer is to amend
the definition of 'Share Purchase Plan' under the Listing Rules to
permit an offer of up to NZ$50,000 to each registered holder
(or beneficial holder) in New Zealand under the Offer without
unitholder approval.
This Offer Document is not a product disclosure statement or
prospectus for the purposes of the FMCA or any other law, and
does not contain all of the information which may be required in
order to make an informed investment decision about the Offer or
Vital.
FURTHER IMPORTANT INFORMATION
A presentation providing further important information in relation
to Vital and the Offer has been published by the Manager on 7
October 2020 (the Investor Presentation). A copy of the Investor
Presentation and other information released on 7 October 2020
are available at www.nzx.com under the ticker code "VHP".
The Investor Presentation describes the rationale for the Offer and
explains in more detail the expected impact of the Offer on Vital’s
financial position, including a non-exhaustive summary of certain
key risks associated with Vital and the Offer.
You should read the Investor Presentation in full, as it contains
important information to assist you in making an investment decision
in respect of the Offer. In particular, you should read and consider
pages 14 to 18 of the Investor Presentation (Key risks) before
making an investment decision.
ADDITIONAL INFORMATION AVAILABLE
UNDER CONTINUOUS DISCLOSURE
OBLIGATIONS
The Manager is subject to continuous disclosure obligations under
the Listing Rules. Market releases by the Manager are available
at www.vhpt.co.nz or www.nzx.com under the ticker code "VHP".
You are strongly cautioned not to place undue reliance on
any forward-looking statements such as indications of, and
guidance on, future earnings and financial position and
performance in any market releases made by the Manager,
particularly in light of the current economic climate and the
significant volatility, uncertainty and disruption caused by the
outbreak of COVID-19.
In particular, the Manager recommends that you read its market
announcements (together with the materials attached to those
announcements) regarding:
• the Offer announced on 7 October 2020 (including the
Investor Presentation accompanying that announcement);
• Vital’s most recent managed investment scheme annual
report (for the period ended 30 June 2020) released on 30
September 2020;
• Update on Independent Chair appointment and other market
updates released on 18 September 2020; and
• Vital's most recent annual report (for the year ended 30 June
2020) released on 10 August 2020.
The Manager may, during the Offer, make additional releases to
NZX. Unitholders should monitor Vital's market announcements
during the period of the Offer.
No release by Vital to NZX will permit an applicant to withdraw
any previously submitted Application without the Manager’s prior
written consent, whether or not there has been any permissible
variation of the Offer.
MARKET RISK
The market price for the Units may change materially between the
date this Offer opens, the date you apply for Offer Units under
the Offer, and the date on which the Units are allotted to you. This
is particularly the case given the wide fluctuations and volatility
in the trading prices for many listed entities in recent times due to
the continuing impacts of COVID-19. There is no certainty that this
recent volatility will not continue or worsen, which could have a
material adverse impact on the unit price for Vital. Accordingly:
• the price paid for Offer Units may be higher or lower than the
price at which Units are trading on the NZX Main Board at
the time Units are issued under the Offer;
• the market price of Offer Units following allotment may be
higher or lower than the Issue Price; and
• it is possible that up to or after the Allotment Date you may be
able to buy Units at a lower price than the Issue Price.
WITHDRAWAL AND DATE CHANGES
Subject to compliance with all applicable laws, the Manager
reserves the right at its absolute discretion to withdraw all or
any part of the Offer and to alter the dates set out in this Offer
Document.

vitalunitoffer.co.nz
5
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with
the Offer to Eligible Unitholders with a registered address in New
Zealand. This Offer Document does not constitute an offer or
invitation in any place in which, or to any person to whom, it would
not be lawful to make such an offer or invitation.
No action has been taken to permit a public offering of the Offer
Units in any jurisdiction outside New Zealand. The distribution
of this Offer Document (including an electronic copy) in a
jurisdiction outside New Zealand may be restricted by law and
persons who come into possession of it (including nominees,
trustees or custodians) should seek advice on and observe any
such restrictions. Any failure to comply with such restrictions may
contravene applicable securities law. The Manager disclaims all
liability in respect of any such contravention by any other person.
No person may subscribe for, purchase, offer, sell, distribute or
deliver the Offer Units, or be in possession of, or distribute to any
other person, any offering material or any documents in connection
with the Offer Units, in any jurisdiction other than in compliance with
all applicable laws and regulations. Without limiting the foregoing,
this Offer Document may not be sent into or distributed in the United
States.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to acquire or invest in Offer Units and is not
financial product advice to you or any other person. This Offer
Document has been prepared without taking into account your
investment objectives, financial or taxation situation or particular
needs or circumstances.
Before deciding whether to invest in Offer Units, you must make
your own assessment of the risks associated with an investment
in Vital (including the inherent uncertainties as to the impact of
COVID-19 and the summary of key risks on pages 14 to 18 of the
Investor Presentation (Key risks)), and consider whether such an
investment is suitable for you having regard to publicly available
information (including the Investor Presentation), your personal
circumstances and following consultation with a financial or other
professional adviser. Please read this Offer Document carefully and
in full before making that decision.
NO GUARANTEE
No person named in this Offer Document (nor any other person)
guarantees the Offer Units to be issued pursuant to the Offer or
warrants the future performance of Vital or any return on any
investment made pursuant to this Offer Document.
PRIVACY
Any personal information you provide in your Application will be
held by the Manager and/or the Registrar at the addresses set out
in the Directory. The Manager and/or the Registrar may store your
personal information in electronic format, including in online storage
on a server or servers which may be located in New Zealand
or overseas. This information will be used for the purposes of
administering your investment in Vital.
This information will only be disclosed to third parties with your
consent or if otherwise required by law. Under the Privacy Act
1993, you have the right to access and correct any personal
information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Primary
Market Participant, or your solicitor, accountant or other
professional adviser. If you have any questions about how to
apply online or complete the Application Form, please contact the
Registrar as set out in the Directory.
TIMES, CURRENCY AND LAWS
Unless otherwise stated, all references in this Offer Document
to times and dates are to times and dates in New Zealand, all
references to currency are to New Zealand dollars, and all
references to applicable statutes and regulations are references to
New Zealand statutes and regulations.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary at the back of this Offer
Document or in the relevant section of this Offer Document. Words
importing the plural include the singular and vice versa.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
6
Chair's Letter
Dear Unitholder,
VITAL EQUITY RAISING
On 7 October 2020 we announced plans to raise approximately NZ$150 million of new equity through a placement of new units (Placement)
of NZ$125 million and a unit purchase plan (the Offer) of up to NZ$25 million (with the ability to accept additional Applications at the
Manager’s discretion) (together, the Capital Raising). The Placement completed on 13 October 2020 and successfully raised NZ$125 million.
On behalf of the Board, it is my pleasure to invite you to participate in the Offer. This opportunity gives all Eligible Unitholders in New Zealand
the opportunity to purchase up to NZ$50,000 of new Units in Vital (subject to scaling) without incurring brokerage or other transaction costs.
The price per Unit will be the lower of:
(a) $2.80, being the price of the Placement; or
(b) A 2.5% discount to the volume weighted average price of Vital units traded on the NZX during the five trading days up to, and including,
the Offer Closing Date.
The new Units are expected to be allotted on or around 4 November 2020. They will rank equally with Existing Units at that date and will be
eligible for any distributions declared by the Manager after the Allotment Date, including the FY21 first quarter distribution payable in December.
The maximum number of new units offered to each Eligible Unitholder in New Zealand under the Offer has been determined in reliance on a
class waiver and ruling made by NZX Regulation dated 30 September 2020, which permits (on a temporary basis) an increased number of
Units to be issued under a unit purchase plan without unitholder approval.
If you choose not to participate in the Offer, your unitholding percentage in Vital will be diluted. Even if you do participate in the Offer, your
percentage unitholding in Vital may be diluted. This dilution will relate only to your percentage unitholding of Vital as the number of Units that you
hold will not change as a result of not participating in the Offer.
PURPOSE OF THE CAPITAL RAISING
The net proceeds of the Offer will allow the Manager to pursue opportunities which are expected to provide earnings growth for Vital. In
particular, ~$100m
(1)
of brownfield developments have been progressed and have either been previously announced or are expected be
announced in coming months, and the Manager is in advanced discussions to acquire a premium hospital in a metropolitan area for $95m,
leased to a major private hospital operator.
The hospital is in a strategic metropolitan location with strong underlying demographics, and leased to a high-quality hospital operator for 30
years. The combination of this potential acquisition, together with the developments and targeted asset sales, would improve key portfolio metrics
including an extended WALE and improved tenant profile.
Vital’s pro forma debt to gross assets ratio
(2)
as at 30 June 2020 will decrease from 38.7% to 33.0%
(3)
upon completion of the Capital Raising,
assuming that Vital completes the proposed $95m strategic acquisition and the ~$100 million of previously announced asset sales. Pro forma
headroom of $337 million
(3)
provides sufficient liquidity to support Vital’s development pipeline. If the acquisition does not proceed, the proceeds
will initially be used to repay debt and then to fund further acquisition and development opportunities as they arise.
The Board reconfirms Vital’s previously released distribution guidance of at least 8.75cpu for the FY21 financial year, on a conservative pay-out
ratio
(4)
.
(1) This is part of the $130m pipeline included as part of Vital's FY20 Annual Results. AUD developments are converted to NZD at FY20 period end NZD/AUD
exchange rate of 0.9345
(2) Calculated in accordance with Vital’s Trust Deed
(3) Assuming net proceeds of the Offer of $147.9m (from gross proceeds of $150m), $96.5m total cost of the hospital acquisition (including $1.5m of transaction
costs) and $99.0m net proceeds from the asset sales (including $1.0m of transaction costs). Pro forma 30 June 2020 debt to gross assets ratio also adjusted for
the A$7.2m acquisition (NZ$8.2m converted at the NZD/AUD exchange rate of 0.9100 prevailing at the time of the acquisition) of the remaining 50% interest in
Elizabeth Vale Shopping Centre in Adelaide, South Australia (refer to Vital’s market announcement dated 18 September 2020), Healthe Care leasing activity (refer
to Vital’s market announcement dated 18 September 2020), settlement of NorthWest’s FY20 incentive fee (2.6m units) and final FY20 distribution (cash payment of
$10.0m less $4.2m DRP take-up (1.4m units issued))
(4) Guidance provided on the basis of a number of assumptions including no significant change in COVID-19 in Australia or New Zealand

vitalunitoffer.co.nz
7
9
5 year portfolio plan
The board has approved a new 5 year portfolio targeted at:
1.continuing Vital's earnings growth as a means to deliver 2-3% AFFO
growth per annum;
2.providing a framework for Vital's acquisitions, developments and
portfolio composition including target subsector allocations (refer to
pages 28-29 of this report) and defining Vital's investment universe;
and
3.repositioning Vital's portfolio to improve asset and income diversity as
well as increasing exposure to favoured investments (including targeted
asset disposals).
Outlook
Healthcare property remains a defensive asset class underpinned by
growing demand, high levels of government support in Australia and New
Zealand and growing institutional interest. As Australasia’s leading listed
owner of healthcare real estate, Vital is well positioned to take advantage
of opportunities in this sector.
Our plan for the short to medium term is:
•Deploy Vital’s new 5-year portfolio plan (refer above for more detail)
including asset recycling.
•Continue to consider further acquisition and development opportunities
across Australia and New Zealand.
•Extend debt maturity profile and, potentially, diversify sources of debt.
On behalf of your Board and Management, thank you for your on-going
support.
Bernard Crotty
Chair
Aaron Hockly
Fund Manager
NorthWest Healthcare Properties Management Limited the Manager
of Vital Healthcare Property Trust
HOW YOU CAN PARTICIPATE IN THE OFFER
Participation in the Offer is optional, and Eligible Unitholders have the option to apply for as many or as few Offer Units as they want, up to the
cap of NZ$50,000. This is the maximum amount permitted under the NZX Listing Rules, as increased by the NZX Waiver.
We intend to raise up to NZ$25 million under the Offer, although we have the ability to accept additional Applications above that amount at
our discretion. If the Offer is oversubscribed and scaling is required, Applications will be scaled having regard to Existing Units at 5.00pm on
6 October 2020 (being the Record Date for the Offer). We encourage you to read the Offer Document and seek investment advice from a
suitably qualified professional adviser before you consider investing in the Offer Units.
If you decide to participate in the Offer, please complete an online application at www.vitalunitoffer.co.nz or complete and return the
Application Form accompanying this Offer Document such that it is received by the Registrar before 5.00pm (NZ time) on 28 October 2020.
Online applications at www.vitalunitoffer.co.nz are strongly encouraged.
Instructions on how to make payment can be found in the Application Form and Offer Document or on the Offer website at www.vitalunitoffer.
co.nz.
FURTHER INFORMATION
We also encourage you to read through all of Vital's recent announcements, particularly the Investor Presentation and other materials released
on 7 October 2020 at www.nzx.com under the ticker code "VHP" or available at www.vhpt.co.nz. In particular, you should read and consider
pages 14 to 18 of the Investor Presentation (Key risks) for a non-exhaustive summary of certain key risks associated with Vital and the Offer,
including the inherent uncertainties as to the impact of COVID-19, before making an investment decision. You can also access information,
including the Investor Presentation and announcements regarding the Offer on the following website at www.vitalunitoffer.co.nz.
If you have any questions about the Offer, please call the Vital Investor Information Line on 0800 650 034 (toll free within New Zealand) from
8.30am to 5.00pm Monday to Friday (excluding public holidays), or contact your financial adviser or other professional adviser.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and participation in, the Offer.
Yours sincerely,
Bernard Crotty
Chair
NorthWest Healthcare Properties Management Limited

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
8
Key Details
Key Dates
*
EQUAL PARTICIPATION
Each Eligible Unitholder has the right to apply for the same dollar amount of Offer Units and on the
same terms and conditions as each other Eligible Unitholder.
APPLICATION AMOUNT
You can apply for a dollar amount of Offer Units up to a maximum value of NZ$50,000 of Offer Units.
The Manager is accepting Applications for up to NZ$25 million of Offer Units in aggregate (with
the ability to accept additional Applications at the Manager's discretion). Applications may need to
be scaled depending on the Applications received. Any scaling of Applications will be carried out in
accordance with clause 9 of the Terms and Conditions.
ISSUE PRICE
The lower of:
(a) NZ$2.80 per Offer Unit (representing a 6.0% discount to Vital's closing unit price of NZ$2.98 on
NZX on 6 October 2020 (being the last trading day before the Placement was announced) and
which is the same price paid by unitholders participating in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Units traded on the NZX
Main Board over the five business day period up to, and including, the Closing Date.
NO UNDERWRITING
The Offer is not underwritten.
WHEN TO APPLY
Applications must be received by 5.00pm (NZ time) on the Closing Date (28 October 2020, unless
extended).
HOW TO APPLY
Eligible Unitholders may apply online at www.vitalunitoffer.co.nz or by completing and returning the
Application Form accompanying this Offer Document together with payment, in accordance with the
instructions.
Eligible Unitholders are strongly encouraged to apply online at www.vitalunitoffer.co.nz.
RECEIVING YOUR
OFFER UNITS
You will receive your Offer Units on the Allotment Date (4 November 2020, unless extended).
DATEEVENT
5.00pm on 6 October 2020Record DateThe date on which Eligible Unitholders are determined.
13 October 2020Opening DateOffer documents sent to Eligible Unitholders. Offer opens.
28 October 2020Closing DateOffer closes. Applications (with payment) must be received by 5.00pm.
29 October 2020Issue PriceIssue Price announced.
4 November 2020Allotment Date and
commencement of trading
on the NZX Main Board
Offer Units are expected to be allotted and commence trading on the
NZX Main Board.
9 November 2020Despatch DateTransaction confirmation despatched to participating Eligible
Unitholders.
* Subject to the Listing Rules. The Manager reserves the right to alter the key dates, subject to applicable laws and the Listing Rules. The
Manager reserves the right to withdraw the Offer at any time prior to the issue of the Offer Units at its absolute discretion.

vitalunitoffer.co.nz
9
Questions & Answers
These Questions and Answers are a summary only and you should
refer to the attached Terms and Conditions for further information.
vitalunitoffer.co.nz

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
10
1.What is the Offer?
The Offer allows Eligible Unitholders to purchase Offer Units
without incurring brokerage or other transaction costs. The
Manager is inviting Applications for up to NZ$25 million of
Offer Units in aggregate (with the ability to accept additional
Applications above that amount at the Manager's discretion).
All Offer Units will be of the same class as, and rank equally
with, all Units currently on issue. It is a term of the Offer that
the Manager will take any necessary steps to ensure that the
Offer Units are, immediately after issue, quoted on the NZX
Main Board.
2.What will the proceeds be used for?
The net proceeds of the Offer will allow the Manager to
pursue opportunities which are expected to provide earnings
growth for Vital. In particular, ~$100m
(5)
of brownfield
developments have been progressed and have either been
previously announced or are expected be announced in
coming months, and the Manager is in advanced discussions
to acquire a premium hospital in a metropolitan area for
$95m, leased to a major private hospital operator. The
hospital is in a strategic metropolitan location with strong
underlying demographics, and leased to a high-quality
hospital operator for 30 years. The combination of this
potential acquisition, together with developments and
targeted asset sales, would improve key portfolio metrics
including an extended WALE and improved tenant profile.
3.Am I eligible?
You are eligible to participate in the Offer if you are a
unitholder of Vital and:
•
you were registered as a holder of fully paid Units at
5.00pm (NZ time) on the Record Date, which was
6 October 2020; and
•
your registered address is in New Zealand; and
•you are not a U.S. Person or acting on behalf of a U.S.
Person.
Any failure to comply with the above restrictions may
contravene applicable securities law. The Manager disclaims
all liability in respect of any contraventions by such persons.
4.What is the price of the Offer Units?
The Issue Price is the lower of:
(a)NZ$2.80 per Offer Unit (representing a 6.0% discount
to Vital's closing unit price of NZ$2.98 on NZX on
6 October 2020 (being the last trading day before the
Placement was announced) and which is the
same
price paid by unitholders participating in the
Placement); and
(b)a 2.5% discount to the volume weighted average
market price of the Units traded on the NZX Main
Board over the five business day period up to, and
including, the Closing Date.
The Issue Price will be fixed as at 5.00pm (NZ time) on 28
October 2020 (being the Closing Date) and is expected to
be announced through NZX on 29 October 2020.
5.How many Offer Units can I purchase?
Eligible Unitholders may elect to apply for a dollar amount of
Offer Units up to a maximum value of NZ$50,000.
The Manager is accepting Applications for up to NZ$25
million of Offer Units in aggregate (with the ability to accept
additional Applications above that amount at the Manager's
discretion). Applications may need to be scaled depending
on the Applications received. Any scaling of Applications will
be carried out in accordance with clause 9 of the Terms and
Conditions.
You must make payment by way of electronic funds transfer
to Vital in New Zealand dollars for the value applied for.
Please do not send in payment by way of cheque due to
postal and banking delays at this time.
6.Are there any conditions to the Offer?
No. However, the Manager reserves the right to terminate
the Offer at any time prior to the issue of Offer Units on the
Allotment Date.
If the Offer is cancelled for any reason, all Application
monies will be returned to you and no Offer Units will be
allotted under the Offer. No interest will be payable on
any monies returned to you. Refunds will not be paid for
any difference arising solely due to rounding or where the
aggregate amount of the refund payable to you is less than
NZ$5.00.
7.What if I own Units through a trustee or custodian?
If you own Units through a trustee or custodian, then subject
to certain certification requirements and other conditions, you
may instruct the trustee or custodian to purchase Offer Units
on your behalf, up to the NZ$50,000 limit.
If you own Units through a trustee or custodian and also own
Units in your own name, then you may either purchase Offer
Units yourself or instruct your trustee or custodian to purchase
Offer Units on your behalf. You may not do both.
If you are a custodian or hold Units through a custodian,
please refer to clause 4 of the Terms and Conditions.
8.What about joint holders?
Joint holders are treated as a single unitholder under the terms
of the Offer. As a group, they can apply for a dollar amount
of Offer Units up to a maximum value of NZ$50,000.
9.Do I have to participate?
No. Participation is entirely voluntary.
(5) This is part of the $130m pipeline included as part of Vital's FY20 Annual Results. AUD developments are converted to NZD at FY20 period end NZD/AUD exchange
rate of 0.9345.

vitalunitoffer.co.nz
11
10. Will my unitholding be diluted if I do not participate?
If you choose not to participate in the Offer, your unitholding
percentage in Vital will be diluted. For example, assuming
that NZ$150 million is raised under the Placement and the
Offer (taking into account the NZ$125 million of Units to
be issued under the Placement and assuming an amount
to be raised in the Offer of NZ$25 million (i.e., assuming
the Manager does not exercise its discretion to accept
additional Applications) is fully subscribed and the Offer
Units are issued at NZ$2.80 per Offer Unit), approximately
53,571,428 Units will be issued and if you do not elect to
acquire any Offer Units in the Offer (and did not receive and
Units under the Placement), your unitholding will be diluted
by approximately 10.5%.
This dilution will relate only to your percentage unitholding of
Vital as the number of Units that you hold will not change as
a result of not participating in the Offer.
While the Manager has attempted to make the Offer as
fair as possible for Eligible Unitholders by permitting each
Eligible Unitholder to apply for up to NZ$50,000 of Offer
Units, the Offer is not a pro-rata offer and, even if you
participate in the Offer, your unitholding percentage in Vital
may change. Whether your unitholding in Vital increases or
decreases will depend on the amount of Offer Units you
apply for, how many Existing Units you hold on the Record
Date and how many Offer Units other Eligible Unitholders
apply for and are allotted under the Offer.
Larger unitholders may not be able to obtain sufficient
Offer Units to maintain their percentage unitholding, while
smaller unitholders may be able to increase their percentage
unitholding.
11 . Is this offer transferable to another person?
No. This offer is personal to you and you may not transfer
your right to purchase Offer Units under the Offer to anyone
else.
12. What are the risks to investing in the Offer?
The events relating to COVID-19 have recently resulted in
significant market falls and volatility in New Zealand and
overseas, including the prices of securities traded on NZX.
The market price of Units may change materially between
the date this Offer opens, the date you apply for Offer Units
under the Offer, and the date on which the Units are allotted
to you. This is particularly the case given the wide fluctuations
and volatility in the trading prices for many listed entities in
recent times due to the continuing impacts of COVID-19.
There is no certainty that this recent volatility will not continue
or worsen, which could have a material adverse impact on
the unit price for Vital. Accordingly:
• the price paid for Offer Units may be higher or lower
than the price at which Units are trading on the NZX
Main Board at the time Units are issued under the
Offer;
• the market price of Offer Units following allotment may
be higher or lower than the Issue Price; and
• it is possible that up to or after the Allotment Date, you
may be able to buy Units at a lower price than the
Issue Price.
You should:
(a) seek your own financial advice in relation to this Offer
and your participation under the Offer; and
(b) read the Investor Presentation in full, as it contains
important information to assist you in making an
investment decision in respect of the Offer. In particular,
you should read and consider pages 14 to 18 of the
Investor Presentation (Key risks) before making an
investment decision.
13. Where can I get further information?
You should read the Investor Presentation and other
information released on 7 October 2020, which are
available at www.nzx.com under the ticker code "VHP".
The Investor Presentation describes the rationale for the
Offer, and explains in more detail the expected impact of the
Offer on Vital’s financial position, including a non-exhaustive
summary of certain key risks associated with Vital and the
Offer. You should read the Investor Presentation in full, as
it contains important information to assist you in making an
investment decision in respect of the Offer. In particular, you
should read and consider pages 14 to 18 of the Investor
Presentation (Key risks) before making an investment
decision.
Further information about Vital, including its most recent
financial statements, can be obtained from Vital's website
www.vhpt.co.nz or www.nzx.com under the ticker code
"VHP". You may obtain, free of charge, Vital's most recent
annual report and financial statements by contacting the
Manager as set out in the Directory on page 19, or you may
download the documents from Vital's website www.vhpt.
co.nz or www.nzx.com under the ticker code "VHP".
The Manager is subject to continuous disclosure obligations
under the Listing Rules. Market releases by the Manager
are available at www.vhpt.co.nz or www.nzx.com under
the ticker code "VHP". The Manager may, during the Offer,
make additional releases to NZX. Unitholders should monitor
the Manager’s market announcements during the period of
the Offer. No release by the Manager to NZX will permit an
applicant to withdraw any previously submitted Application
without the Manager's prior written consent, whether or not
there has been any permissible variation of the Offer.
You are strongly cautioned not to place undue reliance
on any forward-looking statements such as indications of,
and guidance on, future earnings and financial position
and performance in any market releases made by the
Manager, particularly in light of the current economic
climate and the significant volatility, uncertainty and
disruption caused by the outbreak of COVID-19.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
12
You should read the information referred to in the Important
Information section of this Offer Document under the
headings "Further important information" and "Additional
information available under continuous disclosure
obligations".
14. What is the current Unit price?
The market price of the Units is quoted on the NZX website at
www.nzx.com.
15. How do I apply for Offer Units under the Offer?
If you wish to participate in the Offer, you may apply online
at www.vitalunitoffer.co.nz or by following the step-by-step
instructions set out on the reverse of the enclosed Application
Form.
If you apply online, you will need your CSN / Holder
Number. You must pay for your Application electronically by
electronic funds transfer to Vital.
If you apply using the Application Form, scan and email
your completed Application Form to the Registrar at vital@
computershare.co.nz (please put “Vital Unit Purchase Plan”
in the subject line for easy identification) and make payment
by electronic funds transfer, as set out in the instructions on the
Application Form, by the Closing Date. If the exact amount of
money is not tendered, the Manager reserves the right not to
accept all or part of your payment. In those circumstances,
the Manager will return your Application and refund all or
part of your payment without interest.
If your Application is rejected, all of the amounts paid will
be refunded to you. If your Application is scaled, you will
receive the number of Offer Units in respect of which your
Application is accepted at the Issue Price and receive a
refund of the balance of the relevant payment amount. All
refunds will be made without interest. Refunds will be issued
within five business days following the Allotment Date.
Refunds will not be paid for any difference arising solely due
to rounding or where the aggregate amount of the refund
payable to you is less than NZ$5.00.
Online Applications at www.vitalunitoffer.co.nz are strongly
encouraged.
You will not be able to withdraw or revoke your Application
once you have sent it in.
16. How long is the Offer open and when will I receive my
Offer Units?
The Offer opens on 13 October 2020 and is expected to
close at 5.00pm (NZ time) on 28 October 2020, unless
extended. If you want to participate you should ensure your
Application and payment is received by 5.00pm (NZ time)
on 28 October 2020.
Please allow adequate time for electronic funds transfers
to be cleared into Vital’s bank account by this time.
Applications received after this time may not be accepted.
Online applications at www.vitalunitoffer.co.nz are strongly
encouraged.
You will receive the Offer Units issued to you under the Offer
on the Allotment Date, which is currently expected to be on
or around 4 November 2020. Confirmation of the number of
Offer Units issued to you under the Offer will be sent on the
Despatch Date, currently expected to be on or around
9 November 2020.
17. How many Offer Units will I receive?
Subject to scaling, you will receive the number of Offer Units
equal to the dollar amount of Offer Units you have validly
applied for (and payment has been received in respect of)
divided by the Issue Price. If the dollar amount of Offer Units
you have applied for (or are allocated) does not equal a
whole number of Offer Units once divided by the Issue Price,
the number of Offer Units allotted to you will be rounded
down to the nearest Offer Unit. Any difference due to
rounding or under NZ$5.00 will be retained by Vital.
Any scaling of Applications will be carried out in accordance
with clause 9 of the Terms and Conditions.
18. Will the Offer Units be quoted?
The Offer Units will be quoted on the NZX Main Board. The
NZX Main Board is a licensed market operated by NZX,
which is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. However, NZX accepts
no responsibility for any statement in this Offer Document.
It is expected that you will be able to commence trading the
Offer Units allotted to you under the Offer on the NZX Main
Board on the Allotment Date.
19. Why is there a maximum application amount?
The Offer needs to comply with the conditions imposed by
the Listing Rules. The offer of Offer Units up to a maximum
value of NZ$50,000 per Eligible Unitholder is being
undertaken under Listing Rule 4.3.1(c) (Share Purchase Plan),
as modified by the NZX Waiver.
20. Why are not all unitholders eligible to participate in the
Offer?
The Manager considers that the legal requirements of
jurisdictions other than New Zealand are such that it would
be unduly onerous for the Manager to make the Offer in
those jurisdictions. This decision was made having regard to
the number of Unitholders in such overseas jurisdictions and
the costs of complying with overseas legal requirements.
21 . Further assistance
If you have any further questions, please contact your broker,
financial, investment or other professional advisor before
making your investment decision.
If you have any questions about how to apply online or
complete the Application Form, please contact the Registrar
as set out in the Directory.

vitalunitoffer.co.nz
13
Terms & Conditions
If you apply to participate in the Offer by completing an online application or completing and
returning an Application Form, you are accepting the risk that the market price of Units may change
between the Opening Date, the date at which you send in an Application, and the Allotment Date.
This means that it is possible that up to or after the Allotment Date, you may be able to buy Units at a
lower price than the Issue Price.
We encourage you to seek your own financial advice regarding your participation in the Offer.
Consistent with the representations, warranties and acknowledgements contained in these Terms and Conditions and the Application Form, you
may not submit any completed Application Forms for any person outside of New Zealand. Failure to comply with these restrictions may result in a
violation of applicable securities laws.
1. Offer timetable
RECORD DATE:
Eligible Unitholders registered at 5.00pm on 6 October 2020 may participate in the Offer.
OPENING DATE:
The Offer opens on 13 October 2020. This Offer Document is sent to Eligible Unitholders on
13 October 2020.
CLOSING DATE:
The Offer closes at 5.00pm (NZ time) on 28 October 2020, unless extended. Applications
must be received by this time. Applications may, at the Manager’s option, not be processed
or held to be valid if they have not been received by this time.
ISSUE PRICE ANNOUNCED:
The Issue Price will be announced through NZX on 29 October 2020.
ALLOTMENT DATE:
The Offer Units are proposed to be allotted on or around 4 November 2020.
COMMENCEMENT OF
TRADING:
The Manager expects the Offer Units will commence trading on the NZX Main Board on the
Allotment Date.
DESPATCH DATE:
The Manager expects that a transaction confirmation will be despatched to you on or
around 9 November 2020.
The Manager has the discretion to change, at any time, any of the Closing Date, the Allotment Date and the Despatch Date
(notwithstanding that the Offer has opened, or Applications have been received) by lodging a revised timetable with NZX.
2. Eligible Unitholders
2.1 You may participate in the Offer if you are an Eligible Unitholder. An Eligible Unitholder is a person who, at 5.00pm on the Record Date,
was recorded in Vital’s unit register as being a registered holder of Existing Units and having an address in New Zealand, unless that
person holds Units on behalf of another person who resides outside New Zealand. For the avoidance of doubt, no U.S. Person will be an
Eligible Unitholder.
2.2 Joint holders of Units are taken to be a single registered holder of Units for the purposes of determining whether they are an Eligible
Unitholder and the certification on the online application or Application Form is taken to have been given by all of them.
2.3 If you are an Eligible Unitholder, your rights under this Offer are personal to you and non-renounceable, so you may not transfer them.
2.4 The Manager accepts no liability where an Eligible Unitholder does not receive an Application Form, or does not receive an Application
Form in time.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
14
3. Issue Price and Number of Offer Units
3.1 The Issue Price for Offer Units under the Offer is the lower of:
(a) NZ$2.80 per Offer Unit (representing a 6.0% discount to Vital's closing unit price of NZ$2.98 on NZX on 6 October 2020 (being
the last trading day before the Placement was announced) and which is the same price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Units traded on the NZX Main Board over the five business
day period up to, and including, the Closing Date.
3.2 The Issue Price will be fixed as at 5.00pm (NZ time) on 28 October 2020 (being the Closing Date) and is expected to be announced
through NZX on 29 October 2020.
3.3 Subject to scaling, you will receive the number of Offer Units equal to the dollar amount of Offer Units you have validly applied for (and
payment has been received in respect of) divided by the Issue Price. If the dollar amount of Offer Units you have applied for (or are
allocated) does not equal a whole number of Offer Units once divided by the Issue Price, the number of Offer Units allotted to you will be
rounded down to the nearest Offer Unit. Any difference due to rounding or under NZ$5.00 will be retained by Vital.
3.4 Subject to clause 4.2 of these Terms and Conditions, Eligible Unitholders may elect to purchase a dollar amount of Offer Units up to a
maximum value of NZ$50,000, by filling in the appropriate box on the online application or Application Form. The number of Offer Units
you receive on the Allotment Date may be subject to scaling, as described in clause 9 of these Terms and Conditions.
3.5 Eligible Unitholders may only make a single Application for Offer Units under the Offer. This applies to all Eligible Unitholders, including
those who receive more than one offer under the Offer (for example, because they hold Units in more than one capacity) and including
whether the Eligible Unitholder is applying through a custodian or on his or her own behalf. Accordingly, if you own Units through a trustee
or custodian and also own Units in your own name, then you may either purchase Offer Units yourself or instruct your trustee or custodian
to purchase Offer Units on your behalf. You may not do both.
4. Custodians
4.1 Any Eligible Unitholder that:
(a) is a trustee corporation or a nominee company and holds Existing Units on the Record Date by reason only of acting for another
person in the ordinary course of business of that trustee corporation or nominee company; or
(b) holds Units by reason only of being a bare trustee of a trust to which the Units are subject,
is a custodian under the Offer.
4.2 Custodians may apply to purchase Offer Units under the Offer but only up to the total value of Offer Units applied for on behalf of each
beneficial owner in New Zealand for which the custodian acts as a custodian. Custodians must confirm to the Manager that they are
holding Units as a custodian for beneficial owners by providing the written certification to the Manager described in clause 4.3 below.
Each beneficial owner may only direct the custodian to apply on behalf of that beneficial owner for Offer Units as described in clauses
3.4 and 3.5. A separate online application or Application Form must be completed for each beneficial owner.
4.3 If a custodian applies to purchase Offer Units on behalf of one or more beneficial owners, the custodian must certify to the Manager in
writing together with the Application:
(a) that the custodian holds Units directly or indirectly as a custodian for beneficial owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners, how many Offer Units the beneficial owner or the beneficial owner’s agent has instruct-
ed the custodian to accept on behalf of that beneficial owner;
(d) that the custodian undertakes not to accept on behalf of any of those beneficial owners for which it acts directly or indirectly as a
custodian, Offer Units the total issue price of which is more than NZ$50,000; and
(e) that the beneficial owner on whose behalf the custodian is submitting an Application is not making an Application as an Eligible
Unitholder for Offer Units under the Offer, and no other custodian is submitting an Application under the Offer for that beneficial
owner.

vitalunitoffer.co.nz
15
5. Completing the Application and paying for Offer Units
5.1 If you wish to participate in the Offer, you must complete an online application on the offer website www.vitalunitoffer.co.nz or the
Application Form and make an electronic funds transfer in accordance with the instructions on the Offer website or the Application Form.
Payments must be drawn on a New Zealand bank account. Please do not send in payment by way of cheque due to postal and banking
delays at this time.
5.2 Eligible Unitholders should make an electronic funds transfer for the dollar amount of Offer Units applied for.
5.3 To be valid, Applications must be received by the Manager by 5.00pm (NZ time) on 28 October 2020. Applications received after
that date will only be accepted at the Manager’s discretion. Unitholders applying via the Application Form should scan and email their
completed Application Form to the Registrar at vital@computershare.co.nz (please put “Vital Unit Purchase Plan” in the subject line for easy
identification).
6. Manager’s discretion to accept, reject or scale back Applications
6.1 The Manager has discretion to accept or reject your Application to purchase Offer Units under the Offer, including (without limitation) if:
(a) your Application Form or online application is incorrectly completed or incomplete or otherwise determined by the Manager to be
invalid;
(b) your payment is dishonoured or has not been completed correctly;
(c) your electronic funds transfer is not denominated in New Zealand dollars for the exact New Zealand dollar amount of Offer Units
that you have applied for;
(d) it appears that you are applying to buy more than NZ$50,000 of Offer Units (except if you are a custodian applying on behalf of
more than one beneficial owner in accordance with clause 4.2);
(e) your Application is received after the Closing Date. While the Manager has discretion to accept late Applications and payments,
there is no assurance that it will do so. Late Applications and payments, if not processed, will be returned to you at your registered
address within five business days of the Allotment Date or within five business days of the date of receipt in respect of any late Appli-
cation received after the Allotment Date. No interest will be paid on any application monies returned to you;
(f) the Manager believes that you are not an Eligible Unitholder or custodian; or
(g) the Manager considers that your Application does not comply with these Terms and Conditions.
6.2 The Manager reserves the right to scale back any Application for Offer Units under the Offer. The Manager reserves the right to terminate
the Offer and reject all Applications at any time prior to the issue of the Offer Units on the Allotment Date.
6.3 If an Application is rejected, all of the relevant amounts will be refunded to the applicant. If Applications are scaled back, the applicant
will receive the number of Offer Units in respect of which the Application is accepted at the Issue Price and a refund of the balance of the
relevant application monies. Refunds will not be paid for any difference arising solely due to rounding or where the aggregate amount of
the refund payable to an applicant is less than NZ$5.00. All refunds will be made without interest.
6.4 Refunds will be made in the manner you have elected any dividend payments be made. Any refunds will be issued within five business
days following the Allotment Date.
7. Significance of sending in an Application
7.1 If you apply to participate in the Offer by completing an online application or by completing and returning the Application Form:
(a) you confirm that you have received, read and understood this Offer Document and the Investor Presentation (including pages 14 to
18 of the Investor Presentation (Key risks)) in their entirety;
(b) you agree that your Application, on these Terms and Conditions, will be irrevocable and unconditional (i.e., it cannot be withdrawn);
(c) you certify to the Manager that you are an Eligible Unitholder entitled to apply for Offer Units under these Terms and Conditions and
that all details and statements in your Application are complete and accurate;
(d) you agree to be bound by Vital’s Trust Deed;
(e) you acknowledge that the Offer may be withdrawn by the Manager at any time and may not proceed;
(f) you certify that your acceptance of the Offer will not be, or cause, a breach of any law in any jurisdiction;

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
16
(g) you certify to the Manager that you are not applying for more than NZ$50,000 worth of Offer Units under the Offer even though
you may have received more than one offer under the Offer or received offers in more than one capacity under the Offer;
(h) without limiting the Manager’s discretion to accept, reject or scale back any Applications, you authorise the Manager (and its
officers or agents) to correct any error in, or omission from, your Application and to complete the Application by the insertion of any
missing details;
(i) you acknowledge that the Manager may at any time irrevocably determine that your Application is valid, in accordance with these
Terms and Conditions, even if the Application is incomplete, contains errors or is otherwise defective;
(j) you accept the risk associated with any refund that may be despatched to you by cheque to your address set out in the Application;
(k) you acknowledge that none of the Manager, its advisers or agents have provided you with investment advice or financial product
advice, and that none of them have an obligation to provide advice concerning your decision to apply for and purchase Offer Units
under the Offer;
(l) you acknowledge the risk that the market price for the Units may change materially between the Opening Date, the date you apply
for Offer Units under the Offer, and the Allotment Date. This is particularly the case given the wide fluctuations and volatility in the
trading prices for many listed entities in recent times due to the continuing impacts of COVID-19. Accordingly, you acknowledge that:
i. the price paid for Offer Units may be higher or lower than the price at which Units are trading on the NZX Main Board at
the time Offer Units are issued under the Offer;
ii. the market price of Offer Units following allotment may be higher or lower than the Issue Price;
iii. it is possible that up to or after the Allotment Date, you may be able to buy Units at a lower price than the Issue Price; and
iv. a change in the market price of Units prior to the Issue Price being determined may affect the Issue Price;
(m) you acknowledge that the Manager is not liable for any exercise of its discretions referred to in these Terms and Conditions;
(n) you represent and warrant that you are not a resident of nor located in the United States and you are not acting on behalf of a
person in the United States and will not purchase any Offer Units with a view to re-sell in the United States or to or for the account or
benefit of a person in the United States; and
(o) you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing which would be con-
trary to the spirit, intention or purpose of the Offer.
7.2 If a custodian applies to purchase Offer Units under the Offer for a beneficial owner pursuant to clause 4.2, the certifications referred to
in clauses 7.1(c) and 7.1(g) will be taken to be given by the beneficial owner on whose behalf the custodian is applying to purchase Offer
Units.
8. Issue Price
You agree to pay the Issue Price per Offer Unit up to the maximum Application amount you have specified in your online application or on the
Application Form.
9. Scaling
9.1 The maximum available number of Offer Units is NZ$25 million worth of Offer Units, or such higher number as the Manager determines
if it exercises its discretion to accept additional Applications above $25 million. Scaling of Applications will be required if the Manager
receives Applications in excess of this maximum number of Offer Units available to be allocated under the Offer.
9.2 Any scaling of Applications will be undertaken by reference to the holdings of Existing Units at the Record Date.
9.3 If scaling produces a fractional number, the number of Offer Units you will be allotted will be rounded down to the nearest whole number
of Offer Units.
9.4 If your Application is scaled, your application monies will be greater than the value of the Offer Units you will be allotted. The difference
will be refunded to you in the manner in which you have elected distributions be paid within five business days of the Allotment Date. No
interest will be paid on any application monies returned to you. Refunds will not be paid for any difference arising solely due to rounding
or where the aggregate amount of the refund payable to you is less than NZ$5.00.

vitalunitoffer.co.nz
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10. Offer Units
10.1 Offer Units issued under the Offer will rank equally with, and have the same voting rights, distribution rights and other entitlements as,
existing fully paid Units quoted on the NZX Main Board. Eligible Unitholders will be entitled to receive any distributions declared after the
Allotment Date in respect of Units allocated to them under the Offer.
10.2 Applicants for Offer Units will be bound by Vital’s Trust Deed and the terms of the Offer set out in this Offer Document.
10.3 The Offer Units will be quoted on the NZX Main Board. The NZX Main Board is a registered market operated by NZX (which is a
licensed market operator regulated under the Financial Markets Conduct Act 2013). However, NZX accepts no responsibility for any
statement in this Offer Document.
10.4 You cannot trade in any Offer Units issued to you pursuant to the Offer, either as principal or agent, until quotation of the Offer Units on the
NZX Main Board in accordance with the Listing Rules. The Manager expects that the Offer Units will commence trading on the NZX Main
Board on the Allotment Date.
11 . Amendments to the Offer and waiver of compliance
11.1 Notwithstanding any other term or condition of the Offer, the Application Form and/or the Offer website, the Manager may, at its
discretion:
(a) make non-material modifications to the Offer or the Terms and Conditions (in which case Applications for Offer Units under the Offer
will remain binding on the applicant notwithstanding such modification and irrespective of whether an Application was received by
the Registrar before or after such modification is made); and/or
(b) suspend or terminate the Offer at any time prior to the issue of Offer Units under the Offer. If the Offer is terminated, application
monies will be refunded to applicants without interest within five business days of termination.
11.2 The Manager reserves the right to waive compliance with any provision of these Terms and Conditions (which will be done in accordance
with New Zealand law, including the Listing Rules).
11.3 If the Manager waives compliance with any provision of these Terms and Conditions, such waiver will apply to all Eligible Unitholders.
11.4 The Manager will notify NZX of any waiver, amendment, variation, suspension, withdrawal or termination of the Offer.
12. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.
13. Disputes
If any dispute arises in connection with the Offer, the Manager may settle it in any manner it thinks fit. It may do so generally or in relation
to any particular Eligible Unitholder, applicant, Application or Unit. The Manager’s decision will be final and binding.
14. Inconsistency
Unless otherwise determined by the Board, in the event of any inconsistency between the Terms and Conditions of the Offer and:
a. the accompanying letter from the Chair and Questions and Answers, the Terms and Conditions take precedence; and
b. Vital’s Trust Deed, Vital’s Trust Deed will prevail.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2020
18
Glossary
ALLOTMENT DATE
On or around 4 November 2020, unless extended.
APPLICATION
An application for Offer Units under the Offer made using an Application Form or an online
application made through www.vitalunitoffer.co.nz.
APPLICATION FORM
The application form relating to the Offer that you received with this Offer, including the instructions
on the reverse of the form.
BOARD
The board of directors of the Manager.
CAPITAL RAISING
The Placement and the Offer
CLOSING DATE
28 October 2020, unless extended.
DESPATCH DATE
On or around 9 November 2020, unless extended.
ELIGIBLE UNITHOLDER
A person who, at 5.00pm (NZ time) on the Record Date, was recorded in Vital's unit register
as being a registered holder of Existing Units and having an address in New Zealand, unless
that person holds Units on behalf of another person who resides outside New Zealand. For the
avoidance of doubt, no U.S. Person will be an Eligible Unitholder.
EXISTING UNIT
A Unit on issue on the Record Date.
ISSUE PRICE
The lower of:
(a) NZ$2.80 per Offer Unit (being the price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Units traded on the NZX
Main Board over the five business day period up to, and including, the Closing Date.
LISTING RULES
The NZX Listing Rules.
MANAGER
NorthWest Healthcare Properties Management Limited, in its capacity as the manager of Vital.
NZX
NZX Limited.
NZX MAIN BOARD
The main board operated by NZX.
NZX WAIVER
The class waiver and ruling issued by NZX Regulation dated 30 September 2020.
NZ$
New Zealand dollars, being the lawful currency of New Zealand.
OFFER
The Offer detailed in the Terms and Conditions set out in this Offer Document.
OFFER DOCUMENT
This offer document.
OFFER UNITS
The Units offered under the Offer.
OPENING DATE
13 October 2020.
PLACEMENT
The placement of Units in Vital announced on 7 October 2020 at a price of NZ$2.80 per Unit,
under which 44,642,857 Units are to be issued on 13 October 2020.
RECORD DATE
6 October 2020.
REGISTRAR
Computershare Investor Services Limited.
TRUST DEED
Vital’s trust deed as amended and restated on 7 November 2019.
TERMS AND CONDITIONS
The terms and conditions of this Offer as set out on pages 13 to 17 of this Offer Document.
UNITS
Fully paid ordinary units in Vital.
U.S. PERSON
Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.
VITAL
Vital Healthcare Property Trust, a managed investment scheme listed on the NZX Main Board.

vitalunitoffer.co.nz
19
Directory
Vital Healthcare Property Trust /
NorthWest Healthcare Properties Management Limited
Level 16 AIG Building, 41 Shortland Street
Auckland 1010
PO Box 6945, Wellesley Street
Auckland 1141
New Zealand
Phone: +64 9 973 7300
Website: www.vhpt.co.nz
LEGAL ADVISER
Bell Gully
Level 21, Vero Centre
48 Shortland Street
Auckland 1010
If you have any queries about how to apply, please contact the Registrar at:
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
New Zealand
Phone: 0800 650 034
Email: vital@computershare.co.nz
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vitalunitoffer.co.nz

Managed by NorthWest Healthcare
Properties Management Limited

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Vital Healthcare Property Trust Unit Purchase Plan Application Form
























If you decide to participate in the Offer, please complete an online application at www.vitalunitoffer.co.nz
or complete and return this Application
Form such that your application, together with your direct credit payment, is received by Computershare before 5.00pm (NZ time) on 28 October
2020. Online applications at
www.vitalunitoffer.co.nz are strongly encouraged.

The Offer Document accompanying this Application Form is important. If you have any questions in relation to the Offer, please consult your
broker, financial, investment or other professional advisor. Please see instructions on the reverse on how to complete this Application Form and
where to send it. Capitalised terms used in this Application Form that are not otherwise defined have the meaning given to thos e terms in the
accompanying Offer Document.

This Application Form is irrevocable and cannot be withdrawn once lodged.

Application for Units and Payment

You may apply for Vital Healthcare Property Trust (Vital) units under the Offer up to a maximum value of NZ$50,000 (Offer Units) on and in
accordance with the terms and conditions in the Offer Document (Terms and Conditions). Please indicate the dollar amount of Offer Units you
are applying for below and pay by direct credit to the account detailed below.

Total dollar amount of Of fer Units applied for at the Issue Price (maximum NZ$50,000)
$

Direct Credit Instructions:
NZ$ Payments
Pay by direct credit to: Computershare Investor Services Limited
Bank Name: ANZ Bank
Account Number: 01-1839-0926540-023


Payments must quote the reference particulars and date of payment shown below to ensure your payment is identifiable.

REFERENCE - CSN/Holder Number PARTICULARS DATE OF PAYMENT

Applicants must submit their payment instructions to their bank so the payment is received in Computershare’s bank account in cleared funds by
no later than 5.00pm (NZ time) on 28 October 2020, being the Closing Date. Applicants must still complete this Application Form and return it by
the Closing Date where payment has been made by direct credit.


If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section.
Pleas e state the number of beneficial owners for whom you
act as a Custodian.


Please either: (i) state the full names and addresses of the beneficial owners for whom you act in submitting this Application Form, the
number of Units you hold for each beneficial owner, each beneficial owner’s dollar amount of Offer Units applied for (either directly or
indirectly through a downstream Custodian) and, if applicable, the name and address of each downstream Custodian; or (ii) attach a
schedule setting out that information.




Please state the total dollar amount of Offer Units that you are applying for
on behalf of beneficial owners under this CSN.
$


APPLICATION FORM

Contact Details:
Please provide your contact details below:

CONTACT NAME MOBILE OR DAYTIME TELEPHONE
NUMBER

EMAIL ADDRESS

This Offer clos es at 5.00pm (NZ time) on 28 October 2020, unless extended. Applications must be received by the Registrar before this
time in accordance with the instructions on this Application Form.

The information in the Application Form is provided to enable Vital, Northwest Healthcare Properties Management Limited (the Manager)
and Computershare to consider and process your application, to administer your investment, and to enable Vital, the Manager and
Computershare to comply with applicable laws, rules or regulations in New Zealand or any other country. By submitting the Application
Form you authorise Vital, the Manager and Computershare to disclos e inf ormation where Vital, the Manager or Computershare is
required or permitted to by any applicable laws, rules or regulations or by any governmental, judicial or regulatory entity or authority in
New Zealand or any other jurisdiction. Personal information provided will be held by the Manager and/or the Registrar. This information
will be used for the purposes of managing your investment in the Offer. Under the Privacy Act 1993, you have the right to access and
correct any personal information held about you.



Instructions
How to complete this Application Form:
Read carefully the Terms and Conditions of the
Offer c ontained in the Offer Document
accompanying this Application Form. In this
Applic ation Form, where the cont ext requires, a
referenc e to “I” includes a referenc e to “we”. If
you do not understand the Terms and
Conditions or this Application Form or if you
have any questions about what to do in relation
to the Offer, please consult your broker,
financial, investment or other professional
advisor.

1. Application and payment
• Please complete an online application at
www.vitalunitoffer.co.nz
or complet e this
Application Form and return by email to
vit al@c omput ershare.c o.nz.
• Specify the dollar amount of Offer Units
you wish to apply to purchase at the Issue
Price in the box provided on this
Application Form.
• You can apply for a dollar amount of Offer
Units up to NZ$50,000.
• Make one application only, whether
personally or through a Custodian. If you
own Units through a trustee or custodian
and also own Units in your own name, then
you may either purchase Offer Units
yourself or instruct your trustee or
Custodian to purchase Offer Units on your
behalf. You may not do both.
• You must pay in New Zealand dollars.
Paym ent must be made by direct credit as
per the instructions in the Offer Document
and this Application Form.
• Applicants must submit their payment
instructions to their bank, so the paym ent
is rec eived in the Registrar’s bank
account in cleared funds by no later than
5.00pm (NZ time) on 28 October 2020,
being the Closing Date. Applicants must
still complet e this Application Form and
return it by the Closing Date.
• Your direct credit must be for the sam e
amount as the dollar amount of Offer Units
you applied for on the front of this
Application Form.
• The Manager may scale acc eptanc es
which m ay result in you rec eiving a refund
as described in the Terms and Conditions.

2. Certification
• I/W e irrevocably and unconditionally apply

for the dollar amount of Offer Units
indicated in this Application Form on,
and subject to, the Terms and
Conditions;
• I/W e provide eac h of the certific ations,
acknowledgements, agreements,
authorisations and similar set out in
clause 7 of the Terms and Conditions;
• I/W e acknowledge that the Issue Price
will be announced on 29 October 2020
and will be the low er of the pric e paid by
invest ors in the plac em ent (NZ$2.80) or
a 2.5% discount to the volume weighted
average price of Units traded on the
NZX during the five trading days up to,
and including, the UPP’s Closing Date.
The number of Offer Units that may be
alloc at ed t o me/us will be c alculat ed by
dividing the dollar amount of Offer Units
validly applied for (and payment has
been received in respect of) by the
Issue Price (subject to scaling, rounding
and the Terms and Conditions).
• I/W e declare that I am/we are an
Eligible Unitholder(s);
• I/W e agree to be bound by Vital’s Trust
Deed;
• I/W e declare that w e are not applying
for m ore than NZ$50,000 worth of Offer
Units (including applications made
through a Custodian) even though I/we
may have received more than one offer
under the Offer or received offers in
more than one c apacity under the Offer;
• I/W e declare that all det ails and
statements provided by me/us in this
Application Form are c omplet e and
accurat e;
• I/W e acknowledge that the Offer is only
made in New Zealand and that by
applying for the Offer Units, I/we agree
to indemnify, am ong others, the
Manager and Vital for any loss suffered
as a result of any breach by me/us of
the selling restrictions applicable to the
Offer;
• I/W e have received, read and
understood the Offer Document
(including the sections "Important
Information" and “Terms and
Conditions”) and the Investor
Presentation (including pages 14 to 18
of the Investor Presentation (“Key
Risks”)) in their entirety;

• I/W e acknowledge that the Offer may be
withdrawn by the Manager at any time;
• If I am a Cust odian, I also c ertify that:
– I hold Units as at the Record Date on
behalf of one or more other persons
that are not Custodians and/or on
behalf of a downstream Custodian;
– eac h beneficial owner (or the
downstream Custodian) has
instructed me to apply for, and
acc ept, under the Offer the dollar
amount of Offer Units set out on the
front of this Application Form (or set
out in the attached schedule);
– neither the beneficial owner nor any
other Custodian is submitting an
application under the Offer for that
beneficial owner;
– I am not applying for more than
NZ$50,000 worth of Offer Units in
respect of any beneficial owner
under the Offer or any similar
arrangement in the 12 months
before this application; and
– a copy of the Offer Document was
given to each beneficial owner.

3. Contact Details
Fill in your daytime telephone number and
cont act nam e, as w e may need t o c ont act
you, for example, if you have not filled in this
Application Form correctly. By providing
your email address, you agree to the
Manager sending you investor
correspondence electronically (where
possible) going forward.

4. Lodgement Instructions
To return this Application Form to the
Registrar, you can scan and email your
Application Form to Comput ershare Invest or
Services Limited at:
vital@computershare.co.nz (please put
“Vital Unit Purchase Plan” in the subject line
for easy identification). An application can
also be m ade online at
www.vitalunitoffer.co.nz.


If you have any questions in relation to
the completion of this Application
Form, please contact Computershare
Investor Services Ltd on 0800 650 034.

Certification
By applying for Offer Units under the Offer, you are agreeing to the Terms and Conditions set out in the Offer Document and you are
providing the certification set out below under the heading “Significance of sending in an Application”. Read that section carefully.