Notice of 2020 Annual Meeting
Vital Healthcare Property TrustBrand Identity Guidelines Version 1
Managed by NorthWest Healthcare
Properties Management Limited
12 October 2020
NOTICE OF
ANNUAL MEETING
2020
The 2020 Annual Meeting of unitholders of Vital Healthcare Property Trust will be held in the Makora Room of
Generator Commercial Bay, Level 2, PwC Tower, 15 Customs Street, Auckland 1010 on Tuesday, 17 November 2020
commencing at 10.00am.
Unitholders may also attend virtually through the web platform web.lumiagm.com.
VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2020
2
Contents
3 LETTER FROM THE CHAIR OF THE MANAGER
4 FORMAL NOTICE AND AGENDA
5 EXPLANATORY NOTES
6 PROCEDURAL NOTES
7 DIRECTORY
3
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
Letter from the
Chair of the Manager
Dear Unitholders,
This notice of meeting convenes the 2020 Annual Meeting of unitholders of the Vital Healthcare Property Trust
(Vital). The Annual Meeting is being held in the Makora Room of Generator Commercial Bay, Level 2, PwC
Tower, 15 Customs Street, Auckland 1010 on Tuesday, 17 November 2020 commencing at 10.00am.
Unitholders may also attend virtually through the web platform web.lumiagm.com. By accessing the meeting
virtually, you will be able to watch the Annual Meeting, vote and ask questions online. Instructions and further
details on how to participate virtually in the Annual Meeting are set out in the enclosed Virtual Meeting Guide. If
you wish to appoint a proxy to attend online on your behalf, please refer to the instructions set out in the Procedural
Notes in this Notice of Meeting.
We look forward to welcoming you to the 2020 Annual Meeting.
GRAHAM STUART’S RE-ELECTION
At this year’s meeting, unitholders will be asked to consider approving the re-election of Graham Stuart as an
Independent Director pursuant to Vital’s Trust Deed.
Biographical details for Mr Stuart are set out in the Explanatory Notes in this Notice of Meeting.
The Board unanimously recommends that unitholders vote IN FAVOUR of the re-election of
Graham Stuart as an Independent Director.
APPOINTMENT OF INDEPENDENT CHAIRMAN
As previously announced on 18 September 2020, subject to Mr Stuart being re-elected as an Independent
Director, Mr Stuart will be appointed as Independent Chairman.
Dr Michael Stanford will also be appointed as Chair of the Audit Committee.
Accordingly, following the appointment of Mr Stuart as Chairman, the Board of the Manager will be led by an
Independent Chair, comprise a majority of Independent Directors and its Audit Committee will be chaired by an
Independent Director.
We look forward to discussing these matters with you at our upcoming Annual Meeting.
Kind regards
Bernard Crotty
Chair
NorthWest Healthcare Properties Management Limited
VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2020
4
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
Formal Notice and Agenda
Notice is hereby given that the 2020 Annual Meeting of the unitholders of Vital Healthcare
Property Trust will be held in the Makora Room of Generator Commercial Bay, Level 2, PwC
Tower, 15 Customs Street, Auckland 1010 on Tuesday, 17 November 2020 commencing at
10.00am.
Unitholders may also attend virtually through the web platform web.lumiagm.com
Agenda
CHAIR OF THE MANAGER PRESENTATIONS
ANNUAL FINANCIAL STATEMENTS
The annual financial statements of Vital Healthcare Property Trust for the year ended 30 June 2020 will be tabled at the meeting.
RESOLUTION – RE-ELECTION OF INDEPENDENT DIRECTOR
To consider and, if thought fit, pass the following ordinary resolution:
That Graham Stuart be re-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 Graham Stuart.
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 12 October 2020
VITAL HEALTHCARE PROPERTY TRUST
NOTICE OF ANNUAL MEETING 2020
5
Explanatory Notes
ELECTION OF INDEPENDENT DIRECTOR
The Trust Deed provides that unitholders are entitled to appoint two Independent Directors to the Board of NorthWest Healthcare Properties
Management Limited (the Manager), the manager of Vital Healthcare Property Trust (Vital).
Graham Stuart was previously elected to the Board as an Independent Director by unitholders in 2018. Mr Stuart is retiring by rotation and is
standing for re-election as an Independent Director at this year’s Annual Meeting.
The biographical details of Mr Stuart 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 an Independent Director at the Annual Meeting.
Mr Stuart’s appointment requires approval by way of an ordinary resolution, which means a resolution passed by a simple majority of the votes
of those unitholders entitled to vote and voting on the resolution. The resolution will be passed if approved by ordinary resolution at the Annual
Meeting.
The Board unanimously recommends the re-election of Graham Stuart as an Independent Director.
If the Chair of the Annual Meeting, or any other director, is appointed to act as proxy and is not directed on how to vote, they will cast the proxy
votes in favour of the appointment of Mr Stuart.
BIOGRAPHICAL NOTES – GRAHAM STUART
Graham Stuart is an experienced corporate director with an established track record of performance in governance and in prior executive roles.
He is currently the Independent Chairman of EROAD Limited and an Independent Director and Chair of the Audit Committees at Tower and at
Metro Performance Glass. He was previously the CEO of Sealord Group from 2007 to 2014 and Director, Strategy and Growth and CFO of
Fonterra Co-operative Group from 2001 to 2007.
Graham is a Fellow of Chartered Accountants Australia & New Zealand (CAANZ). Graham has a Master of Science from Massachusetts
Institute of Technology and a Bachelor of Commerce with First Class Honours from the University of Otago.
Mr Stuart is based in Auckland, New Zealand.
APPOINTMENT OF INDEPENDENT CHAIRMAN
As previously announced on 18 September 2020, subject to Mr Stuart being re-elected as an Independent Director, Mr Stuart will be
appointed as Independent Chairman.
Dr Michael Stanford will also be appointed as Chair of the Audit Committee.
Accordingly, following the appointment of Mr Stuart as Chairman, the Board of the Manager will be led by an Independent Chair, comprise a
majority of Independent Directors and its Audit Committee will be chaired by an Independent Director.
VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2020
6
ATTENDANCE AND VOTING RIGHTS
1. Every unitholder is entitled to attend the Annual Meeting and
vote.
2. Voting will be by way of poll. On a poll, each unitholder has
one vote for each Unit.
3. As the Annual Meeting will be a hybrid meeting with physical
and online participants, a unitholder’s right to vote may be
exercised by:
a. attending and voting in person at the meeting at Makora
Room of Generator Commercial Bay, Level 2, PwC
Tower, 15 Customs Street, Auckland 1010; or
b. attending the meeting virtually and voting online at
web.lumiagm.com; or
c. appointing a proxy to attend and vote on their behalf.
4. If you are attending the Annual 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.
APPROVAL REQUIRED - ORDINARY RESOLUTION
5. The resolution requires approval by way of an ordinary
resolution, which means a resolution passed by a simple
majority of the votes of those unitholders entitled to vote
and voting on the resolution. The resolution will be passed if
approved by ordinary resolution at the annual meeting.
NO VOTING RESTRICTIONS
6. No voting restrictions apply to the resolution.
ABSTENTIONS
7. Unitholders that abstain from voting on the resolution will not
be counted when determining the unitholders that have voted
on that resolution.
CHAIRPERSON
8. The chairperson of the Annual Meeting will be Bernard Crotty,
the Chair of the Board of the Manager.
ATTENDING IN PERSON
9. Unitholders attending the meeting in person should bring the
enclosed proxy form to the Annual Meeting and present the
attendance slip at the entrance to the Annual Meeting.
VIRTUAL ANNUAL MEETING
10. As noted above at paragraph 3(b), unitholders entitled to
attend and vote at the Annual Meeting may participate
in the Annual Meeting virtually through the web platform
web.lumiagm.com.
11. Unitholders attending and participating in the Annual Meeting
virtually via the online platform will be able to vote and ask
questions during the Annual Meeting. Instructions and further
details on how to participate virtually in the Annual Meeting
are set out in the enclosed Virtual Meeting Guide.
APPOINTING A PROXY
12. A unitholder entitled to attend and vote at the Annual Meeting
is entitled to appoint a proxy to attend and vote instead of the
unitholder. A proxy need not be a unitholder.
13. A unitholder may appoint the Chair of the Annual Meeting,
or another person, to act as proxy. If the Chair of the
Annual 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 the resolution. 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.
14. A unitholder wishing to appoint a proxy should complete
and return the enclosed proxy form in accordance with the
instructions set out in paragraphs 15 to 18. Alternatively,
a proxy can be appointed online in accordance with the
instructions set out at paragraphs 19 and 20.
COMPLETION AND RETURN OF PHYSICAL
PROXY FORMS
15. All joint holders should sign the proxy form.
16. 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.
Procedural Notes
7
17. 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.
18. 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 +64 9 488 8787, by no
later than 10.00am on 15 November 2020 (being 48 hours
before the annual meeting).
ONLINE PROXY APPOINTMENT
19. A unitholder entitled to attend the Annual Meeting and vote
may appoint a proxy online by visiting www.investorvote.
co.nz and following the prompts from there. Unitholders
completing the online process will need to enter their CSN/
Securityholder number and their post code or country of
residence (if outside of New Zealand).
20. Online proxy appointment must be completed by no later
than 10.00am on 15 November 2020 (being 48 hours
before the annual meeting).
Directory
Vital Healthcare Property Trust / the Manager
Level 16, AIG Building, 41 Shortland Street
Auckland 1010
PO Box 6945, Victoria Street West
Auckland 1142
New Zealand
Phone: +64 9 973 7300
Website: www.vitalhealthcareproperty.co.nz
REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
New Zealand
Phone: +64 9 488 8777
Email: corporateactions@computershare.co.nz
SUPERVISOR
Trustees Executors Limited
Corporate Trustee Services
Level 7, 51 Shortland Street
Auckland 1010
PO Box 4197, Auckland 1140
New Zealand
Phone: +64 9 308 7100
LEGAL ADVISER
Bell Gully
Level 21, Vero Centre
48 Shortland Street
PO Box 4199
Auckland 1140
Managed by NorthWest Healthcare
Properties Management Limited
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STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate, you will need to visit web.lumiagm.com on
your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the latest versions of
Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday (New Zealand time).
VOTING AT A GLANCE
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
356-803-751
Virtual entry to the Annual Meeting will open at
9.30AM NZT on Tuesday 17 November 2020, with
the meeting commencing at 10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
T
o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in Vital Healthcare Property Trust. Please note, if you have logged in as a guest you will not be
able to ask any questions or vote.
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll be
prompted to enter the Meeting ID and
accept the terms and conditions.
Y
ou will then be required to enter your:
>username (CSN or Holder number); and
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCA
ST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select
then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.
---
Proxy Form Signing Instructions
Set out below are the instructions for completing this form.
Individual
A Unitholder wishing to appoint a proxy should complete this proxy form.
Joint Holding
All joint holders should 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 Manager) and a completed certificate of non-revocation must ac-
company 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, 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 10.00am on 15 November 2020 (being 48 hours before the meeting).
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Attending the Annual Meeting
Unitholders entitled to attend and vote at the Annual Meeting, may attend (a) in person
(b) online or (c) by appointing a proxy to vote on their behalf.
Attending and voting in person
If you plan to attend the meeting in person, please bring this Voting/Proxy Form with
you to the meeting as it contains your attendance slip. Please present your attendance
slip at the entrance of the meeting.
Attending and voting online
If you plan to attend the meeting online, please refer to the enclosed Virtual Meeting
Guide for more information.
Appointment of Proxy
As a Unitholder entitled to attend and vote at the meeting, you may appoint a proxy to
attend and vote on your behalf. A proxy need not be a Unitholder. You may complete
your proxy appointment either online at www.investorvote.co.nz in accordance with
the above instructions or by completing and returning this form.
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.
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
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 the resolution.
No voting restrictions
No voting restrictions apply to the resolution.
Go online to lodge your proxy or turn over to complete the form
Voting / Proxy Form
Your secure access information
Control Number: CSN/Unitholder Number:
PLEASE NOTE: You will need your CSN/Unitholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy online.
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00am on Sunday, 15 November 2020
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Unitholder 1 Unitholder 2 Unitholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Unitholder/Unitholders This section must be completed.
SIGN
ATTENDANCE SLIP
Annual meeting of unitholders of Vital Healthcare Property Trust to be held in
the Makora Room of Generator Commercial Bay, Level 2, PwC Tower,
15 Customs Street, Auckland 1010 and virtually through the online platform at
web.lumiagm.com on Tuesday, 17 November, commencing at 10.00am
Voting / Proxy Form
Voting Instructions/Voting Paper
STEP 2
Proxy Form (for use if you are unable to attend the meeting and not submitting your vote online)
STEP 1
as my/our proxy to vote for me/us at the Annual Meeting of unitholders of Vital Healthcare Property Trust to be held in the Makora Room of Generator Commercial
Bay, Level 2, PwC Tower, 15 Customs Street, Auckland 1010 and virtually online through online platform web.lumiagm.com on Tuesday, 17 November 2020 at
10.00am and at any adjournment of that meeting.
hereby appointof
or failing him/herof
being a Unitholder/Unitholders of Vital Healthcare Property Trust
ForAgainst
Proxy
Discretion
Abstain
Resolution
Tick þ in box to record your vote
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, 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". If the Chair is not directed, the Chair will vote in favour of the Resolution.
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.
That Graham Stuart be re-elected as an Independent Director of NorthWest Healthcare Properties
Management Limited, the manager of the Vital Healthcare Property Trust
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
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.