Notice of 2021 Annual Meeting
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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