Vital Healthcare Property Trust logo

Unit Purchase Plan opens

Capital Raise18 October 2021VHPReal Estate

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare

Properties Management Limited



vhpt.co.nz


MARKET RELEASE

Managed by NorthWest Healthcare

Properties Management Ltd

19 October 2021


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 $140m capital raising announced on 13 October 2021,

whereby Vital also undertook an underwritten

(1)

$115m placement of new units (Placement).


The UPP is open to Vital unitholders recorded on Vital's register as at 5.00pm (NZ time) on 12

October that:

a) have an address in New Zealand

(2)

; and

b) are not acting for the account or benefit of a person who resides outside New Zealand.


Eligible unitholders will receive their personalised application forms to apply for up to a maximum

of $15,000 of new units per unitholder at an issue price equal to the lower of:

a) $2.90 per new unit (being the same issue price as the Placement undertaken on 13

October 2021); 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 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

12 October 2021 (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

FY22 first quarter distribution payable in December.


Unitholders can apply online at www.vitalunitoffer.co.nz

until 5.00pm (NZ time) on Wednesday, 3

November 2021. The UPP offer document can be found at www.vitalunitoffer.co.nz.


Record Date: 5.00pm NZ time, 12 October 2021

Announcement of the capital raising: 13 October 2021

Unit Purchase Plan Opening Date: 19 October 2021

Entitlement letter sent to eligible unitholders: 19 October 2021

Unit Purchase Plan Closing Date (last time

for online applications):

5.00pm NZ time, 3 November 2021

Unit Purchase Plan issue price announced: 4 November 2021

Allotment of new units under the Unit

Purchase Plan and commencement of

trading:

10 November 2021



VITAL HEALTHCARE PROPERTY TRUST

Managed by NorthWest Healthcare

Properties Management Limited



vhpt.co.nz





Page 2 of 2

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 (~85% of portfolio value),

ambulatory care (~10% of portfolio value) and aged care (~5% of portfolio value).


Vital is the leading specialist listed landlord of healthcare property in Australasia and currently has

a portfolio valued at over $2.6 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

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 $37.4m of new units, representing its pro rata holding in Vital across the $140m Offer. The

balance of the Placement was underwritten by Forsyth Barr Group Limited and Goldman Sachs New Zealand Limited.

2

For the avoidance of doubt, no person in the United States or any person acting for, or on behalf of, a person in the United

States, will be eligible to participate in the UPP.

---

Vital Healthcare Property TrustBrand Identity Guidelines Version 1
Managed by NorthWest Healthcare

Properties Management Limited

19 October 2021

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 2021
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 2021
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).

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 13

October 2021 (the Investor Presentation). A copy of the Investor

Presentation and other information released on 13 October 2021

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 9 to 11 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.

In particular, the Manager recommends that you read its market

announcements (together with the materials attached to those

announcements) regarding:

• the Offer announced on 13 October 2021 (including the

Investor Presentation accompanying that announcement);

• Vital’s debt refinance and facility limit increase announced on

1 October 2021;

• Vital’s most recent managed investment scheme annual

report (for the period ended 30 June 2021) released on 22

September 2021; and

• Vital's most recent annual report (for the year ended 30 June

2021) released on 12 August 2021.

Vital 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.

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 summary of key risks on pages 9 to 11 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

2020, 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, 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 2021
6

Chair's Letter

Dear Unitholder,

VITAL EQUITY RAISING

On 13 October 2021 we announced plans to raise approximately NZ$140 million of new equity through a placement of new units (Placement)

of NZ$115 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 is scheduled to complete on 20 October 2021 and will raise NZ$115

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$15,000 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) $2.90, 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 Closing Date.

The new Units are expected to be allotted on or around 10 November 2021. They will rank equally with Existing Units at that date and will be

entitled to any future distributions declared by the Manager after the Allotment Date, including the FY22 first quarter distribution payable in

December.

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 provide Vital funding capacity to continue to support its acquisition and development pipeline.

TENNYSON CENTRE ACQUISITION

Vital has acquired The Tennyson Centre, one of Adelaide’s leading “Cancer Centres of Excellence”, comprising high quality tenants who

operate within the identification, assessment and treatment of cancer through oncology, radiotherapy, imaging and consulting services.

Vital’s pro forma gearing will be approximately 33.6% upon completion of the Offer, the acquisition of The Tennyson Centre and previously

announced transactions, an improvement of 1.4% over 30 June 2021.

The Board reconfirms Vital’s previously released distribution guidance of at least 9.5 cents per unit for the FY22 financial year, on a conservative

pay-out ratio.

vitalunitoffer.co.nz
7

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$15,000. This is the maximum amount permitted under the NZX Listing Rules.

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 (NZ

time) on 12 October 2021 (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 such that it is received by the Registrar

before 5.00pm (NZ time) on 3 November 2021.

Instructions on how to make payment can be found 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 13 October 2021 at www.nzx.com under the ticker code "VHP" or available at www.vhpt.co.nz. In particular, you should read and consider

pages 9 to 11 of the Investor Presentation ("Key risks") for a non-exhaustive summary of certain key risks associated with Vital and the Offer

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,

Graham Stuart

Independent Chair

NorthWest Healthcare Properties Management Limited

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2021
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$15,000 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$2.90 per Offer Unit (representing a 3.7% discount to Vital's closing unit price of NZ$3.01 on

NZX on 12 October 2021 (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 during the five trading days 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 (3 November 2021, unless

extended).

HOW TO APPLY

Eligible Unitholders may apply online at www.vitalunitoffer.co.nz together with payment, in accordance

with the instructions.

RECEIVING YOUR

OFFER UNITS

You will receive your Offer Units on the Allotment Date (10 November 2021, unless extended).

DATEEVENT

5.00pm on 12 October 2021Record DateThe date on which Eligible Unitholders are determined.

19 October 2021Opening DateEntitlement Letter sent to Eligible Unitholders. Offer opens.

3 November 2021Closing DateOffer closes. Applications (with payment) must be received by 5.00pm.

4 November 2021Issue PriceIssue Price announced.

10 November 2021Allotment 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.

15 November 2021Despatch 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 2021
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 provide Vital funding

capacity to continue to support its acquisition and

development pipeline. Vital has acquired The Tennyson

Centre and an adjoining development site for approximately

A$93 million. The Tennyson Centre is one of Adelaide’s

leading “Cancer Centres of Excellence”, comprising

high quality tenants who operate within the identification,

assessment and treatment of cancer through oncology,

radiotherapy, imaging and consulting services.

3. Am I eligible?

You are eligible to participate in the Offer if you are a

unitholder of Vital and:

(a) you were registered as a holder of fully paid Unit at

5.00pm (NZ time) on the Record Date, which was 12

October 2021; and

(b) your registered address is in New Zealand; and

(c) 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$2.90 per Offer Unit (representing a 3.7% discount

to Vital's closing unit price of NZ$3.01 on NZX on

12 October 2021 (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 during the five trading days up to, and including,

the Closing Date.

The Issue Price will be fixed as at 5.00pm (NZ time) on 3

November 2021 (being the Closing Date) and is expected

to be announced through NZX on 4 November 2021.

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$15,000.

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.

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$15,000 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$15,000.

9. Do I have to participate?

No. Participation is entirely voluntary.

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$140 million is raised under the Placement and the

Offer (taking into account the NZ$115 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$2.90 per Offer Unit), approximately

48,275,861 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 8.4%.

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$15,000 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 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. 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 9 to 11 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 13 October 2021, 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 9 to 11 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.

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".

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2021
12

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.

You must pay for your Application electronically by electronic

funds transfer to Vital.

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.

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 19 October 2021 and is expected to

close at 5.00pm (NZ time) on 3 November 2021, unless

extended. If you want to participate you should ensure your

Application and payment is received by 5.00pm (NZ time)

on 3 November 2021.

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.

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 10 November 2021. 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 15

November 2021.

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$15,000 per Eligible Unitholder is being

undertaken under Listing Rule 4.3.1(c) (Share Purchase Plan).

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, 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, 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, you may not submit any online

application 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 12 October 2021 may participate in the Offer.

OPENING DATE:

The Offer opens on 19 October 2021. The Entitlement Letters are sent to Eligible Unitholders

on 19 October 2021.

CLOSING DATE:

The Offer closes at 5.00pm (NZ time) on 3 November 2021, 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 4 November 2021.

ALLOTMENT DATE:

The Offer Units are proposed to be allotted on or around 10 November 2021.

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 15 November 2021.

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 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 Entitlement Letter, or does not receive an Entitlement

Letter in time.

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2021
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$2.90 per Offer Unit (representing a 3.7% discount to Vital's closing unit price of NZ$3.01 on NZX on 12 October 2021

(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 during the five trading

days up to, and including, the Closing Date.

3.2 The Issue Price will be fixed as at 5.00pm (NZ time) on 3 November 2021(being the Closing Date) and is expected to be announced

through NZX on 4 November 2021.

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$15,000, by filling in the appropriate box on the online application. 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.

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 instructed 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$15,000; 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 and make

an electronic funds transfer in accordance with the instructions on the Offer website. Payments must be drawn on a New Zealand bank

account.

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 3 November 2021. Applications received after that

date will only be accepted at the Manager's discretion.

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 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$15,000 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:

(a) you confirm that you have received, read and understood this Offer Document and the Investor Presentation (including pages 9 to

11 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;

(g) you certify to the Manager that you are not applying for more than NZ$15,000 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;

VITAL HEALTHCARE PROPERTY TRUST UNIT PURCHASE PLAN OFFER DOCUMENT 2021
16

(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 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;

(k) 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. 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;

(l) you acknowledge that the Manager is not liable for any exercise of its discretions referred to in these Terms and Conditions;

(m) 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

(n) 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.

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
17

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 and 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. 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 2021
18

Glossary

ALLOTMENT DATE

On or around 10 November 2021, unless extended.

APPLICATION

An application for Offer Units under the Offer made using an online application made through

www.vitalunitoffer.co.nz.

BOARD

The board of directors of the Manager.

CAPITAL RAISING

The Placement and the Offer.

CLOSING DATE

3 November 2021, unless extended.

DESPATCH DATE

On or around 15 November 2021, 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.

ENTITLEMENT LETTER

The personalised letter relating to the Offer setting out your entitlements under the Offer.

EXISTING UNIT

A Unit on issue on the Record Date.

ISSUE PRICE

The lower of:

(a) NZ$2.90 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 during the five trading days 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.

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

19 October 2021.

PLACEMENT

The placement of Units in Vital announced on 13 October 2021 at a price of NZ$2.90 per Unit,

under which 39,655,172 Units are to be issued on 20 October 2021.

RECORD DATE

12 October 2021.

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

PO Box 6945, Victoria Street West

Auckland 1142

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, Victoria Street West,

Auckland 1142

New Zealand

Phone: 0800 650 034

Email: vital@computershare.co.nz

19

vitalunitoffer.co.nz

Managed by NorthWest Healthcare
Properties Management Limited

---

19 October 2021
Vital Healthcare Property Trust – Unit Purchase Plan Now Open

Not for release to US wire services or distribution in the United States

Dear

Unitholder,

On behalf of the directors of NorthWest Healthcare Properties Management Limited (the Manager), in

its capacity as the manager of Vital Healthcare Property Trust (Vital), I am pleased to offer eligible

unitholders the opportunity to participate in this Unit Purchase Plan (UPP). Under the UPP, Eligible

Unitholders may apply for up to a maximum of NZ$15,000 worth of new units in Vital (Offer Units) on

and in accordance with the Terms and Conditions in the Offer Document, without incurring brokerage or

other transaction costs.

Eligible Unitholders are all persons who were unitholders recorded on Vital’s unit register at 5:00pm

(NZDT) on 12 October 2021 that:

1.have an address in New Zealand; an

d

2.are n

ot acting for the account or benefit of a person who resides outside New Zealan

d.

For

the avoidance of doubt, no person in the United States or any person acting for, or on behalf of, a

person in the United States will be an Eligible Unitholder.

The UPP is part of Vital’s equity raising initiative announced on 13 October 2021 whereby Vital announced

a NZ$115 million placement of units at a price of NZ$2.90 per unit (Placement) along with the UPP.

Vital is seeking to raise ~NZ$25 million under the UPP (with the ability to accept additional applications

at the Manager’s discretion).

The price of Offer Units under the UPP will be the lower of:

NZ$2.90 per unit, being the price paid by investors in the Placement; or

a 2.5% discount to the volume weighted average market price of Vital’s units traded on the NZX

over the five trading days up to, and including, 3 November 2021.

Further details about the UPP, including how to apply, are set out in the Offer Document, which can be

found at www.vitalunitoffer.co.nz. You should read the Offer Document carefully before deciding whether

to participate in the UPP.

8100000101

169810_samples_01 00001 001*

Eligible unitholders wishing to participate in the UPP can now apply online at www.vitalunitoffer.co.nz.
Applications for Offer Units must be received (with payment) by Computershare by no later

than 5.00pm on 3 November 2021. The UPP offer will close at 5:00pm (NZDT) on 3 November 2021.

If you have any questions about the Unit Purchase Plan, please email vital@computershare.co.nz or call

0800 650 034.

On behalf of the Board, we encourage you to consider this opportunity and sincerely thank you for your

ongoing support of Vital.

Yours sincerely

Graham Stuart

Independent Chair, NorthWest Healthcare Properties Management Limited (in its capacity as the

manager of Vital Healthcare Property Trust)

This announcement ha

s been prepared for publication in New Zealand and may not be released to US wire services or distributed in

the United States. This a

nnouncement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United

States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US

Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject

to, registra

tion under the US Securities Act and applicable US state securities laws.

This announcement may not be forwarded to any other person (or otherwise reproduced in any manner) in any jurisdiction outside of

New Zealand. Any forwarding or other distribution of this announcement in whole or part may result in a violation of

relevant securities laws. Vital and the Manager disclaim all liability in respect of any breach of such laws.

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.