Vital Healthcare Property Trust logo

Notice of 2020 Annual Meeting

AGM13 October 2020VHPReal Estate

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

---

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.