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Notice of 2021 Annual Meeting

AGM25 October 2021VHPReal Estate

Vital Healthcare Property TrustBrand Identity Guidelines Version 1
26 October 2021

NOTICE OF

ANNUAL MEETING

2021

The 2021 Annual Meeting of unitholders of Vital Healthcare Property Trust will be held on a fully virtual basis

through the Computershare Meeting Platform https://meetnow.global/NZ on Wednesday, 24 November 2021

commencing at 10.00am.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2021
2

Contents

3 LETTER FROM THE INDEPENDENT CHAIR OF THE MANAGER

4 FORMAL NOTICE AND AGENDA

5 EXPLANATORY NOTES

6 PROCEDURAL NOTES

7 DIRECTORY

3
Letter from the Independent

Chair of the Manager

Dear Unitholders,

This notice of meeting convenes the 2021 Annual Meeting of unitholders of the Vital Healthcare Property Trust

(Vital). The Annual Meeting is being held virtually online through the Computershare Meeting Platform

https://meetnow.global/NZ on Wednesday, 24 November 2021 commencing at 10.00am.

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 2021 Annual Meeting.

ANDREW EVANS’S RE-ELECTION

At this year’s meeting, unitholders will be asked to consider approving the re-election of Andrew Evans as an

Independent Director pursuant to Vital’s Trust Deed.

Biographical details for Andrew Evans 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

Andrew Evans as an Independent Director.

We look forward to discussing these matters with you at our upcoming Annual Meeting.

Kind regards

Graham Stuart

Independent Chair

NorthWest Healthcare Properties Management Limited

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2021
4

Formal Notice and Agenda

Notice is hereby given that the 2021 Annual Meeting of the unitholders of Vital Healthcare

Property Trust will be held on a fully virtual basis online through the Computershare Meeting

Platform https://meetnow.global/NZ on Wednesday, 24 November 2021 commencing at

10.00am.

Agenda

INDEPENDENT CHAIR OF THE MANAGER PRESENTATION

ANNUAL FINANCIAL STATEMENTS

The annual financial statements of Vital Healthcare Property Trust for the year ended 30 June 2021 will be tabled at the meeting.

RESOLUTION – RE-ELECTION OF INDEPENDENT DIRECTOR

To consider and, if thought fit, pass the following ordinary resolution:

That Andrew Evans 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 Andrew Evans.

GENERAL BUSINESS

To consider any other matter that may be lawfully considered at the meeting.

By order of the Manager

Graham Stuart

Independent Chair

NorthWest Healthcare Properties Management Limited

Dated 26 October 2021

VITAL HEALTHCARE PROPERTY TRUST

NOTICE OF ANNUAL MEETING 2021

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).

Andrew Evans was previously elected to the Board as an Independent Director by unitholders in 2019. Mr Evans 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 Evans are set out below.

The appointment of Mr Evans 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 Andrew Evans 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 Andrew Evans.

BIOGRAPHICAL NOTES – ANDREW EVANS

Andrew Evans has over 25 years’ experience in commercial real estate and asset management, previously holding executive positions in listed

and unlisted real estate investment businesses. Andrew is a Chairperson of Accessible Properties NZ Limited and Infinity Investment Group

Holdings Limited, is a Director of Holmes Group Limited, Holmes GP Fire Limited and Trust Investments Management Limited, and is a former

director of Argosy Property Limited. In addition, Andrew is a past National President of the Property Council of New Zealand, a fellow of the

New Zealand Property Institute, and a government appointee to the Land Valuation Tribunal (Waikato No.1). He is a Chartered Fellow of the

Institute of Directors of New Zealand and is on the Auckland Branch Committee.

Andrew has a Bachelor of Business Studies and MBA (with distinctions) from Massey University and a Diploma in Finance from Auckland

University.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2021
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 virtual meeting, a unitholder’s

right to vote may be exercised by:

a. attending the meeting virtually and voting online at

https://meetnow.global/NZ; or

b. appointing a proxy to attend the meeting virtually and

vote on their behalf.

4. If you are voting in more than one capacity (e.g. also as

proxy, attorney or representative for one or more other

unitholders), you will need to access the online meeting

separately to vote 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 Graham Stuart,

the Chair of the Board of the Manager.

VIRTUAL ANNUAL MEETING

9. 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

10. A unitholder entitled to attend and vote at the Annual Meeting

is entitled to appoint a proxy to attend the meeting virtually

and vote instead of the unitholder. A proxy need not be a

unitholder.

11. 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.

12. A unitholder wishing to appoint a proxy should complete

and return the enclosed proxy form in accordance with the

instructions set out in paragraphs 13 to 16. Alternatively,

a proxy can be appointed online in accordance with the

instructions set out at paragraphs 17 and 18.

COMPLETION AND RETURN OF

PHYSICAL PROXY FORMS

13. All joint holders should sign the proxy form.

14. 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.

15. 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.

Procedural Notes

7
16. 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 Monday, 22 November 2021

(being 48 hours before the annual meeting).

ONLINE PROXY APPOINTMENT

17. 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/

Security holder number and their post code or country of

residence (if outside of New Zealand).

18. Online proxy appointment must be completed by no later

than 10.00am on Monday, 22 November 2021 (being 48

hours before the annual meeting).

Directory

Vital Healthcare Property Trust / the Manager

PO Box 6945,

Victoria Street West

Auckland 1142

New Zealand

Phone: +64 9 973 7300

Website: www.vhpt.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 11, 51 Shortland Street

Auckland 1010

PO Box 4197,

Auckland 1140

New Zealand

Phone: 0800 878 783

LEGAL ADVISER

Bell Gully

Level 21, Vero Centre

48 Shortland Street

PO Box 4199,

Auckland 1140

New Zealand

---

Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You will need the latest v

ersion of Chrome, Safari,

Edge or F irefox. Please ensure your browser is

compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

---

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

accompany this proxy form.

Companies

A proxy granted by a company must be signed by a duly authorised officer or

attorney who is acting under the company's express or implied authority.

Comments & Questions

If you have any comments or questions, 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 10.00 am on Monday, 22 November 2021 (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) online or

(b) by appointing a proxy to vote on their behalf.

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 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. 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 no later than 10.00 am on Monday, 22 November 2021.

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

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 on a fully virtual basis through the

Computershare Meeting Platform https://meetnow.global/NZ on Wednesday, 24 November 2021 commencing 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. 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 Andrew Evans 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):

Please Note: Unitholders can still attend the meeting even if they have appointed a proxy (although they will not be able to

vote if a proxy has been appointed).

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.

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