Full year results release

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare
Properties Management Limited


vhpt.co.nz

MARKET RELEASE
Managed by NorthWest Healthcare
Pr operties Management Ltd
11 August 2022

Strong earnings growth driven by high-quality property portfolio

Despite increasing volatility in stock markets around the world, healthcare property
remains a strong defensive asset class offering stable and transparent rental income
cashflows to investors with potential for further growth, says Australasia’s leading specialist
owner of healthcare real estate.
NorthWest Healthcare Properties Management Limited (NorthWest), the manager of Vital
Healthcare Property Trust (Vital), released its results for the 12 months ended 30 June 2022
(FY22) today. The result included confirmation of 9.625 cents per unit (cpu) distributions for
the year; 8.5% above FY21.
NorthWest said the increase in distributions was underpinned by strong growth in earnings
and recent asset acquisitions and development activity.
Fund Manager Aaron Hockly said Vital's Board and Management expect to deliver
further growth in earnings and distributions and has today provided FY23 distribution
guidance of 9.75cpu.
“Over FY22 Vital committed to undertake an additional $146 million of new
developments including the expansion of Ormiston Hospital in Auckland, Grace Hospital
in Tauranga and further additions to Wakefield Hospital in Wellington and Playford Health
Hub in Adelaide. Newly committed developments replenish Vital's development pipeline
following the recent completion of a A$97 million development and expansion of
Epworth Eastern Hospital in Melbourne and a new day surgery adjoining Royston Hospital
in Hastings which was officially opened earlier this month. Vital currently has 10
developments underway across Australia and New Zealand for a total projected cost of
$293.2m providing a forecast blended yield of 5.8%
1
.,” said Mr Hockly.
As part of its $1.8 billion pipeline of potential developments across Australia and New
Zealand, Vital is planning further development at its healthcare precinct in Remuera
where it owns Ascot Hospital and Ascot Central.
In addition to the above, Vital has $169 million of ambulatory care fund-through
2

developments underway in Australia comprising a A$54.4 million development for
Genesis Care (stage 1 of Campbelltown, Sydney) and a newly announced A$98.6m
fund-through development for Nexus in Hobart.

1
Forecast assumes developments are fully let on current expectations of future market terms.
2
These are developments where Vital is funding a development rather than acting as developer.

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management L
vhpt.co.nz
Page 2 of 3
Vital undertook $382
3
million of property acquisitions in FY22 including its first South Island
assets, purchasing sites in central Christchurch and Queenstown. Both sites housed
existing healthcare operators and offered future development potential, Mr Hockly said.
Mr Hockly noted NorthWest's focus on maintaining a consistently low average building
age within Vital as a means to minimise maintenance capital expenditure and to ensure
Vital’s properties meet current and future needs of healthcare operators and patients.
“Vital’s $3.3 billion property portfolio is high quality and high acuity, with a current
weighted average lease expiry of 17.6 years – the longest of any property group on the
NZX,” said Mr Hockly.
Net property income increased by 12.2% over FY22 reflecting the contributions from
rental growth, acquisitions and developments. Like-for-like, same property rental growth
using a constant currency was 2.8% for FY22. With ~80% of Vital's leases linked to CPI in
some way, Vital also retained high occupancy at 98.8% (30 June 2021: 99.2%).
During the past year, Vital and NorthWest both issued their first Sustainability Reports.
NorthWest has subsequently appointed three "Sustainability Champions" to its Australasian
business, part of its commitment to achieving net zero emissions across all its operations
and platforms, including Vital, by 2050.
FY22 Results at a glance
FY22 FY21 Change
Property Portfolio $3.3 billion $2.6 billion 26.7%
Occupancy (by income) 98.8% 99.2% -
AFFO $67.8 million $57.5 million 18.0%
AFFO per unit (cpu) 11.92 11.54 3.3%
NTA per unit ($pu) 3.34 2.89 15.3%
Balance sheet gearing 30.0% 35.0% -
Weighted average cost of debt 3.73% 3.32% -
Weighted average debt maturity 3.9 years 2.5 years -
Distributions (cpu) 9.625 8.88 8.5%

Over the 10 years ended 30 June 2022, Vital has delivered a total return
4
of 13.2% per
annum outperforming the NZX REIT index by 4.2% per annum and the NZX50 by 0.9% per
annum
5
.
Over the five years ending 30 June 2023, Vital expects to record a compound annual
growth rate for distributions of 2.3% per annum.
Vital's balance sheet gearing was reduced to a conservative 30.0% at 30 June 2022 (30
June 2021: 35.0%) and has no debt expiring until October 2023.
– ENDS –

3
Excludes transaction costs and includes Kawarau Park Health Precinct, Queenstown which settled in
July 2022.

4
Unit price change plus distributions.
5
Source: Forsyth Barr

VITAL HEALTHCARE PROPERTY TRUST
Managed by NorthWest Healthcare Properties Management L
vhpt.co.nz
Page 3 of 3
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 (~80% of portfolio
value), out-patient facilities (~16% of portfolio value) and aged care (~4% of portfolio
value)
6
.

Vital is the only specialist listed landlord of healthcare property in Australasia and
currently has a portfolio valued at over $3.3 billion
3
.

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 has been prepared by NorthWest Healthcare Properties Management
Limited (the "Manager") as manager of the Vital Healthcare Property Trust (the "Trust"). The
details in this announcement provide general information only. It is not intended as
investment, legal, tax or financial advice or recommendation to any person and must not
be relied on as such. You should obtain independent professional advice prior to making
any decision relating to your investment or financial needs.

All references to $ are to New Zealand dollars unless otherwise indicated.

This announcement may contain forward-looking statements. Forward-looking statements
can include words such as “expect”, “intend”, “plan”, “believe”, “continue” or similar
words in connection with discussions of future operating or financial performance or
conditions. The forward-looking statements are based on management's and directors’
current expectations and assumptions regarding the Trust’s business, assets and
performance and other future conditions, circumstances and results. As with any
projection or forecast, forward-looking statements are inherently susceptible to uncertainty
and to any changes in circumstances. The Trust’s actual results may vary materially from
those expressed or implied in the forward-looking statements. The Manager, the Trust, and
its or their directors, employees and/or shareholders have no liability whatsoever to any
person for any loss arising from this announcement or any information supplied in
connection with it. The Manager and the Trust are under no obligation to update this
announcement or the information contained in it after it has been released. Past
performance is no indication of future performance.

6
All figures as at 30 June 2022.

---

Annual Report
2022
HEALTHY PROPERTIES
DELIVER HEALTHY RETURNS
Kawarau Park Health Precinct,
Queenstown

Investing in healthcare
infrastructure in New
Zealand and Australia
2
|
VITAL HEALTHCARE PROPERTY TRUST

FY22 HIGHLIGHTS
Contents
About Vital and NorthWest 4
Overview of Vital

6
Key events over FY22 10
Short, medium and longer term
progression 12
Manager’s report 14
Asset allocation 20
Australian portfolio overview 22
New Zealand portfolio overview

24
5 largest assets and asset groupings 26
Developments 32
Acquisitions 36
Sustainability 44
Our Board 76
Our executive team 78
Corporate governance 80
Financial statements 88
Independent auditor’s report 132
Unit Holder statistics 135
Vital’s structure 136
Directory 139
9. 625cpu11 . 9 2cpu
8.5% ABOVE FY21
3.3% ABOVE FY21
$287m
1
DISTRIBUTIONSAFFOACQUISITIONS TO SUPPORT
FUTURE GROWTH
1
Excluding transaction costs
ANNUAL REPORT
|
3

To be Australia and
New Zealand’s leading listed
healthcare property fund.
Deliver stable and growing total Unit
Holder returns, including an attractive
risk-adjusted income distribution, majority
sourced from healthcare real estate.
VisionMission
NZX listed property trust which owns ~$3.3 billion of
healthcare property in New Zealand and Australia.
4
|
VITAL HEALTHCARE PROPERTY TRUST

NorthWest Healthcare
Properties REIT
TSX listed owner and manager of NZ$12.4 billion
of healthcare property across four continents.
Hard work, integrity, collaboration, drive,
flexibility, team work, fun and results.
Be the leading global diversified
healthcare real estate company.
Provide best in-class real estate
solutions to the healthcare
industry and deliver exceptional
shareholder value to investors.
EXCELLENCE
Delivering exceptional
outcomes
INTEGRITY
Doing what’s
right
PARTNERSHIP
Succeeding
together
We value
VisionMission
Values
NorthWest (Australia and New Zealand)
is the manager of Vital, with over 60
professionals in the region. We have
offices in Auckland, Melbourne, Sydney
and the Gold Coast.
ANNUAL REPORT
|
5

1
Number of properties include Kawarau Park Health Precinct, Queenstown, but excludes strategic assets. All other figures exclude Kawarau Park Health Precinct, Queenstown.
As at 30 June 2022
Overview of Vital
1
Vital is the only specialist healthcare landlord on the NZX.
~$3.3bn
47 PROPERTIES
(AUS & NZ)
~$2.4bn
31 PROPERTIES
(AUS)
~$0.9bn
1 6 PROPERTIES
(NZ)
6
|
VITAL HEALTHCARE PROPERTY TRUST

Vital Portfolio by Geography
AUSTRALIA
72%
NEW ZEALAND
28%
WESTERN
AUSTRALIA
NORTHERN

TERRITORY
SOUTH
AUSTRALIA
NEW SOUTH
WALES
TASMANIA
VICTORIA
QUEENSLAND
4
3
6
6
12
14
2
ANNUAL REPORT
|
7

Acute Hospitals 53%
Ambulatory Care 16%
Specialty Hospitals
(mental health & rehabilitation) 27%
Aged Care 4%
53%
27%
16 %
4%
H
O
S
P
I
T
A
L

8
0
%
O
T
H
E
R

2
0
%
19 %
16 %
22%
15 %9%
4%
3%
3%
3%
2%
4%
Healthe Care Surgical 16%
Norfolk Southern Cross Limited 4%
Evolution Healthcare 9%
Epworth 15%
Hall & Prior 4%
Bolton Clarke 3%
Sportsmed 3%
Mercy Ascot 3%
Ramsay 2%
Other 22%
Aurora Healthcare 19%
TENANT DIVERSIFICATION
% of Rent
SUB-SECTOR DIVERSIFICATION
% of Value
8
|
VITAL HEALTHCARE PROPERTY TRUST

1
Income producing properties only
2
Average building age = the later of the date of construction or last significant capital works
$123m
11.1
years
AVERAGE BUILDING AGE
2
98.8%
PORTFOLIO OCCUPANCY
FY22 PROPERTY INCOME
17.6 years
WEIGHTED AVERAGE
LEASE EXPIRY (WALE)
4.58%
WEIGHTED AVERAGE CAP RATE
1
(AUS 4.54%, NZ 4.70%)
ANNUAL REPORT
|
9

Key events over FY22
• FY22 AFFO and distribution
guidance announced 11.8cpu
and 9.5cpu respectively
• Acquisition of Hutt Valley
Health Hub, Wellington
for $46.5m announced
AUGUST 2021
• 2.375cpu distribution paid
• 2.375cpu distribution paid
• Practical completion of
Stage 1 of Wakefield
Hospital, Wellington for a
total cost of ~$50.8m
SEPTEMBER 2021
DECEMBER 2021
JULY 2021
2021
• $27.8m raised via a Unit Purchase Plan
from existing retail holders at $2.85 per unit
• Completion of Stage 1 of Playford
Health Hub, Adelaide for ~A$20m
• Commencement of $6.3m Royston
Stage 2, $31.7m Grace Hospital and
$6.3m Bowen Hospital developments
• MoU signed with Calvary Health
Care to operate a ~A$93m hospital
(Stage 3 of Playford Health Hub)
NOVEMBER 2021
• A$315m debt refinance to
extend debt capacity by A$65m
and extend debt tenor
• Acquisition of Tennyson Centre,
Adelaide for A$92.75m
• $115m placement primarily to existing
institutional holders at $2.90 per unit
• Commencement of $91.5m Wakefield
Stage 2 with demolition of existing building
• Terms agreed for $74m of new and
extended brownfield developments
across five of Evolution Healthcare’s
facilities in New Zealand
OCTOBER 2021
10
|
VITAL HEALTHCARE PROPERTY TRUST

• Appointment of Angela Bull as an additional Independent Director
• Acquisition of 68 Saint Asaph St, Christchurch for $50.7m
• Acquisition of Kawarau Park Health Precinct, Queenstown for
~$95m (settled July 2022)
• Acquisition and expansion of Endoscopy Auckland announced
for $43.8m (acquisition cost plus estimated development spend)
• Announcement of expansion of Ormiston Hospital, Auckland
for ~$40m (includes land already owned by Vital)
APRIL 2022
• 2.4375cpu distribution paid
• Practical completion of
A$97m Epworth Eastern
East Wing Tower
• A$39.3m Playford Health
Hub Stage 2 commenced with
demolition of existing building
• A$350 debt refinance
completed, increasing facility
limits by A$150m and weighted
average term to maturity by
1.1 years to 4.4 years
• $200m in new equity raised
through an entitlement
offer at $2.95 per unit
• Acquisition of a vacant aged
care facility in Mt Eliza, Victoria
for ~$A12m to be re-purposed
as a private hospital
• Ormiston Hospital ~$40m
expansion commenced
• 2.4375cpu distribution paid
• Retirement of Andrew Evans
as an Independent Director
after 15 years on the board
• Acquisition of 80 Ascot
Ave, Remuera for $16m
• Agreement to undertake a
~A$98m development of a new
private hospital and ambulatory
care facility in Hobart, Tasmania
MARCH 2022
2022
MAY 2022JUNE 2022
• Acquisition of land for expansion of The Hills
Clinic in Sydney for ~A$50.0m (includes
land cost and estimated construction costs)
• Announcement of acquisition of multi-stage
development site in south-west Sydney for
A$76.6m (includes acquisition costs, Stage
1 construction costs and tenant incentive)
• Upgrade to annualised AFFO and distribution
guidance to at least 11.9cpu and 9.75cpu
FEBRUARY 2022
ANNUAL REPORT
|
11

Short, medium and
longer term progression
1
Portfolio enhanced through acquisitions, development and disposals to:
(1) increase diversity of assets and tenants, (2) reduce age of building and
(3) maintain long WALE. This helps to reduce income risk for Vital’s Unit Holders.
Portfolio enhancements support target of growing
AFFO and distributions by 2–3% per unit per annum.
1
All figures are as 30 June at the end of the financial year listed other than Net Property Income, AFFO and Distributions which are for the financial year.
2
Average building age = the later of the date of construction or the last significant capital works
3
Includes $214.9m of committed development spend remaining and ~$1.8bn of developments being considered. Development timing and therefore spend expected to be over
a staged and lengthy period (at least 10 years)
489%
growth (FY12-FY22)
Maintenance of
market leading WALE
Younger buildings
reduce maintenance
capex requirements
156%
increase (FY12 - FY22)
Enhance earnings
and valuation growth
and support portfolio
development
Concentration
risk reduced
Diversity of assets reduces
risk and enhances earnings
F Y 12F Y 19FY22
Total property
value
~$0.57bn
(AUS: 71%, NZ: 29%)
~$1.93bn
(AUS: 76%, NZ: 24%)
$3.34bn
(AUS: 72%, NZ: 28%)
WALE11.9 years18.1 years17.6 years
Average
Building Age
2
Data not availabile13.5 years11.1 years
Net Property
Income (annual)
$48m$98m$123m
Development
pipeline
~$60m$279m$2.1bn
3
Largest single
tenant exposure
40%49%19 %
Sector split
Hospital: 88%
Ambulatory care: 12%
Aged care 0%
Hospital: 83%
Ambulatory care: 14%
Aged care 3%
Hospital: 80%
Ambulatory care: 16%
Aged care 4%
Weighted average
cap rate
9.30%5.61%4.58%
Reduction demonstrates: (1)
quality of assets and tenants;
and (2) value added by leasing
and development undertaken
12
|
VITAL HEALTHCARE PROPERTY TRUST

Balance sheet strengthened during FY22 through raising $379m
of new equity and extending debt whilst supporting portfolio
growth as a means to grow AFFO and distributions.
4
Net Distributable Income per unit (AFFO not reported)
Significantly
expanded
No debt expiring until
October 2023
49%
growth (FY12-FY22)
25%
growth (FY12-FY22)
241%
growth (FY12-FY22)
F Y 12F Y 19FY22
Balance sheet
gearing
42.3%35.3%30.0%
Average debt
maturity
3.8 years2.2 years3.9 years
NTA per unit
$0.98$2.31$3.34
AFFO per unit (cpu)
8.0c
4
9.9c11 . 9 2 c
Distributions
per unit (cpu)
7.7c8.75c9.625c
ANNUAL REPORT
|
13

Manager’s report
Vital recorded growth in earnings, distributions
to Unit Holders and assets during FY22 as
NorthWest’s management continued to
demonstrably benefit Unit Holders.
14
|
VITAL HEALTHCARE PROPERTY TRUST

Tēnā koutou,
NorthWest Healthcare Properties Management
Limited (NorthWest), the Manager of Vital Healthcare
Property Trust (Vital), is pleased to report Vital’s
results for the year ended 30 June 2022 (FY22).
Despite a more uncertain economic
environment and rising debt costs, NorthWest
has continued to deliver earnings and
distribution growth for Vital's Unit Holders
whilst also continuing to enhance the property
portfolio and embed sustainability into all
parts of NorthWest and Vital.
FY22 highlights included:
• 3.3% increase in AFFO per unit from 11.54
cents per unit (cpu) to 11.92 cpu.
• 8.5% increase in distributions per unit from 8.88 cpu to
9.625 cpu on a prudent 81% AFFO pay-out ratio.
• 15.3% increase in net tangible assets (NTA)
per unit from $2.89 to $3.34.
• $287m of property acquisitions (before costs)
and $15m of disposals undertaken.
• $100m of capital expenditure undertaken comprising $86m
for developments, ~$12m for value-add works and ~$2m
for maintenance and tenant incentive related works.
• Commencement of $240m of new developments
including Ormiston Hospital expansion in Auckland
and Stage 2 of both Wakefield Hospital in Wellington
and Playford Health Hub in Adelaide.
• Replenishment of potential development pipeline to provide
future earnings and valuation upside for Unit Holders.
• Release of inaugural Sustainability Reports for both
Vital and NorthWest as well as participation in both
the Carbon Disclosure Project (CDP) and the Global
Real Estate Sustainability Benchmark (GRESB). Results
are due to be publicly released later in 2022.
• $379m (before costs) of equity raised primarily via a
$143m placement and UPP in late 2021 and a $200m
entitlement offer in early 2022. Equity was raised to
support the acquisitions and developments referred to
above and to keep balance sheet gearing below 35%.
• Appointment of Angela Bull as an Independent
Director, replacing long-term director Andrew Evans,
completing a two-year process of Board renewal.
ANNUAL REPORT
|
15

Our commitment to sustainability
During FY22, Vital released its first Sustainability Report
(part of its Annual Report released in August 2021) and
NorthWest released its first Sustainability Report (available
here). These reports, which include measurable targets,
demonstrate our commitment to sustainability and are
considered the first key steps in our sustainability journey.
FY22 sustainability highlights include:
• Establishment of global and regional sustainability teams
and governance structures in NorthWest including
the appointment of three dedicated sustainability
resources in Australia and New Zealand to champion
sustainability initiatives in this region including for Vital:
• Clare Solomon – Vice President
Sustainability and Development.
• Tony Gill – National Engineering and Operations Manager.
•Liz Ingram – Sustainability Associate.
• Commitment by NorthWest covering all of its
operations and platforms including Vital to achieve
net zero emissions by 2050. We are now focused on
establishing baseline emissions with a view to establishing
science-based interim 2030 reduction targets.
• Materiality workshops and stakeholder engagement
meetings held with key Vital Unit Holders,
employees, debt providers and tenants.
• Alignment of NorthWest and Vital’s commitments and
targets with United Nations Sustainability Goals and the
Global Real Estate Sustainability Benchmark (GRESB).
• Establishment of ESG working groups with key
tenants including Epworth Healthcare in Australia
and Evolution Healthcare in New Zealand.
• Participation in both GRESB and the Carbon Disclosure
Project (CDP) with results released later in 2022.
Please refer to pages 44-75 of this Annual Report
for Vital’s detailed Sustainability Report.
We will build on these achievements as well
as our targets and goals over time.
Portfolio overview
Vital’s ~$3.3 billion property portfolio remains high
quality, high acuity with a long WALE and limited
upcoming expiries (on average 1.7% of the portfolio's
rent expires per annum over the next 10 years).
Vital’s weighted average lease expiry (WALE) was 17.6 years
at 30 June 2022 compared to 18.7 years at 30 June 2021.
The average building age has been maintained at a
young 11.1 years consistent with the Manager's strategy to
maintain or lower this key metric as a means of maintaining
relatively low capital expenditure and ensure Vital's
assets continue to meet tenant / patient demand.
Net property income
Net property income increased by 12.8% from FY21 (excluding
foreign exchange impacts), reflecting contributions from the
structured rent reviews within the portfolio, developments and
acquisitions. After adjusting for foreign exchange, net property
income increased by12.2%.
~80% of Vital's rent is linked to CPI. 77% of this having a weighted
average annual limit of ~3.7% with the balance being uncapped.
This structure provides Vital's Unit Holders with some protection in
periods of elevated inflation.
Like-for-like net property income increased by 2.8% over FY22
on a same currency basis.
Acquisitions
Further details of the $287m
1
of acquisitions during FY22 plus
other acquisitions to the date of this report are included on
pages 36-43 of this report.
Divestments
$15m of divestments undertaken at a premium to previous
book value due to the disposal of surplus development land.
Developments
In addition to asset enhancing and maintenance capital
expenditure, Vital had ~$293m of development projects underway
in New Zealand and Australia with ~$215m remaining to spend.
In addition, $169m of fund-through
2
developments have been
committed to.
Further details of specific developments are
available on pages 32-35 of this report.
Financial results
Cash from operations available to Unit Holders, measured by
AFFO, increased 18.0% to $67.8m. AFFO per unit was 11.92c;
a 3.3% increase from FY21.
Expenses were $66.2m, 13.0% higher than FY21
notwithstanding a 27.7% increase in assets.
Vital’s NTA per unit increased by 15.3% to $3.34 primarily due to
$244.2m of property revaluation gains. These revaluation gains
included ~$10m in development margins and ~$100m due to
rental increases and leasing.
Capital management
During the year Vital’s debt facilities were increased by ~A$215m
along with a renegotiation of facilities expiring early in FY23.
The next debt facility expiries now occur late 2023. Vital has a
weighted average debt maturity at 30 June 2022 of 3.9 years,
and management continues to investigate measures to extend
Vital's debt tenor. Vital’s all-in weighted average cost of debt
at 30 June 2022 was 3.73% (30 June 2020: 3.32%) now
beginning to reflect a challenging cost of debt environment.
$379m (before costs) of equity was raised primarily
via a $142.8m placement and UPP in late 2021 and a
$200m entitlement offer in early 2022. Equity was raised
to support the acquisitions and developments referred to
above and to keep balance sheet gearing below 35%.
The debt to total assets ratio was 30.0% at 30 June 2022
2
Developments where Vital is funding through the development
rather than acting as developer.
1
Excluding acquisition costs
16
|
VITAL HEALTHCARE PROPERTY TRUST

18.0%
INCREASE IN AFFO
(CASH IN EARNINGS)
15.3%
INCREASE IN NTA
PER UNIT
12.8%
INCREASE IN NET
PROPERTY INCOME
3.3%
INCREASE IN AFFO
PER UNIT
ANNUAL REPORT
|
17

support and non-discretionary spending. As noted
above, we have added to Vital's development
capacity through strategic acquisitions.
Our plan for the short
to medium term is:
• Renew Vital’s 5-year portfolio strategy noting
that we have achieved many of the targets
of the previous strategy ahead of time and
to reflect changed market conditions.
• The above strategy will help us continue to grow
earnings and distributions for Unit Holders whilst
maintaining a prudent pay-out ratio of ~80%.
• Focus on the current and potential development
pipeline in New Zealand and Australia to
provide new and upgraded health facilities
for communities across our region.
• Maintain Vital’s debt maturity profile and
consider further diversifying sources of debt
to support returns for Vital's Unit Holders.
• Continue to enhance and upgrade our
sustainability programme, as part of
NorthWest’s wider programme, to play
our part in protecting and enhancing the
environment, the communities in which we
operate and the stakeholders we serve.
Nā māua noa, nā
(30 June 2021: 35.0%). Vital currently has
approximately A$302m of headroom under its
debt facilities and considers that enough headroom
is available to facilitate the development
pipeline reported in this Annual Report.
Board renewal
In April 2022, Angela Bull was appointed as
an Independent Director and member of the
Audit Committee to replace Andrew Evans who
retired from these roles on 30 June 2022.
Angela is currently Chief Executive of Tramco Group,
a New Zealand owned property investment company
which specialises in large scale land holdings,
notably the Viaduct Harbour precinct in Auckland and
Wairakei Estate in the Waikato. She holds a Bachelor
of Laws and a Bachelor of Arts (Political Science)
and practised property and environmental law prior
to her executive career. Angela held a number of
senior positions over a 10-year period with Foodstuffs,
most recently being General Manager Property
Development for Foodstuffs North Island. Angela is an
independent director of the Real Estate Institute of New
Zealand, realestate.co.nz, Foodstuffs South Island Ltd
and Foodstuffs NZ Ltd. She is located in Auckland,
New Zealand.
Andrew had been on the Board of
Vital’s manager since 2007.
The replacement of Andrew with Angela maintains
key existing attributes of the Board including majority
independent directors, geographic balance (two
directors in each of New Zealand and Australia and
one director in Canada) and an appropriate skills mix.
FY23 guidance
1

TThe Board and management are pleased to
provide FY23 distribution guidance of 9.75 cpu
(payable quarterly); 1.3% above FY22 whilst
maintaining a prudent ~80% payout ratio.
Outlook
Despite recent heightened market volatility,
healthcare property remains a defensive asset
class, underpinned by a high level of government
Graham Stuart
Independent Chair
11 August 2022
NorthWest Healthcare Properties Management Limited, the Manager of Vital Healthcare Property Trust
Aaron Hockly
Fund Manager
As Australasia’s leading listed
owner of high quality, high acuity
healthcare real estate, supported
by NorthWest’s unmatched
development and management
expertise, Vital remains well
positioned to take advantage
of opportunities in this sector.
1
Refer to disclaimer on back page of this report for limitations to this guidance.
18
|
VITAL HEALTHCARE PROPERTY TRUST

Financial summary
Portfolio metrics
All figures are in New Zealand dollars (NZD) unless otherwise stated
All figures are in New Zealand dollars (NZD) unless otherwise stated
1
AFFO for FY18 has been restated to include the notional impact of the 1 July 2018 introduction of attributed FIF tax rule changes
1
Excludes properties held for development
2
Additions include Tennyson Centre, Playford Health Hub - Retail and Carpark, 120 Thames Street, Hutt Valley Health
Hub, 68 Saint Asaph St, Endoscopy Auckland, and disposal of Gold Coast Surgery Centre. Excludes post 30 June 2022
acquisition of Kawarua Park Health Precinct, Queenstown
2 018
$000s
2 019
$000s
2020
$000s
2021
$000s
2022
$000s
Financial Performance
Net property income90,65997,683100,147109,66312 3 , 018
Revaluation gain/(loss) on investment properties85,461103,55645,703235,383244,239
AFFO and distributions
Adjusted Funds From Operations (AFFO)
1
47,07443,89747,21157,457 6 7, 8 2 4
AFFO (cpu)10.84 9.90 10.4511 . 5 411 . 9 2
Cash distribution to Unit Holders (cpu)8.508 . 758 . 758.889.63
Financial Position
Total assets1,786,8281,9 31, 5432,105,2182,662,5603,399,834
Borrowings6 7 0 ,12 4734,211813 , 515929,3001,018,777
Total equity9 8 7, 9 7 61,029,7451, 078 ,9791,503,4512,165,876
Debt to total assets ratio (%)38.735.338.735.030.0
Net tangible assets ($ per unit)2.262.312.382.893.34
2 0182 019202020212022
Investment properties ($m)1, 7311,8362,086 2,6343,339
Number of investment properties
1
4242444146
2
Occupancy (%)99.399.499.499.298.8
Weighted average lease term to expiry (years)18.218 .118 .118 . 717. 6
12 month lease expiry (% of income)1.81. 71.41. 71. 7
ANNUAL REPORT
|
19

Asset allocation
Vital invests in health ecosystems in New Zealand and Australia. Our
precinct strategy will help create new opportunities for Vital to build out
assets in health-related precincts where public, private, education, aged
care and research uses are closely agglomerated and interrelated.
TARGET PORTFOLIO WEIGHTINGS
1
Healthcare precinct = area or hub for healthcare delivery typically including at least two of a public hospital, major private hospital, health teaching facility or health research facility
2
The initial focus for this sub-sector will be New Zealand. Hospitals and aged care are the priority for Vital's growth in Australia at least in the near-term
Comprises
Public, private, speciality, rehabilitation
and mental health hospitals
Comprises
Administration, diagnostic services and specialist
consulting, primary care out-patient facilities
Targeting
Government supported or high private health
insurance catchments with growing populations
Targeting
Facilities located in a healthcare precinct
1
and/
or from where healthcare is delivered
HOSPITALSOUT-PATIENT/AMBULATORY CARE
Target portfolio weighting
50 - 70%
(30 June 2022: 80%)
Target portfolio weighting
10 - 20%
(30 June 2022: 16%)
20
|
VITAL HEALTHCARE PROPERTY TRUST

Comprises
Residential aged care facilities
(excluding retirement facilities)
Comprises
Biotechnology, pharmaceutical, biomedical, university,
health education and other research facilities
Targeting
High quality operators with substantial balance sheets
and <45% rent/EBITDAR and high-quality infrastructure
Targeting
Specialised facilities and/or facilities
located in a healthcare precinct
1
AGED CARELIFE SCIENCES/RESEARCH
Target portfolio weighting
10 - 20%
(30 June 2022: 4%)
Target portfolio weighting
5 - 15%
(30 June 2022: 0%)
2
Investments are targeted to provide earnings growth
from a diversified and defensive asset base.
ANNUAL REPORT
|
21

Australian portfolio
overview
• Abbotsford Private Hospital
• Hamersley Aged Care
• Marian Centre
• Rockingham Aged Care
• Sportsmed Hospital, Clinic
and Consulting
• Tennyson Centre
• Playford Health Hub
• 120 Thames Street
• Ekera Medical Centre
• Epworth Camberwell
• Epworth Eastern Hospital
• Epworth Rehabilitation
• South Eastern Private Hospital
WESTERN
AUSTRALIA
SOUTH
AUSTRALIA
NEW SOUTH
WALES
VICTORIA
QUEENSLAND
WESTERN AUSTRALIASOUTH AUSTRALIAVICTORIA
4
3
6
6
12
~$2.4bn
31
1
PROPERTIES (AUS)
1
Income Producing Property (excludes strategic assets)
22
|
VITAL HEALTHCARE PROPERTY TRUST

PRIVATE HOSPITALS
AMBULATORY CARE
AGED CARE
• 17 hospitals (acute and specialty –
mental health, rehabilitation)
• 4 hospital operators
• 80% of AUS portfolio value; 79% of AUS rent
• WALE: 19.1 years
• Baycrest Aged Care
• Belmont Private Hospital
• Eden Rehabilitation
• Palm Beach Currumbin Clinic
• Tantula Rise Aged Care
• The Southport Private Hospital
• Clover Lea Aged Care
• Darlington Aged Care
• Fairfield Aged Care
• Grafton Aged Care
• Hirondelle Private Hospital
• Hurstville Private Hospital
• Lingard Day Centre
• Lingard Private Hospital
• Maitland Private Hospital
• Mons Road Medical Centre
• The Hills Clinic
• Toronto Private Hospital
• 6 assets, multiple tenants
• 14% of AUS portfolio value; 12% of AUS rent
• WALE: 7.0 years
•8 facilities
•2 operators
• 6% of AUS portfolio value; 9% of AUS rent
•WALE: 14.0 years
QUEENSLAND
NEW SOUTH WALES
ANNUAL REPORT
|
23

New Zealand portfolio
overview
1
• Apollo Health and Wellness Centre
• Ascot Carpark (Right of Use)
• Ascot Central
• Ascot Hospital
• Boulott Hospital
• Bowen Hospital
• Endoscopy Auckland
• Grace Hospital
• Hutt Valley Health Hub
• Kensington Hospital
• Napier Health Centre
• Ormiston Hospital
• Royston Hospital
• Wakefield Hospital
NORTH ISLAND
14
2
1
Number of properties include Kawarau Park Health Precinct, Queenstown, but excludes strategic assets. All other figures exclude Kawarau Park Health Precinct, Queenstown.
~$0.9bn
16 PROPERTIES (NZ)
24
|
VITAL HEALTHCARE PROPERTY TRUST

PRIVATE HOSPITALS
AMBULATORY CARE
•9 hospitals (all acute)
•6 hospital operators
• 75% of NZ portfolio value; 75% of NZ rent
•WALE: 21.6 years
• 6 assets, multiple tenants
• 25% of NZ portfolio value; 25% of NZ rent
• WALE: 9.9 years
• Kawarau Park Health Precinct
• 68 Saint Asaph St
SOUTH ISLAND
ANNUAL REPORT
|
25

5 largest assets and
asset groupings
Valued at $1.32bn and representing 40% of Vital’s total portfolio, the
five largest assets or asset groupings (i.e. adjoining assets or assets which
form part of the same healthcare precinct) span Melbourne, Newcastle,
Auckland, Brisbane and Wellington and a diverse range of tenants.
They represent a core part of Vital’s value and earnings. Development
has recently occurred or is planned to occur at each of these sites.
It is anticipated that this list will evolve over time primarily through
developments. Notably Vital’s recent acquisition in Campbelltown,
Sydney is expected to end up being one of Vital’s largest assets through
the delivery of a multi-staged development over several years.
26
|
VITAL HEALTHCARE PROPERTY TRUST

Comprising three income producing assets plus 5,500 square
metres of development land, this is Vital’s largest asset concentration
and forms part of the Box Hill Health and Education Precinct which
includes Box Hill Public Hospital and Box Hill (tertiary training)
Institute approximately 14 kilometres from Melbourne’s CBD.
These assets have been acquired, developed and improved
over time reflecting Vital’s two decade relationship
with Epworth (Victoria’s largest private healthcare
operator and Vital’s third largest tenant by income).
The largest of the three income producing assets, Epworth
Eastern Hospital, is valued at A$406m comprising 286
inpatient beds, 14 operating theatres, three endoscopy
suites and six floors of specialist medical consulting including
radiotherapy, medical imaging and pathology. A 14 storey
redevelopment of this hospital was completed in early 2022.
The development land at 17-23 Nelson Road is expected
to have a value if fully developed in excess of A$350m.
Epworth Eastern Precinct, Melbourne, VIC
A$482m
VALUE
ASSETS
Epworth Eastern Hospital, 17-23
Nelson Rd (development land), Ekera
Medical Centre & 120 Thames St
PATIENT BEDSLAND AREA
NLA
270~15,000sqm
~35,000sqm
PROXIMITY TO
PUBLIC HOSPITAL
% OF VITAL'S
PORTFOLIO
YEAR ACQUIRED
BY VITAL
150m
16.0%1999
ANNUAL REPORT
|
27

Comprising two income producing assets, this is Vital’s second
largest asset concentration and is fully leased to Healthe Care
Surgical (Vital’s second largest tenant by income). The assets are
~4 kilometres from Newcastle’s CBD.
Lingard Private Hospital is a 123-bed
acute medical and surgical hospital
which has recently been expanded and
redeveloped and is valued at A$203m.
Due to demand at the hospital, a new
day surgery unit was completed in mid-
2020 including four day theatres and two
endoscopy suites which is valued at A$43m.
Lingard Private Hospital Precinct, Newcastle, NSW
A$256m
VALUE
ASSETS
Lingard Private Hospital, Lingard
Day Centre and 27 Hopkins
Street (development land)
LAND AREANLA
~15,000sqm14 0
11,500sqm
PROXIMITY TO
PUBLIC HOSPITAL
% OF VITAL'S
PORTFOLIO
YEAR ACQUIRED
BY VITAL
3.6km
8.5%
2 010
PATIENT BEDS
28
|
VITAL HEALTHCARE PROPERTY TRUST

Ascot Hospital was developed in 1999 and was Vital’s first significant
hospital development. Over the last 23 years, Vital has developed
the adjoining Ascot Central (specialist centre) and recently acquired
3,415 square metres of land with a view to further expanding one
of New Zealand’s leading health precincts.
Ascot Hospital has 12 operating theatres,
88 inpatient beds and is valued at $140.5m.
It is operated by Mercy Ascot, New Zealand’s
second largest private hospital operator.
Ascot Central is valued at $44.8m and has
a range of medical and ancillary tenants
including Fertility Associates, New Zealand’s
leading provider of fertility services.
Ascot Hospital Precinct, Auckland, NZ
$209m
VALUE
ASSETS
Ascot Hospital, Ascot Central,
80 Ascot Ave (development
land) & Ascot Carpark
LAND AREANLA
~40,000sqm
88
~16,000sqm
PROXIMITY TO
PUBLIC HOSPITAL
% OF VITAL'S
PORTFOLIO
YEAR ACQUIRED
BY VITAL
5.6km
6.3%
1999
PATIENT BEDS
ANNUAL REPORT
|
29

Belmont Private Hospital is a 150-bed general mental health hospital
approximately 12 kilometres from Brisbane’s CBD. It is the largest mental
health hospital in Queensland and offers a range of specialist acute
mental health services catering for both inpatient and day patients.
The facility is currently under development to add an additional
35 beds, 13 consulting suites and 70 car parks. This $23m
development is expected to be complete in late-2022.
Belmont Private Hospital, Brisbane, QLD
A$146m
VALUEASSETS
Belmont Private
Hospital
LAND AREANLA
~43,000sqm
~8,700sqm
PROXIMITY TO
PUBLIC HOSPITAL
% OF VITAL'S
PORTFOLIO
YEAR ACQUIRED
BY VITAL
11.0km4.8%2 010
15 0
PATIENT BEDS
30
|
VITAL HEALTHCARE PROPERTY TRUST

Wakefield Hospital is the largest private hospital in the Wellington
region, located on a 2.2 hectare site, 5 kilometres south of
Wellington’s CBD and 850 metres from Wellington Regional Hospital.
Vital has committed to a full redevelopment of this
facility to provide a seismically resilient, modern
and functional facility including eight operating
theatres, 47 beds, a 3,000sqm medical consulting
building and over 260 carparks. The combined
value of the development works is approximately
$134m with Vital’s commitment at $112.8m and
the balance funded by Evolution Healthcare, New
Zealand’s third largest private hospital operator.
The first stage of this project involving the construction
of a new building housing medical specialist consulting
space, a full radiology unit, and new administration
and front of house area was completed in mid-2021.
Stage 2 is underway and is expected
to be completed in late 2024.
Wakefield Hospital, Wellington, NZ
$130m
VALUEASSETS
Wakefield
Hospital
LAND AREA
NLA
~20,000sqm
14,500sqm
PROXIMITY TO
PUBLIC HOSPITAL
% OF VITAL'S
PORTFOLIO
YEAR ACQUIRED
BY VITAL
850m
3.9%2 017
68
PATIENT BEDS
ANNUAL REPORT
|
31

Developments
Vital has 10 committed developments underway
at a total projected cost of $293m with $215m
remaining to spend. In addition, Vital has $169m
of fund-through developments underway and a
potential development pipeline of $1.8bn.
~ $2.1bn
COMMITTED AND POTENTIAL
DEVELOPMENT PIPELINE
1
During FY22 $86m was spent on developments including completion of Vital’s
largest single development Epworth Eastern. $148m was also converted from
potential developments into committed developments.
All values shown in $m
ABBOTSFORD PRIVATE HOSPITAL
PERTH
PLAYFORD HEALTH HUB STAGE 2
ADELAIDE
BELMONT PRIVATE HOSPITAL
BRISBANE
Development cost
A$18.6
Spend to date
A$14.0
Cost to complete
A$4.6
Forecast Net Return
6.1%
Forecast completion date
Late-22
Development cost
A$39.3
Spend to date
A$5.3
Cost to complete
A$34.0
Forecast Net Return
7.3%
Forecast completion date
Early-24
Development cost
A$22.6
Spend to date
A$10.4
Cost to complete
A$12.2
Forecast Net Return
5.8%
Forecast completion date
Late-22
2
Stabilised yield based on Genesis Care rent in Yr3
1
Excluding fund-through developments
Committed and fund-through developments
32
|
VITAL HEALTHCARE PROPERTY TRUST

In addition, $169m of the fund-through developments have been committed to
4
BOWEN HOSPITAL OT5
WELLINGTON
ORMISTON HOSPITAL STAGE 1
AUCKLAND
CAMPBELLTOWN STAGE 1
SYDNEY
TASMAN MEDICAL CENTRE
HOBART
ENDOSCOPY AUCKLAND
AUCKLAND
GRACE HOSPITAL STAGE 1
TAURANGA
BOULCOTT HOSPITAL
WELLINGTON
ROYSTON HOSPITAL STAGE 2
HASTINGS
Development cost
NZ$6.3
Spend to date
NZ$3.0
Cost to complete
NZ$3.3
Forecast Net Return
5.3%
Forecast completion date
Late-22
Development cost
NZ$37.9
Spend to date
NZ$5.1
Cost to complete
NZ$32.8
Forecast Net Return
5 .1 %
Forecast completion date
Mid-24
Development cost
A$54.4
Spend to date
A$6.1
Cost to complete
A$48.3
Forecast Net Return
4.3%
2
Forecast completion date
Early-24
Development cost
A$98.6
Spend to date
A$9.5
Cost to complete
A$89.1
Forecast Net Return
~4.5%
Forecast completion date
Late-24
WAKEFIELD HOSPITAL STAGE 2
WELLINGTON
Development cost
NZ$91.5
Spend to date
NZ$29.1
Cost to complete
NZ$62.4
Forecast Net Return
5.6%
Forecast completion date
Late-24
Development cost
NZ$22.6
Spend to date
NZ$0.3
Cost to complete
NZ$22.3
Forecast Net Return
5 .1 %
Forecast completion date
Late-23
Development cost
NZ$31.7
Spend to date
NZ$5.5
Cost to complete
NZ$26.2
Forecast Net Return
5.3%
Forecast completion date
Late-23
Development cost
NZ$7.7
Spend to date
NZ$0.0
Cost to complete
NZ$7.7
Forecast Net Return
6.2%
Forecast completion date
TBC
3
Development cost
NZ$6.3
Spend to date
NZ$2.4
Cost to complete
NZ$3.9
Forecast Net Return
5.3%
Forecast completion date
Late-22
3
Subject to receipt of final business case
4
Developments where Vital is funding through the development rather than acting as developer
ANNUAL REPORT
|
33

New and proposed developments
1
Stage 1 Medical Office Building Development Application
lodged in April 2022 and Stage 2 Mental Health
Development Application lodged in June 2022.
Early works have commenced on site at Ormiston
Hospital with Savory Construction to form on
grade carpark and associated infrastructure.
Trade pricing for main contract underway
with Savory engaged on an ECI basis.
The Ormiston Hospital
development's main contractor,
Savoury Construction has
registered the site with the
MATES in Construction
programme which aims to shape
and strengthen connections
on building sites and across
the construction industry to
raise awareness and support
those at risk of suicide.
By encouraging positive wellbeing
and supportive conversations
through on-site training, MATES field
officers who are trained in suicide
intervention, facilitate connections
for those at risk of suicide with the
appropriate professional support.
Development Application lodged in July 2022.
Detailed design phase commenced with procurement
strategy to be determined in late-2022.
Coomera
BRISBANE, QLD
Woolloongabba
SOUTH BRISBANE, QLD
Ormiston
AUCKLAND, NZ
Work is underway to convert ~$196m of strategic land holdings into
income producing properties (including the below).
1
All photos are artist's impressions
34
|
VITAL HEALTHCARE PROPERTY TRUST

Epworth Eastern
MELBOURNE, VIC
Having identified the opportunity within
the Box Hill Health and Education
Precinct to co-locate a public and
private hospital, Epworth Eastern Private
Hospital was constructed in 2005,
consisting of 208 beds, eight operating
theatres, associated radiology,
pathology and consulting suites.
Subsequent expansion of the Epworth Eastern
tower was announced in 2018 responding
to the precinct’s growth requirements.
The Epworth Eastern tower project consists of
14-storey building including five operating
theatres and 63 beds. Construction
was successfully completed throughout
COVID-19 lockdowns with practical
completion reached in March 2022.
The project had a total cost of A$97 million
bringing the total value of the Epworth
Eastern campus to over A$400 million.
Epworth have taken a head lease over all floors
to level 10 with the remaining levels 11-14 to be
leased to individual consulting surgeons.
Further investment and growth opportunities
have been recognised and provisioned
for via the acquisition of an adjacent land
total cost
A$97m
WALE
20.5 years
fully let blended yield
~5.8%
Grace Hospital
TAURANGA, NZ
In late 2020 Vital announced that
it had acquired Grace Hospital.
As part of the acquisition Vital and the
hospital operator (a joint venture between
Evolution Healthcare and Southern Cross
Healthcare) have been undertaking design
and planning to extend the existing facility.
Vital committed to funding masterplanned
works at Grace Hospital over five years from
settlement of the transaction. Stage 1 of the
masterplan works was to complete the fit
out of two cold shell theatres, taking the total
number of operational theatres to 11 and to
improve admission areas and patient flows.
This initial stage has been completed and
will officially open in mid July 2022.
Detailed planning and design for further stages
of Grace Hospital's expansion continue.
The project is forecast to increase the
value of the site by over 25%.
expected completion
Late 2023
project value
$31.7m
yield
5.3%
spend to date
$5.5m
Development case studies
parcel with potential for a 40,000sqm
mixed use development. Master
planning for this site has commenced.
completion
March 2022
ANNUAL REPORT
|
35

Acquisitions
During FY22, Vital acquired five income
producing healthcare properties in
Adelaide, Auckland, Christchurch,
Queenstown and Wellington; all with
significant development potential.
Vital has also acquired development sites in
Melbourne, Auckland, Hobart , and two in Sydney.
1
Includes post 30 June 2022 acquisition of Kawarau Park Health Precinct, Queenstown and excludes transaction costs
~$382m
1
OF ACQUISITIONS
UNDERTAKEN
36
|
VITAL HEALTHCARE PROPERTY TRUST

Kawarau Park Health Precinct
QUEENSTOWN, NZ
WALE underpinned by
hospital lease of 12 years
8.7 years
of leases (by income)
increase by the greater of
market and CPI (uncapped)
~40%
fully let blended yield
~4.5%
1
purchase price
$95m
Arvida Retirement and
Aged Care Facility
(under construction)
Queenstown
Airport
Childcare
Retail 2
Retail 1
Medical Centre

/ Pharmacy
Southern Cross
Hospital
Radiology
Centre of Medical
Excellence
Arvida Group
Country Club
Buildings to be on separate
titles which supports a higher
valuation than if combined
Kawarau Park Health Precinct
Tenants
A newly developed health precinct comprising six tenanted buildings
including Queenstown's only private hospital operated in a joint
venture between Southern Cross Healthcare and Central Lakes Trust.
The hospital includes three operating theatres and 13 inpatient rooms.
Other tenants include nationwide providers such as NZX-listed
Green Cross Health and Pacific Radiology (subsidiary of NZX-listed
Infratil), along with several surgical consulting rooms, childcare
and supporting retail and commercial uses.
Favourable demographics
The hospital is the only private hospital in Queenstown
and Central Otago and the precinct benefits from
Queenstown's favourable demographics.
Development potential
The precinct is situated on over 2.3ha of land and has additional
development potential of at least 2,000sqm of land.
1
Excludes development land of ~$4m
ANNUAL REPORT
|
37

Vital has acquired a 27.6 hectare
site in Campbelltown. The site is
well positioned within the rapidly
growing south-west Sydney
growth corridor and down the
road from the newly redeveloped
Campbelltown Public Hospital.
Campbelltown Health Precinct
will be delivered in stages.
Stage 1
A fund-through development with
GenesisCare to construct a state-
of-the-art Comprehensive Cancer
Centre (CCC) and wellness centre.
Construction for Stage 1 will
commence next week with
completion forecast for Q2 2024.
Stage 2 and 3
The remaining ~2-3 hectares offers a
valuable long term staged precinct
opportunity. Masterplanning for
the precinct is underway and
commercial discussions to anchor
Stage 2 are progressing.
The precinct will deliver a range of
services including mental health, day
surgery and other services such as
specialist consult suites, pharmacy,
psychology and allied services. It is
anticipated that a State Significant
Development Application (SSDA) will
be lodged for Stage 2 in 2023.
New healthcare precinct to be developed
CAMPBELLTOWN, NSW
Camden Rd
Hurley St
Cancer Cancer
CentreCentre
Mental Mental
HealthHealth
Health Health
FacilityFacility
Last large land holding
available in Campbelltown for
healthcare precinct development
38
|
VITAL HEALTHCARE PROPERTY TRUST

Artist’s Impression
Central
Health precinct
Located in the heart of Campbelltown,
~20kms south-west of Liverpool
Close to or in the broader health
precinct that includes Campbelltown
Hospital and Western Sydney
University Medical School
40,000sqm
of potential gross floor area
Up to
ANNUAL REPORT
|
39

Logan Hospital is undergoing a
$540 million expansion to deliver
688 beds by late 2022.
Vital have acquired 17 residential lots in
Meadowbrook co-located with Logan Hospital.
A DA was lodged in March 2022 for 18,347 square
meters of GFA for both public and private health
services to support the growing catchment.
In late June, Vital acquired 3,415 square
metres of vacant land adjoining Ascot
Hospital in Remuera, Auckland for $16m.
Work is underway to expand Vital’s footprint
comprising two existing buildings plus a car
park in this leading healthcare precinct.
Meadowbrook
80 Ascot Ave
QUEENSLAND
AUCKLAND, NZ
The public health services offered include general medical
and a broad range of surgical services including obstetrics,
paediatrics and psychiatry. The hospital is located in
South Brisbane and services a population of >340,000
within one of Queensland’s fastest growing areas.
40
|
VITAL HEALTHCARE PROPERTY TRUST

In July 2022, Vital agreed terms with Nexus
Hospitals to fund-through the development of a new,
purpose-built 8,747 square metre day hospital and
ambulatory care facility in Hobart, Tasmania.
The facility will be known as “Tasman Medical Centre”. Total
costs are expected to be ~A$98m including A$9.5m of land
which Vital acquired in early July 2022. Construction is expected
to complete by the end of 2024. Vital will receive a ~4.5 yield
both during construction and from practical completion.
New development fund-through planned;
Vital’s first asset in Hobart and its only exposure
to Tasmania. The WALE is expected to be 13.3
years from practical completion with annual
rent reviews a mixture of CPI (collar of 2.5%
and cap of 5%) and fixed rent reviews.
In May 2022, Vital acquired a former 60-bed aged
care facility ~7 kilometres from Frankston for ~A$12m.
A process is underway to redevelop this facility.
Tasman Medical Centre
Mt Eliza
HOBART, TAS
MORNINGTON PENINSULA, VIC
Tasman Medical Centre is 100% pre-leased from practical
completion to a mixture of Nexus (60% of rent) and a mix
of healthcare and ancillary tenants. The WALE is expected
to be 13.3 years from practical completion with annual rent
reviews a mixture of CPI (collar of 2.5% and a cap of 5%)
and fixed rent reviews (typically 2.5%). This fund-through is
Vital’s sole investment in Tasmania after previously selling a
small facility in Burnie, Northwest Tasmania in late 2020.
ANNUAL REPORT
|
41

In the second half of FY22, Vital settled its acquisition of the
Hutt Valley Health Hub, a purpose-built seismically resilient
medical office building and out-patient facility for $46.5m.
The existing Hutt Valley Health Hub was completed in late
2019 consistent with the Manager’s focus on developing
and acquiring new and recently constructed buildings.
The property adjoins Vital’s existing asset, Boulcott Hospital,
as well as the main public hospital for the region, Hutt
Hospital. The acquisition has increased Vital’s future expansion
land holding to ~3,200 square metres in the precinct to
meet both public and private healthcare demand.
In February 2022, Vital acquired 4,340
square metres of land in north-west Sydney,
approximately 28 kilometres from the CBD
and adjacent to an existing Vital asset, The
Hills Clinic. The Hills Clinic a specialist mental
health hospital 100% leased to Aurora
Healthcare Australia, Australia’s largest
specialty private mental health provider
with 1,000 beds across 16 facilities.
The acquired land is subject to a leasing pre-
commitment from Aurora enabling expansion
of the existing hospital with additional beds,
group rooms and other facilities. Total
development costs, inclusive of the land, are
expected to be ~$50m and will be rentalised
at an initial yield of ~5%. The expansion lease
is expected to have the same term as the
existing lease which has 25 years remaining
with rent growing annually in line with CPI
and market reviews every 10 years.
Hutt Valley Health Hub
The Hills Clinic
WELLINGTON, NZ
SYDNEY, NSW
42
|
VITAL HEALTHCARE PROPERTY TRUST

In late 2021, Vital acquired the
Tennyson Centre in Adelaide for
~A$93m providing an initial yield of
4.7%. 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. Tenants include Nexus, Icon,
Sonic, GenesisCare and Dr Jones &
Partners. Since acquisition, the WALE has
been extended from 2.7 years to 4.5
years with further leasing anticipated.
The transaction included 1,920
square metres of adjoining land
for future development.
This large, modern ambulatory care (maternity) and life
sciences site is located 300 metres from Christchurch Hospital,
New Zealand’s second largest hospital. It was acquired
by Vital for $50.7 million in April 2022 on an initial yield
of ~5.1%. Existing tenants include the Canterbury District
Health Board and life sciences corporate Syft Technologies.
~30% of net lettable area is available for lease and subject
to a 24-month vendor rental underwrite. The building has
a WALE of 8.5 years (including the vendor underwrite).
The acquisition includes 1,600 square metres of
expansion land.
In June, Vital settled the acquisition of the majority of the
land and buildings at 148 Gillies Avenue and 22-24 Kipling
Avenue, Epsom
1
for $22.2 million providing an initial yield
of ~4.75%. Currently, the properties comprise an existing
endoscopy facility and residential units on ~4,000 square
metres of land. The hospital business is jointly owned
by Healthcare Holdings and Evolution Healthcare.
Terms have been agreed to utilise the vacant land at 22 Kipling
Ave and develop a new day surgery and endoscopy facility,
with the existing facility expanding surgery capacity for a total
development cost of ~$21.6 million increasing the property yield
to ~5.1%. The existing buildings have a 20 year WALE and the
new hospital will be pre-leased for 20 years from completion.
68 Saint Asaph StEndoscopy Auckland
The Tennyson
Centre
CHRISTCHURCH, NZAUCKLAND, NZ
ADELAIDE, SA
Gillies Property
Kipling Property
(site now predominantly
cleared for development)
The Tennyson
Centre
Development
Land
1
The balance of the development land remains subject to Overseas Investment Office approval
Skilled asset management has resulted in a
significant WALE extension and progression of
planned development.
ANNUAL REPORT
|
43

Sustainability
NorthWest is on a journey to connect more people
and places with enduring possibilities, rooted in a deep
commitment to a sustainable future. This journey includes
all of the investment platforms it manages including Vital.
NorthWest remains steadfast in our dedication
to drive value for every stakeholder, leading
with our focus on partnering with our tenants as
we work with them to achieve better outcomes
for their patients as sustainably as possible.
By formalising our sustainability commitment, we
will amplify our collective impact - empowering
the growing ambitions of our partners, enabling the
next generation of the workforce, and engaging
in the sustainable evolution of healthcare.
Vital’s sustainability
achievements
In August 2021, Vital released its first sustainability
report. Vital’s achievements against set
targets are on page 46 of this report.
44
|
VITAL HEALTHCARE PROPERTY TRUST

Ehara tāku toa I te toa takitahi,
engari he toa takitini.
My strength is not as an individual,
but as a collective.
Whakataukī
Māori proverb
ANNUAL REPORT
|
45

Vital’s FY22 sustainability targets
and achievements
Continue to improve diversity on
the Board and in Management
1

Women in management 48%.
Angela Bull appointed as Independent
Director to the Vital Board
Focus on mentoring and
career progression

20% of our staff have moved to
new roles or been promoted to the
next level role this year so far
Encourage greater
community involvement
Volunteering policy formalised
providing employees with
two days of paid time off
designated for volunteering
Continue existing
professional development
through the launch of LinkedIn
Learning 2022, in addition to
targeted and general employee
personal development, diversity
equity and inclusion training
provided to all employees,
and personal and professional
coaching through Careerbase
Participate in third-party
assessments through GRESB
and CDP
Vital has submitted to GRESB and CDP
with results expected in Q2 FY23
Improve our CDP score
Vital was one of 5 NZ participants
to improve their scores in 2021.
We are seeking to further improve
this in 2022 capturing initiatives
implemented over FY22
Deploy sustainability initiatives
with key stakeholders
including tenants
• Continued to foster the Strategic
ESG Alliance with Epworth
Healthcare facilitating active
collaboration, information-
sharing, and improved sustainable
outcomes at both the property
and operating levels
• Vital is a member of both the
Green Building Council of Australia
and the New Zealand Green
Building Council. We have pursued
registration of four active and pipeline
development projects including Stage
2 of Playford Health Hub in Adelaide
Continue to progress investigation
of additional solar installations
Vital has undertaken desktop
sustainability audits of all Vital assets
to better understand environmental
impacts and opportunities and has
now commenced level 2 audits for all
landlord-controlled assets. Sustainable
tenant fit-out and tenant sustainability
guides launched and currently
being piloted at nominated assets

Establish baseline
environmental reporting
Underway across energy,
water and waste

Meet distribution guidance
and AFFO target
Upgraded guidance met
Maintain prudent payout ratio
Maintained at ~80%
Continue charitable and
community support programmes
Vital has pledged to a three-year
scholarship programme for the Keystone
Trust in conjunction with the University
of Auckland, with applications
open as at the date of this report
Extend and diversify debt
Debt extended and debt
funders increased
PeoplePracticePlaces
1
As part of wider renewal/recruitment processes.
46
|
VITAL HEALTHCARE PROPERTY TRUST

Sustainability framework
In December 2021, NorthWest released its
first sustainability report covering all of its
operations including Vital which it manages.
As a result, Vital's sustainability framework
has now been updated to align with the
NorthWest framework as outlined below.
NORTHWEST'S
SUSTAINABILITY
FRAMEWORK
Healthy
planet
Deepening our
contribution to a
healthy planet
Inclusive
company
Building for our current
team members as well as
our future employees
• Sustainability governance and team • Sustainability integration into investment processes
• Sustainable financing • Green leases • Reporting and disclosures
Thriving
partners
Preparing lasting tenant spaces
for health and healing
Enablers
Strong
communities
Investing in the
communities we serve
ANNUAL REPORT
|
47

Vitals material matters and
stakeholder engagement
During FY22, management undertook material
matters workshops for key stakeholders.
These workshops were facilitated by an external
consultant, Proxima, and were designed to identify
the key risks for Vital as an entity across all areas of
sustainability. The workshops identified the following:
Low
Medium
Low
High
Critical
MediumCriticalHigh
Community
Health, Safety,
and Wellbeing
Carbon
Disclosures
and Energy
Management
Enabling
Quality Care at
Our Properties
Healthy Building
Certifications
and
Performance
Materials,
Design, & Processes
Fit for Healthcare
Tenancies &
Sustainability
Sustainability
Integration
into Corporate
Processes
Diversity, Equity,
and Inclusion
Employee
Experience
Tenant
Partnership
Experience
Corporate
Governance on
Sustainability
MATERIALITY TO VITAL
MATERIALITY TO STAKEHOLDERS
The above matrix was provided to Vital’s key internal
and external stakeholders to ensure there was
alignment and to elicit any additional discussion points
or focus areas. These stakeholders included:
• Key NorthWest executives notably NorthWest’s
President and Chief Administrative Officer
• Vital’s six largest institutional Unit Holders
• Representatives of retail Unit Holders notably the
CEO of the NZSA and brokers from Forsyth Barr
• Key tenants (New Zealand and Australia)
• Largest debt providers in New Zealand
48
|
VITAL HEALTHCARE PROPERTY TRUST

Tenant engagement and interaction
Tenant engagement survey
Formalising our commitment to provide consistent
interactions and partner to improve our facilities we will
be undertaking a tenant engagement survey with an
ambition to achieve top quartile performance on tenant
Net Promoter Score (NPS) relative to our peers.
Tenant engagement programme
We continue to support and educate our partners about the
benefits of sustainable practices, including during our new
development phases and retrofit activities and are working
with a number of our tenants to formalise ESG strategic
alliances to further enhance our facilities for quality care.
As a region we are supporting the global approach in establishing
working groups locally with our stakeholders. While this will be
driven by the broader business, we will be engaging directly
with our tenants for the sharing of our experiences in the
sustainability space and our journey and ambition to reduce
our carbon emissions in line with our net-zero commitments.
Towards the end of 2022, we aim to host a workshop
with our key tenants with guest speakers and activities
encouraging active engagement in our sustainability efforts.
Strategic tenant alliances and
tenant advisory boards
Vital have established strategic tenant alliances that allow for
the sharing of information and collaboration with our healthcare
partners to identify some of the key opportunities and challenges at
the intersection of healthcare and sustainability. In the Australia and
New Zealand region, NorthWest have entered an ESG alliance
agreement with Epworth Healthcare and Evolution Healthcare to
facilitate active collaboration, information-sharing, and improved
sustainable outcomes at both the property and operating levels.
The alliance’s steering committee’s roles are to identify
opportunities, establish and deliver against shared goals and
targets that are aligned with each organisation’s vision.
We recognise the challenge of establishing a baseline,
tracking and transparently reporting against Scope 3 GHG
emissions in the healthcare sector. Vital will prioritise our
efforts through these strategic alliances to tackle this challenge
in partnership with our healthcare tenant operators.
Vital will seek to further expand these strategic alliances moving
forward with an ambition to identify and address key sector
challenges in the future in partnership with our healthcare tenants.
We are looking to further prioritise and develop our ESG alliance
with Epworth Healthcare and Evolution Healthcare and explore
opportunities to scale up and implement similar ESG alliances
with other key operators such as Healthscope and HealtheCare.
Inaugural tenant forum
Fostering a network of healthcare experts to further deliver
differentiated value to our tenants, we will launch a series of
initiatives to connect our tenants and promote knowledge sharing
across the industry, leveraging our unique position at the intersection
of healthcare and sustainability. Through a multi-pronged
engagement approach, our tenants and other stakeholders can
participate and engage in ways that could offer mutual benefit
and positively impact the healthcare real estate sector as a whole.
Once pandemic complications clear, we plan to convene
select tenant partners on relevant topics in an inaugural forum,
establishing and formalising a network of healthcare experts.
This will further promote idea generation, best practices sharing,
and innovation across the healthcare industry. We will also
expand and formalise our global communication strategy
in order to activate and engage with the network experts.
Topics might include GHG emissions and renewable energy
procurement, energy, water and waste efficiency, community
development, and health and wellbeing initiatives.
Thriving partners
Vital recognises the importance of fostering and strengthening our
relationships with our healthcare tenant partners. Through providing
consistent interactions and prioritising improvements to our facilities
we seek to improve the user experience and provide infrastructure
that allows for our tenants to deliver improved patient outcomes.
ANNUAL REPORT
|
49

Optimising spaces for patient wellness
As the largest NZX-listed landlord of healthcare real estate in
Australia and New Zealand and with a development pipeline of
~NZ$2.1bn, our spaces are designed with our tenants and their
patients needs at the centre. Through intentional design we create
spaces for patient wellness by enhancing the indoor environment
and facilitating connections to the outdoors where possible.
All our properties undergo region-specific indoor air quality
assessments to ensure the facilities meet industry standards and
adopted guidelines (ie Green Star, WELL health and safety ratings).
This ensures that our spaces support quality environments for
patients and other building visitors; maintaining comfort through key
areas such as noise, temperature, humidity and most importantly
protecting against any potential indoor environmental hazards.
In 2022/23, Vital will continue to undertake air quality
testing with 100% of our managed and controlled
properties to be assessed against wellness dimensions,
including air quality and accessibility, with one-third of
these assessments to occur within the reporting year.
50
|
VITAL HEALTHCARE PROPERTY TRUST

During FY22, Vital and NorthWest joined the
New Zealand Green Building Council and
the Green Building Council of Australia.
Membership of these green building councils has provided a
range of benefits including sustainability training for all asset
managers, development managers, facilities managers and
the sustainability team across Australia and New Zealand
in June 2022 (Foundations in Greenstar Performance).
Also during FY22, Vital and NorthWest joined the Property Council
of Australia in addition to its long-standing membership as an
industry leader of the Property Council of New Zealand. NorthWest
employees are regular attendees at property council events in
Australia and New Zealand including the annual conference,
ESG training, market updates and women in property events.
Memberships and
industry leaderships
Women In Property Annual Lunch, NSW
ANNUAL REPORT
|
51

Intentional culture
NorthWest must attract, retain, and
support our talent to ensure sustainable
success in an equitable culture.
NorthWest aspires to create a workforce that reflects the
diverse communities in which it operates. This includes
Australia and New Zealand where Vital is managed.
Inclusive company
FY22 highlights include:
• Regional staff conference held in northern New South Wales.
• Appointment of Angela Bull as an additional Independent
Director on Vital's Board. Angela is a highly experienced
property executive and has served on several boards.
• Diversity Policy established in April to support our focus
on diversity and inclusion including gender equity.
• Parental Leave Policy which grants paid leave to a primary
carer following the birth or adoption of a child.
• Volunteerism Policy established offering all full-time and
part-time employees paid time off to further assist the
communities in which we operate with community and
charitable efforts.
• Regular team social activities for each regional office as well
as Property Council training sessions, sporting activities.
• A range of health and wellbeing benefits being provided for
staff including flu vaccines, executive level health check-ups,
fruit provided in all offices and flexible working arrangements.
Preparing lasting tenant spaces for health and healing.
As a global business, NorthWest creates an inclusive
environment that encourages all people to bring their unique
self and passion to work, allowing them to feel safe in doing so.
52
|
VITAL HEALTHCARE PROPERTY TRUST

Learning and development
Globally, NorthWest has launched access for all permanent
employees to LinkedIn Learning – an online learning experience
platform that offers engaging video content, typically instructional
in nature driving personalised suggestions based on topics of
interest across business, technology-related and professional
development delivered through experts in the field.
Following a successful pilot of Careerbase in 2021, NorthWest
rolled out the personalised learning and development platform
to all permanent and contract staff, including new staff once they
have completed probation. This offer to staff in A/NZ which
gave points to source vendors and activities to build knowledge
and skills aligned to identified personal development needs,
with uptake in courses with the Australian Property Council
to personality diagnostics and 1:1 coaching sessions.
Angela Bull was
appointed as replacement
Independent Director
ANNUAL REPORT
|
53

Cyber security
and upgrades
During the past 12 months,
NorthWest IT has undertaken
five significant initiatives to
harden our cyber security and
protect our digital assets.
The upgrades were in response to new
requirements from our cyber security
insurer and the general increase
in cyber threats from the global
pandemic and the war in Russia.
Firewall fleet upgrade
The upgrade gives us better visibility into
security threats across our offices, and
a more automated tool for ensuring that
all firewalls are up to date and correctly
configured to block cyber threats.
Upgrade to Veeam
We moved our primary backup
infrastructure to the highest-rated
platform in the industry to provide
more recovery options along with
easier and faster recovery options.
54
|
VITAL HEALTHCARE PROPERTY TRUST

Ransomware protection
To ensure a layer of impermeable
data protection against ransomware,
we added WASABI backup solution.
This solution is an immutable backup
store that would be incorruptible by
ransomware. It is a cloud solution and
a third layer of backup replication.
KnowBe4
Knowbe4 is a cyber security training and
testing platform. We use the software to
send out email phishing simulations to
help us identify which of our staff requires
cyber security training. We provide
onboarding cyber security training for
new employees and use Knowbe4 for
testing and quarterly training updates.
Our goal is to ensure that our employees
have the skills to help protect our
organisation against a cyber attack.
Duo MFA
We now use a best-in-class Multi-
Factor Authentication (MFA) platform
called DUO from Cisco for externally
facing services. MFA double checks
each user’s identity so cyber attackers
cannot use lost or compromised
passwords to access our network.
ANNUAL REPORT
|
55

56
|
VITAL HEALTHCARE PROPERTY TRUST

All-staff conference
Our team of healthcare real estate professionals
attended an A/NZ staff conference in Kingscliff,
NSW for three days of learning opportunities,
future-focused workshops and brainstorming,
beach walks and adrenalin pumping exercise,
plus thought-provoking addresses from
both internal and external speakers.
Innovation, ESG and a strong network of personal
relationships will continue to define how NorthWest
does business, underpinned by a dedicated and
capable team leading us into the future.
ANNUAL REPORT
|
57

Career progression
JOEL SMART
SENIOR ANALYST, INVESTMENT AND ASSET
MANAGEMENT, UK REAL ESTATE
LIZ INGRAM
SUSTAINABILITY ASSOCIATE
How many years have you been with NorthWest?
2.5 years. I joined the Auckland office in January 2020,
and transferred to the UK office in April this year.
What attracted you to NorthWest? The opportunity
to learn from great people within a global
company and work on an NZX listed fund.
Where are you located? London, UK.
What has the transition been like to a new country?
There’s been a bit more rain than the ‘summer’ I’m used to.
What has been the greatest aha moment? A small
clause in an agreement can have a big impact.
What has surprised you? That the fundamentals of real
estate are still similar across very different regions.
What has been the greatest challenge? Learning to
connect with people and build relationships remotely.
What are you thankful for? I’m thankful for the
opportunities I’ve been given to learn and to have job
security when moving to the other side of the world.
What would your advice be for someone looking
for a new opportunity or challenge? Speak up
and let others know what you’re looking for. People
are often willing to help if you reach out to them.
How many years have you been with
NorthWest? 2 years in October.
What attracted you to NorthWest? The team! Team culture
is really important to me because I am with my colleagues for
more hours in a day that I am with my own family. It doesn't
feel like work when you are with your friends all day.
Where are you located? Auckland, New Zealand.
What has the transition been like to your new role?
Eyeopening! I didn't realise how passionate I was or how
invigorated I am by the sustainability space until I made
the leap. Having encouragement from great mentors
within the team has also made the change easier.
What has been the greatest aha moment? Realising
how intertwined ESG is across every area of our
business. Also realising the privilege of being part a
team that can help facilitate initiatives that will have a
positive impact on our planet and future generations.
What has surprised you? The amount
of acronyms in the ESG space!!
What has been the greatest challenge?
Relinquishing the parts of my old role that I loved.
What are you thankful for? The opportunity to transition
to a completely different role with a global reach,
while maintaining relationships with the local team.
What would your advice be for someone looking
for a new opportunity or challenge? Take the leap
and do it! I have no regrets and love what I do.
There has been significant growth within the team,
with an increase in headcount from 45 in January to
61 in July 2022 across all areas; finance, corporate
support, development and asset management teams.
A focus of 2022 has been to identify and further support
enhanced development and growth opportunities including
promotions and new roles for those at NorthWest with further
potential. This included identifying talent for new roles, extending
the scope of roles or identifying opportunities for talent to work
in other global offices. 20% of our staff have moved to new
roles or been promoted to the next level role this year so far.
58
|
VITAL HEALTHCARE PROPERTY TRUST

GEORGIE HUXLEY
VICE PRESIDENT, LEASING
CLARE SOLOMON
VICE PRESIDENT, SUSTAINABILITY AND
DEVELOPMENT
How many years have you been with
NorthWest? 5 years at the end of this year.
What attracted you to NorthWest? The people! Even though
it was only a team of four at the time. I could tell it was a
great work environment, with people who genuinely cared,
both about their work but also about each other. We all still
work here today! I also felt huge alignment with the social
infrastructure nature of our properties and the sense that we are
giving back to the community through our product delivery.
Where are you located? Melbourne, Australia.
What has the transition been like leading a new function?
Change is always an adjustment. I was lucky in that I was
already doing quite a bit of strategic leasing as part of my
previous role – a quasi trial run of the new job! The most
challenging part is probably having to navigate priorities
as we have so many large scale projects on the go.
What has been the greatest aha moment? I’d be lying if
I didn’t acknowledge that each day brings a new learning.
With healthcare real estate, you are naturally entwined
with the success of your partner operators’ businesses. It’s
important to keep on top of pressures and challenges that
your operators may be facing, whether that be at a workforce
level, competition, technological or economic factors.
What has surprised you? Not exactly work related
but the standout of the last 2 years to me has been
the resilience of the healthcare sector, in particular
the front line workers. Just outstanding.
What has been the greatest challenge? Starting in a new
role and not being able to travel was quite difficult. I always
prefer to meet in person if possible as it’s a great way to get
to know people and understand them both professionally
and personally which is so important. Delivering Stage 1
of Playford Health Hub completely remotely and hitting
practical completion without having stepped foot onsite
during construction was a huge effort from the team.
What are you thankful for? The team. The leasing environment
can be very fast paced and a rollercoaster of emotions sometimes.
It’s the team that sits behind and alongside me that helps ride
the wave, support the vision and ultimately deliver the projects.
What would your advice be for someone looking
for a new opportunity or challenge? Say yes to the
challenges. Push yourself out of your comfort zone.
You never know how much you might enjoy it.
How many years have you been with
NorthWest? Just over 8 years.
What attracted you to NorthWest? Since commencing
my career in development I have been fortunate enough
to work in the health and aged care sector. It is an
incredibly rewarding sector to be in with opportunity
to deliver infrastructure that can directly impact and
improve patient outcomes and the health of the broader
community. NorthWest commitment, vision and ambition
in this sector is what attracted me initially to NorthWest.
Where are you located? Melbourne, Australia.
What has the transition been like to your new role? My
transition indirectly commenced prior to formalisation of
the appointment of my new role through my involvement
with the global team in the development of the NorthWest
Sustainability framework, strategy and commitments
released at the end of 2021. My involvement in this, under
the guidance of Boston Consulting Group has allowed me
to make a smooth transition into my new role, grounded
with enthusiasm to deliver against our ESG strategy.
What has been the greatest aha moment? To be
successful and drive change ESG must be integrated
into our core business strategy – every member of
every part of our business has a role to play!
What has been the greatest challenge? I don’t think I
have faced my greatest challenge in my new role – but
it is coming! Realising the opportunities where healthcare
and sustainability meet is both exciting and challenging
with a portfolio that is heavily reliant of combatting scope
three emissions in a challenged sector! This is an exciting
challenge that I look forward to partnering with our
tenant operators and industry experts moving forward!
What are you thankful for? The commitment NorthWest and
particularly the Global Leadership Team have to realising
the vision and ambition for the business and the critical role
ESG has to play in achieving this vision moving forward.
ANNUAL REPORT
|
59

Indigenous workgroup
and RAP initiative
New spaces for our growing team
Sydney office
We are proud to announce the opening of our Sydney
office at 285 George Street, Brookfield Place.
Designed by award-winning Hammond Studio, the interior of the Peapes
Building offers a contemporary and highly functional transformation
of a heritage building. The Sydney team selected the artwork together
from Artbank, including a highly notable Ginger Riley painting. Through
the partnership with Artbank, the office is providing direct support
to Australian contemporary artists and are promoting the value of
Australian contemporary art to our visitors as they join our space.
Together we create value though
people, place and community and this
extends to our first placemakers – the
First National people of Australia,
and Māori in New Zealand.
With this in mind an indigenous workgroup has
been created to lift our focus and commit our
good intention to improved actions in 2022.
We have committed to two priorities; deliver
online training for all our staff in A/NZ to
ensure a baseline understanding of indigenous
matters across Māori, Aboriginal and Torres
Strait Islander cultures and the development
of a Reconciliation Action Plan (RAP).
These two priorities, together with sponsorship
of our indigenous workgroup by our leadership
team help us to focus and start our journey
of reconciliation with the intention in the
medium term we will go deeper and focus
on improved outcomes in the health industry
as well as partners with other like minded
organisations to continue to advance and learn.
In April, the Auckland team joined Ngarimu
Blair of Ngati Whatua ki Tāmaki for an
insightful Walking Wānanga (guided walk)
to gain a deeper understanding of Tāmaki
Makaurau (Auckland) and Māori history.
Just as we engage our tenants, we engage our people to
ensure their needs are met and their voices are heard.
Our employees’ positive experiences as part of the NorthWest team
strengthen who we are as an organisation and the values that drive
us forward. With a need now more than ever to attract and retain top
talent, as well as creating space for the growing team across the A/NZ
region, Sydney and Auckland offices have moved into new offices.
60
|
VITAL HEALTHCARE PROPERTY TRUST

Auckland office
NorthWest opened a new Auckland office
in the Commercial Bay precinct at the
start of 2022 with the goal of creating
a collaborative space conducive to the
approach we bring to our stakeholders.
Chosen for its alignment with NorthWest’s ESG
strategy, the building boasts initiatives such as
worm farms, low energy fittings and group wellness
classes for tenant use. Designed with a focus on
sustainability, people and place the new office
appoints art curated purposefully with local New
Zealand artists, including works by Bill Hammond
to its both functional breakout spaces and open
plan areas used for celebrating NorthWest’s
successes. The office incorporates considered
design such as recycling the existing concrete slab,
grinding and polishing as needed and locally
sourced products and suppliers where possible.
ANNUAL REPORT
|
61

Strong communities
We are committed to enhancing the communities where we
operate by sharing our time, research and resources and
amplifying the healthcare objectives of our partners. Giving
back to our communities is ingrained in who we are and we
align our community investment efforts to those of our tenants.
62
|
VITAL HEALTHCARE PROPERTY TRUST

Building on our existing support
and sponsorship of the Keystone
New Zealand Property Education
Trust, Vital has committed to
a three year Key Scholarship
Partner programme through an
annual scholarship, mentoring
and support to a student from
the University of Auckland.
The Keystone Trust provides education
and career support for students with
financial and circumstantial needs who
are working towards a qualification in
the property and construction sectors.
Keystone Trust
NorthWest supports
five key international
days including
• International Womens Day
• World Health Day
• Earth Day
• World Mental Health Day
• Human Rights Day
ANNUAL REPORT
|
63

To strengthen the places where we operate, Vital and NorthWest partners
with our tenants and local communities through charitable giving, working
with organisations to improve the social determinants of health in our
communities and supporting our communities during times of crisis.
Charitable giving
and community
involvement
Contributed to form the NorthWest
REIT International Policy Network
Investing in healthcare research
At the NorthWest group level, one of our 2022
sustainability initiatives is to support research into
the response of healthcare systems in pandemics.
NorthWest has pledged a contribution of C$5m over five
years to form the NorthWest REIT International Policy Network.
As part of this initiative, the University of Toronto, will work
with its first partners, the University of Melbourne School of
Population and Global Health and the University of Sydney
School of Public Health, to examine pressing issues in health
policy and health systems in Canada and Australia.
“This gift will provide a strong foundation for
better healthcare systems here and around
the world. The NorthWest International Policy
Network will provide invaluable opportunities
to learn what works best to create sustainable
and high-performing healthcare systems.”
Adalsteinn Brown
Dean and Professor
at the University of Toronto
Dalla Lana School of Public Health
C$5m
64
|
VITAL HEALTHCARE PROPERTY TRUST

Donations totaling in excess of ~$60,000
1

were made to various charities and
community organisations over the course
of the year. Some of these include:
A$10,000 +
A$5,000 +
Donated to
St Vincent de Paul Society
Donated to Baby Give Back
A$7,230
Beyond Blue
A$8,900
Epworth Medical Foundation
NZ$15,000
Mercy Hospice Auckland
NZ$3,840
Mental Health Foundation of NZ
NZ$3,000
Starship Foundation
NZ$2,600
Te Kura Kaupapa
Māori o Hoani Waititi
QLD and NSW flood donations
Many individuals and communities were
affected by the devastating floods in New
South Wales and Queensland this year.
The damage and destruction that they faced
is unprecedented and recovery efforts will
take years of support and hard work.
NorthWest committed to supporting the flood-affected
communities and donated A$5,000 over and above
any by NorthWest staff donations which it also matched
dollar for dollar. We partnered with St. Vincent’s
Health Australia and Vinnies Australia to maximise
donations. St Vincent’s Health pledged to dollar match
any contributions made by their staff or the public via
the St. Vincent’s Health Australia Flood Appeal.
Baby Give Back
CEO and founder of Queensland charity
Baby Give Back, Carly Fradgley, addressed
the team at the A/NZ staff conference,
on the important work they do in the local
communities of south-east Queensland to
support vulnerable babies, children and
families by recycling essential children’s items.
The work Carly and her team do is a timely reminder of
the value in sustainable re-use, alongside the immense
impact sustainable re-use can have for people in need.
1
Figure does not include the C$5m donated to research in healthcare
ANNUAL REPORT
|
65

Asset management and
standing assets
As a leader in healthcare real estate, NorthWest
supports our tenants by collaborating with them on ways
to reduce the environmental impact of their operations
and continues to pilot and test innovative ideas at the
intersection of healthcare and sustainability.
Green Star training
All asset managers, property managers and development
managers have undertaken Green Star - Foundations
training demonstrating our commitment to improve our
capabilities and our approach to reducing the environmental
impact of our properties and development projects.
Green Star Performance
We have undertaken Green Star - Performance v1.2 (Energy
and water) ratings on across the Vital portfolio and are
exploring opportunities for Green Star certification on a
number of the landlord-controlled assets within the portfolio.
Healthy planet
Vital recognises the importance of minimising our impact on
the planet and are committed to further bringing sustainability
into the core of our business including our approach to asset
management, development and precincts.
Commitment to building audits
Following desktop audits for all assets, we have now
commenced level 1 and level 2 analysis providing detailed
energy calculations with the added financial analysis of
proposed energy measures for each site which will assist in
determining a targeted roadmap for delivering on sustainable
business initiatives at an individual property level.
Sustainable fitout guide
As a trusted partner to healthcare operators, we are working
with industry experts and collaborating with our tenants to
create a sector appropriate sustainability guideline. This
will provide a reference for our healthcare operators to
reduce and manage resources through sustainable materials,
processes, and design. This is currently being piloted
and will be extended to all tenants moving forward.
The tenant sustainability guide includes topics such as:
• connectivity to communities and public transportation
• fit-out/renovations recommendation as appropriate
• best practices for the management and reduction of energy
and water consumption as well as waste production
• additional building processes promoting
a healthy indoor environment
66
|
VITAL HEALTHCARE PROPERTY TRUST

Development
In line with this goal and our sustainability strategy, these
Ecologically Sustainable Development (ESD) guidelines have
been developed to ensure that all new developments and major
redevelopments have a consistent reference for embedding ESD
principles and initiatives into projects. The guidelines support
various scales of developments and provide a framework that
facilitates improved outcomes and opportunities for us to pursue
certified sustainability ratings aligned with industry leadership.
The following key ESD priorities are prioritised across all projects:
• Net-zero emissions: In line with international and national
commitments, net-zero emissions are a priority to mitigate the
impacts of climate change. All new projects must be net-zero
emissions ready and enable a transition to 100% renewable
energy powered buildings, with zero onsite fossil fuels.
• Embodied emissions and life cycle assessments:
Embodied carbon emissions are a significant driver
of increasing greenhouse gas (GHG) emissions and
reducing upfront carbon emissions is a key requirement
for all new building projects and redevelopments.
• Health and wellbeing: To improve health and wellbeing,
prioritise wellness factors and reduce environmental
impacts, sustainable and healthy designs and sustainably
procured building materials will be incorporated on all
projects where possible, including increased daylight,
improved fresh air provisions and sustainable materials.
• Climate resilience: All projects must be climate resilient
with climate change risks identified and design responses
incorporated that mitigate and adapt to a changing climate.
• Certified outcomes: To demonstrate leadership, ensure
transparency, and celebrate sustainability initiatives, all
major projects will achieve a certified rating. This includes
building and community certifications for major developments
and performance ratings for existing assets. The guidelines
incorporate a range of ESD requirements and best practice
provisions to embed ESD into developments and enable
a holistic approach for projects to improve environmental,
social and economic performance. The guidelines have
been structured to provide minimum ESD requirements
that all projects must incorporate and a number of flexible
pathways for projects to achieve a certified rating.
Renewable energy
We are currently exploring sustainability opportunities
within the Vital portfolio by undertaking detailed energy
audits to explore opportunities for installation of solar,
thermal storage, electrification, current equipment
efficiency calculations and other sustainable outcomes.
Stage 1 of this process includes assets within the portfolio
that are landlord-controlled, enabling us to formulate a
sustainability roadmap to carbon neutrality at an individual
asset level. Stage 2 expands this out to the remainder of the
portfolio, to assist providing our parnters with sustainable
opportunities, working together to become carbon neutral.
Vital have further partnered with Veolia to create an energy
dashboard for the purpose of automating the collection of data into
a centralised database. The system has been created to collect,
track, compare and report Vital’s emissions usage in real time.
In line with this approach, the following sites are currently
undergoing energy audits, and are part of our pilot
programme with the new hubgrade dashboard system:
• Tennyson Centre
• 120 Thames St
• Playford Health Hub
• Ormiston Hospital
• Mons Road Medical Centre
• Epworth Eastern Medical Centre
• Ekera Medical Centre
• Ascot Hospital
• Ascot Central
• Apollo Health and Wellness Centre
• Hutt Valley Health Hub
The hubgrade system is designed to capture utility data including
already installed solar energy, giving us the ability to accurately
report on our green energy production. We are currently in the
process of installing solar on a number of our assets to expand to
the production of green energy across our portfolio. Sites with solar
PV include the South Eastern Private Hospital, Maitland Private
Hospital, Tennyson Centre, Epworth Eastern Hospital, Lingard Day
Centre and Lingard Private Hospital, The Hills Clinic, Abbotsford
Private Hospital, Hurstville Private Hospital, Ekera Medical Centre,
Sportsmed (hospital, clinic and consulting suites), Palm Beach
Currumbin Clinics, Eden Rehabilitation and Belmont Private Hospital.
ANNUAL REPORT
|
67

Net-zero carbon
Understanding our climate risks
Certifications for
sustainable excellence
We recognise the growing need to do more for our planet and
are committed to achieving net-zero carbon emissions by 2050,
with a focus over the next 18 months on establishing a roadmap
for for a science-based interim 2030 reduction target.
Through the comprehensive energy audits currently underway, we can establish
a prioritisation roadmap to identify a variety of energy efficiency programmes
which will inform our strategy to reach our net-zero ambition by 2050.
Our efforts over the next 18 months include setting a short-term
emissions and 100% renewable energy target, and exploring
opportunities to phase out fossil fuels from our existing portfolio.
We understand that emissions from our partners and tenants (Scope
3 emissions) are a significant portion of our carbon footprint and and
we will continue to work with our tenants to improve energy and water
efficiencies and increase renewable energy procurement where possible.
ESD guidelines set out stringent requirements for all new
developments to permit net-zero carbon operation and minimise
upfront emissions from the design construction process.
Physical climate risks such as drought, wildfires, flooding, earthquakes
and rising sea levels have the potential to pose major threat to our
portfolio. By understanding and pre-empting these physical climate risks
across all our assets, we can ensure we have a resilient portfolio.
Through Measurabl, we have undertaken risk assessments of each
asset and are analysing the results to identify which buildings are
facing the greatest risk to help us recognise the impact climate change
will have across the portfolio. Following this analysis, we will establish
a framework of measures to take preventative action to ensure the
portfolio is resilient to climate change and our healthcare providers are
not impacted during a time of crisis when they are needed most.
Vital and NorthWest continue to pursue opportunities that enhance the
experience for our tenants and their patients, through the integration of
sustainability practices into our existing facilities and new developments.
In an explicit effort to demonstrate our commitment to sustainability as well as
ensure long-term value creation for our stakeholders, we will have undertaken
Green Star – Performance certifications across the Vital portfolio and will
review and identify opportunities for enhancements and retrofits to improve
certification levels. We are also exploring other certifications such as NABERS,
Energy Star and WELL, among others relevant to each property and location.
For our new developments, we integrate certification considerations into our
processes where applicable and have registered the below development
projects for Green Star – Design & As Built certifications: Coomera Health
Precinct, Logan Private Hospital and Playford Health Hub Medical Precinct.
68
|
VITAL HEALTHCARE PROPERTY TRUST

Seismic resilience
As part of the recent lease extension to the Hawkes Bay DHB, management
agreed to upgrade the seismic resilience of the Napier Health Centre
to >67%NBS in line with the government’s strategy to house their
workers in well performing buildings. In coordination with the DHB,
the build methodology proposed excludes excessive odour and noise
producing activities and ensures full and continual care is provided to
Hawkes Bay patients throughout the 10-month programme of works.
Design and procurement is now complete to improve the NBS rating
of the Apollo Health and Wellness Centre with work to progress
in Q1FY23. Work to create sliding structural connections between
levels 2 and 3 of the centre is isolated to the 4x stairwells on site and
will not impact our tenant’s ability to provide care to patients.
Vital has committed to carrying out seismic strengthening of 68 Saint
Asaph St to achieve a 100% IL3 rating, which is designed for a 1/1000
year event. This is in line with the DHB requirements for the seismic rating
of any buildings they occupy and will provide safety and continuity
for our healthcare tenants. The design works to achieve this rating are
underway with work expected to commence in the last quarter of 2022.
WAKEFIELD HOSPITAL
WELLINGTON
NAPIER HEALTH CENTRE
HAWKE'S BAY
APOLLO HEALTH & WELLNESS CENTRE
AUCKLAND
68 SAINT ASAPH STREET
CHRISTCHURCH
ANNUAL REPORT
|
69

Hutt Valley Health Hub, Wellington, NZ
CASE STUDY
Hutt Valley Health Hub is a near new, purpose built
medical office building located immediately adjacent to
Vital’s existing Boulcott Hospital and the region’s Public
Hospital – Hutt Hospital.
The safety of the staff and patients onsite
is of critical importance to Vital, and
we also understand the importance that
these community services can have in the
recovery of a seismic event. Hutt Valley
Health Hub was designed and constructed
to meet importance level 4 (IL4), which
is a very high level of seismic resilience,
almost 2x the minimum code requirements.
The building itself is located close to
several bus stops and within 10 minutes
walking distance of the Epuni train station.
Finalist in the 2022
Property Council Property
Industry Awards
70
|
VITAL HEALTHCARE PROPERTY TRUST

Kawarau Park, Queenstown, NZ
CASE STUDY
Natural
light
Insulation unbridged
warm roof
Thermally broken
window joinery
LVL framing
Optional natural
ventilation in ward rooms
Utilisied local labour
during construction
Predominantly native
and resilient planting
Local materials, NZ
manufactured products
The hospital operated by Southern Cross aims to create an
environment where wellness is at the foundation of the patient
experience. It has been designed to set a new benchmark for
energy use in New Zealand for both public and private hospitals.
The Hospital
Kawarau Park Precinct
Patients and visitors alike are immersed in sustainable
design in this facility. From high levels of insulation
throughout, maximised use of natural light and
the choice of natural ventilation in ward rooms
occupants receive the benefit of wellness-in-design
while simultaneously maintaining control standards
expected of a medical facility. Building system
technology addresses regulation of traditional
boiler usage in cooler months in favour of more
efficient heatpump systems to warm the facility,
in addition to control of daylight and CO2 to
ensure energy is only consumed where required.
Construction of a health precinct enables patients to attend to a set of
harmonised specialists in one location, minimising time spent traveling to
receive care. Each building within the Kawarau Park Health Hub features NZ
manufactured building products and utilised local labour in its construction.
The precinct grounds feature native planting and overall design reflects the
surroundings to minimise the visual impact of the site on the community.
Southern Cross Central Lakes Hospital designed
by Warren and Mahoney Architects is shortlisted
in the Southern Architecture Awards 2022
ANNUAL REPORT
|
71

Enablers
We must evolve our ways of working and ensure the integration
of sustainability throughout our operations, strategy and
decision-making to deliver on our sustainability commitments for
our healthcare tenants, Unit Holders and broader stakeholders.
72
|
VITAL HEALTHCARE PROPERTY TRUST

A sustainability governance model has been adopted
to lead and oversee the effective execution of our
sustainability efforts in order to drive accountability
throughout NorthWest. We recognise that effective
sustainability governance requires executive and Board-
level oversight, leadership, strong central support, and
integration into lines of business to effectively achieve
our goals. In 2021, we established a sustainability
committee to guide progress towards our ambition.
The committee regularly engages with the Board of
Trustees on priority topics including sustainability risks
and opportunities, targets, and alignment to our overall
organisational strategy and vision. We have established
working groups to convene relevant cross-functional
stakeholders to coordinate and drive the implementation
of our sustainability initiatives, and facilitate sharing
of best practices across our global organisation.
Governance and team
ESG and the
investment process
Green leases
We are committed to integrating sustainability
across the building lifecycle, including our investment
process, enabling us to support our commitments
in achieving net-zero and providing high-quality
spaces for our healthcare tenant partners.
As part of our current acquisition due diligence process,
we already include select sustainability dimensions that
align to GRESB guidelines, such as building safety, land
contamination, compliance, energy supply, flooding,
infrastructure and water supply. We will continue to integrate
sustainability into our standard investment process by
using Moody’s Four Twenty Seven modelling software to
measure the physical climate risks of each acquisition target
through Measurabl. This process will allow us to mitigate
risks that could impact the long-term value of our portfolio.
NorthWest have committed to embed a green lease
clause within all new leases in recognition of the
importance of having the right mechanisms in place to
ensure we are able to measure the environmental impact
of our buildings and tenants, but also guide tenants
towards taking a more sustainable approach to their
operations and initial fit-out. The green lease clause
should be in all new leases going forward and all tenants
will receive a copy of the landlords fit-out guide.
ANNUAL REPORT
|
73
Executive Sustainability Committee
Board of Trustees
Sustainability
Governance Structure
Global Leadership Team
Working Groups
Head of Sustainability
Chief Administrative
Officer
(Canada)
Managing Director
(Europe)
President and
Managing Director
(ANZ)
Managing Director
(Americas)

• Review of existing documentation, including
the outputs of internal workshops and climate
risk management-related documents
• Review of existing process for identifying and assessing climate-
related risks, including methodology for identifying and assessing
scope, size and impact, time horizons, value chain stages
• Identify processes for managing climate-related risks
• Full gap analysis completed
• Roadmap for achieving CRD
compliance delivered
Reporting and disclosures
• Review of existing documents, process, and
policies for climate risk accountability
• Board’s oversight of climate related risks and opportunities
• Management’s role on assessing and managing
climate-related risks and opportunities
• Choice of cross-industry metrics & consistency
with XRB’s climate-related metric categories
• Relevance and rationale for choice of industry-specific metrics
(as defined by XRB), and any other performance indicators
• Description and rationale for target and process for GHG
report compliance (considering 3rd-party assurance
over inventory and its link to the XRB CRD report)
Governance documentation review and gap analysisTargets and metrics – documentation review and gap analysis
Risk management and strategy – documentation
review and gap analysis
Final CRD recommendations
and roadmap
SEPTEMBERNOVEMBER
OCTOBERDECEMBER
FY22
DISCOVERSTRATEGISE
DEFINEDELIVER
TCFD Framework
Vital is required to provide Climate-related disclosures under Financial Sector
(Climate-related Disclosures and Other Matters) Amendment Act 2021 with the
first report likely to be required for the year ended 30 June 2024. The External
Reporting Board (XRB) is currently developing the Aotearoa New Zealand
Climate Standards that will apply to this reporting. We have engaged Deloitte
to provide gap analysis activities based on current exposure drafts of the
standards to assist us in our development of a roadmap for compliance that is
informed by market experts and understood by our Board and executive team.
Through our partnership with Measurabl and the integration with Moody’s Four
Twenty Seven modelling software, we have measured the physical climate risks
of each of our assets which will form part of our strategy to implement various
sustainability initiatives and manage our climate risks and opportunities.
The below timeline outlines our objectives which will support the rapid
adoption of TCFD, in line with our reporting capabilities and expectations.
74
|
VITAL HEALTHCARE PROPERTY TRUST

• Undertake portfolio climate risk stress testing
(physical and transition risks)
• Generate physical risk heat mapping
• Test portfolios for emissions intensity
• Draft CRD ready to
present to Board
• Present key findings of gap analysis and the road map
for CRD compliance to the Board and executive team
• Identify options for strengthening portfolio resilience
• Identify options for decarbonising portfolios
Report to Vital BoardAdaptation and transition planning
Portfolio stress tests
FEBRUARYNOVEMBER
JUNEAPRIL
FY23FY24
DISCOVERSTRATEGISE
DEFINEDELIVER
GHG emissions tracking, GRESB & CDP
As part of our GHG emissions tracking, NorthWest and Vital have
participated in the Global Real Estate Sustainability Benchmark (GRESB)
survey and will disclose our score in Q2 FY23. Alongside increased efforts
to track environmental and social data, we have also incorporated GRESB
management guidelines into our corporate processes and policies.
Vital has also participated in the Carbon Disclosure Project (CDP) as a
commitment to tracking Scope 1 and Scope 2 emissions in line with GHG
Protocol definitions. By understanding our complete carbon footprint we can
identify ways to actively reduce our emissions, positioning us to reach our
net-zero goals. We will publicly release our CDP score later this year.
ANNUAL REPORT
|
75

Graham Stuart
Independent Chair and
Member of the Audit Committee
(65, Auckland)
Graham Stuart is an experienced corporate
Director with an established track record of
performance in governance and in prior executive
roles. He is currently the Independent Chairman
of EROAD Limited and an Independent Director
and Chair of the Audit Committee at Tower, and
an Independent Director of Metro Performance
Glass. He served for 7 years as the Chief Executive
Officer of Sealord Group and prior to that was
Director, Strategy and Growth and Chief Financial
Officer of Fonterra Co-operative Group.
Graham is a Fellow of Chartered Accountants
Australia & New Zealand (CAANZ). Graham has
a Masters of Science from Massachusetts Institute
of Technology and a Bachelor of Commerce with
first class honours from the University of Otago
Paul Dalla Lana
Director and Member
of the Audit Committee
(56, Toronto)
Paul Dalla Lana is the founder and Chief
Executive Officer of NorthWest Healthcare
Properties REIT – the 100% owner of NorthWest
Healthcare Properties Management Limited,
the Manager of Vital Healthcare Property Trust.
Over the past 25 years, Paul has led NorthWest
in the acquisition and development of over $7.0
billion worth of real estate transactions, with a
significant focus on healthcare properties.
Prior to founding NorthWest, Paul was a
professional in the Real Estate Capital Markets
Group of Citibank, N.A. and an economist with
B.C. Central Credit Union. Paul received his BA
(Economics) and his MBA (Finance and Real
Estate) from The University of British Columbia.
Paul serves as Chairman of the Board of NorthWest
Healthcare Properties REIT. Additionally, he is
actively involved in addressing public health and
education issues in Canada and around the world.
He is an Advisory Board member of the Dalla Lana
School of Public Health and on the President’s
Advisory Council at the University of Toronto.
Angela Bull
Independent Director and
Member of the Audit Committee
(47, Auckland)
Angela Bull is the Chief Executive of Tramco
Group, a large New Zealand owned property
investment company which specialises in large
scale land holdings, notably the Viaduct Harbour
precinct in Auckland and Wairakei Estate in
the Waikato. She holds a Bachelor of Laws
and a Bachelor of Arts (Political Science) and
practised property and environmental law prior
to her executive career. Previously, Angela held a
number of senior positions over a 10-year period
with Foodstuffs Auckland and Foodstuffs North
Island Ltd, most recently being General Manager
Property Development for Foodstuffs North Island.
Angela is an independent director of the Real
Estate Institute of New Zealand, realestate.co.nz,
Foodstuffs South Island Ltd and Foodstuffs NZ Ltd.
Our Board
The Board (as at the date of this report) comprises five highly qualified
directors; three of whom are independent. Both the Chair of the Board
and the Chair of the Audit Committee are independent directors.
76
|
VITAL HEALTHCARE PROPERTY TRUST

Directors are based in Auckland, Toronto, Sydney
and Melbourne. Their current and prior executive
experience includes healthcare, property and finance.
Andrew Evans
Independent Director and Member 
of the Audit Committee
(58, Auckland)
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 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.
Dr Michael Stanford AM
Independent Director and Chair 
of the Audit Committee (63, Melbourne)
Dr Michael Stanford has more than 30 years’
experience in the health sector in either Group
CEO or Board roles. Michael’s current Board
roles include Australian Clinical Labs (ASX:ACL),
Australia’s third largest private pathology provider;
Nucleus Networks, one of the world’s largest Phase
one clinical research organisations, and Diabetes
Australia, a significant Not-for-Profit of which
Michael Is President and Board Chair. Other
Board roles in the last three years have included
Healthscope (ASX:HSO), Australia’s second largest
hospital operator; and Virtus Health (ASX:VRT),
one of the world’s top five providers of Assisted
Reproductive Services.
Michael was the Group CEO of St John of God
Healthcare, Australasia’s third largest private hospital
provider, for 16 years during which time the company
increased revenue fivefold through organic and
M&A growth plus more than A$1 billion greenfield
and brownfield developments. Michael’s other
Managing Director roles included the ASX listed
Australian Hospital Care and two public hospital
Networks in Victoria. Michael holds an MBA from
Macquarie University and Bachelor of Medicine and
Bachelor of Surgery from UNSW. He is a Fellow of
the Australian Institute of Company Directors.
In 2018 Michael was awarded a Member of the
Order of Australia for significant service to the
health sector through executive roles, to tertiary
education and the WA community. In 2010 he
received the WA Citizen of the Year Award –
Industry and Commerce category.
Craig Mitchell
Director and Member of the
Audit Committee (54, Sydney)
Craig Mitchell has more than 20 years'
experience specialising in the property
industry in Australia. His previous roles include
Executive Director and Chief Operating
Officer of Dexus, an ASX top 50 listed REIT.
Craig is President of the NorthWest Group,
having joined in 2018 as CEO of Australia
and New Zealand. He is responsible for funds
management globally including establishment of
new funds, providing strategic direction as part of
the REIT’s global leadership team, and has overall
accountability for the Australian and New Zealand
region, including strategy, performance and leading
the team of over 40 real estate professionals.
Craig has a Master of Business Administration
(Executive) from the Australian Graduate School
of Management, a Bachelor of Commerce
and is a Fellow of CPA Australia. He has
also completed the Advanced Management
Program at Harvard University, Boston
After 15 years on the board of Vital’s
Manager Andrew Evans retired
from the board on 30 June 2022.
ANNUAL REPORT
|
77

Aaron Hockly
Senior Vice President
– New Zealand and Vital Fund Manager
(44, Auckland)
Aaron Hockly returned to New Zealand in 2018
after 17 years in senior management and advisory
roles in Australia. He has an extensive property,
funds management and legal background with
his last role in Australia being the Chief Operating
Officer for Growthpoint Properties Australia.
Growthpoint is a A$4.1bn ASX listed real estate
investment trust with a portfolio of quality office
and industrial properties. At Growthpoint Aaron
had direct management responsibility for strategy,
transaction structuring and execution (property,
debt and equity), reporting and investor relations.
Among other qualifications, Aaron has a Masters
in Applied Finance and a BA/LLB from the
University of Auckland. He is a Fellow of both
Governance New Zealand and the Financial
Services Institute of Australasia (FINSIA).
Aaron currently serves on the board of
Mercy Healthcare (Auckland).
Chris Adams
Executive Director – Projects
(52, Melbourne)
Chris Adams has extensive experience in
the property industry in Australia, New
Zealand and the United Kingdom, including
over 20 years' experience in health sector
property acquisitions, transaction structuring
and large scale hospital development.
Responsibilities with respect to NorthWest include
overseeing development management and
joint responsibility for acquisitions undertaken
by the business. Chris was one of the founding
Executives at Generation Healthcare REIT (now
NorthWest Healthcare Properties Australia REIT).
Prior to joining Generation, Chris established
Vital Health Care’s presence in Australia in
1999 and served as General Manager –
Australia following various roles with the group
in New Zealand. Chris holds a Bachelor
of Property from Auckland University.
Alex Belcastro
Senior Vice President –
Medical Precincts
(34, Sydney)
Alex Belcastro joined the team in April 2021,
prior to which she was the Chief Business
Development Officer at Ramsay Health Care,
where she managed a multi-billion-dollar
portfolio of 73 hospital assets in Australia.
Alex has over 13 years of specialised healthcare
real estate experience across the public and
private sectors, having been involved in over $8b
of hospital, laboratory, and research projects.
Alex holds a Master of Construction Management,
and a Bachelor of Planning and Design
(Property and Construction) from the University
of Melbourne. Alex has undertaken executive
education at Harvard Business School.
Our executive team
Vital’s executive team comprises real estate professionals with
extensive experience in New Zealand, Australia and beyond.
78
|
VITAL HEALTHCARE PROPERTY TRUST

Vanessa Flax
Regional General Counsel
A/NZ and Company Secretary
(51, Melbourne)
Vanessa Flax joined the team on 1 May 2019,
prior to which she was a special counsel at
Ashurst Australia. Vanessa has 25 years of deep
and broad ranging property law experience in
Australia and New Zealand, including acting (for
approximately 15 years) for Vital and NorthWest.
Vanessa's experience covers all aspects of real
property transactions, including acquisitions,
divestments and sales, leasing and Crown leasing,
development transactions and due diligence.
Michael Groth
Chief Financial Officer – A/NZ Region
(48, Melbourne)
Michael Groth is a qualified Chartered
Accountant, has over thirteen years’ experience
in senior finance roles in the listed and unlisted
property funds and funds management industry.
His most recent role has been as the Group Chief
Financial Officer of the Melbourne based and ASX
listed APN Property Group Limited (APN). APN is a
specialist real estate investment manager currently
managing 2 ASX listed and 10 unlisted funds, with
total Funds under Management of A$2.8bn.
Michael has over 5 years’ experience in
healthcare property funds management through
his involvement with Generation Healthcare REIT,
which was in the APN stable of funds before
it was privatised and delisted from the ASX.
Richard Roos
Executive Director – Portfolio
(57, Melbourne)
Richard Roos has over 20 years’ career
experience in commercial real estate financing,
acquisitions and property management, 14 years
of which have been in healthcare real estate.
In his role as Executive Director, Richard is
responsible along with his Melbourne and
Auckland-based teams for the asset management
of the NorthWest Group’s Australian and New
Zealand portfolio, including leasing and tenant
relationships, and joint responsibility for acquisitions
and business development. In particular, Richard’s
strong relationships with healthcare operators
are a crucial element of NorthWest’s success
in sustainability achieving its growth targets.
ANNUAL REPORT
|
79

Corporate governance
Joint Investment Policy
Under the terms of the Joint Investment Policy, which applies to
NWH REIT and its owned and controlled entities (including
the Manager), an Investment Committee has been established
to avoid, manage and resolve actual or perceived conflicts
of interests between members of the NWH REIT group in a
manner which complies with any relevant legal obligations
and is equitable to each party. The Joint Investment Policy
can be found on Vital’s website www.vhpt.co.nz.
The Board of Directors
The role of the Board of Directors is to set the strategic direction of
Vital and to support management in monitoring the delivery of this
against specific performance objectives. The Board also ensures
all business risks are appropriately identified and managed and
compliance with all applicable regulatory, statutory, financial,
health and safety and social responsibilities of the Manager.
Board composition
The Manager is committed to having an effective
Board providing a balance of independent skills,
knowledge, experience and perspectives.
All Directors bring a significant breadth and depth of expertise
and have the composite skills to optimise the financial and
portfolio performance of Vital and returns to Unit Holders.
Attendance at
Board meetings
Attended /
Eligible to attend
Date of appointment
Paul Dalla Lana6/616 January 2012
Andrew Evans
*
6/620 August 2007
Craig Mitchell6/629 June 2021
Michael Stanford6/619 November 2019
Graham Stuart6/612 November 2018
(Appointed Chair
17 November 2020)
Angela Bull1/126 April 2022
*
Retired 30 June 2022
The Board does not impose a restriction on the tenure
of any Director as it considers such a restriction may
lead to the loss of experience and expertise.
The table below shows all relevant interests of Directors
and Officers in units, which include legal and beneficial
interests in Vital units as at 30 June 2022.
DirectorsHoldings (number of
units) non-beneficial
Holdings (number
of units) beneficial
Paul Dalla Lana
1
-17 9 , 415 , 78 8
Andrew Evans78,234686,381
Graham Stuart-50,629
Officers
Aaron Hockly
2
-7 6 , 113
1
Paul Dalla Lana is the founder, Chairman, CEO, Trustee and largest Unit Holder of
NorthWest Healthcare Properties Real Estate Investment Trust (a trust organised under
the laws of Ontario, Canada, Corporation). NorthWest Healthcare Properties Real
Estate Investment Trust directly or indirectly holds approximately 179,415,788 units in
Vital Healthcare Property Trust, in respect of which Mr Dalla Lana is considered to
have a relevant interest.
2
Aaron Hockly makes a voluntary disclosure that members of his immediate family
own an additional 104,777 units in Vital.
Independent Directors
The Manager recognises that Independent Directors are important
in assuring Unit Holders that the Board is properly fulfilling
its role and is diligent in holding management accountable
for its performance. The procedures in place for determining
independence is whether the director is independent of
management and free of any business or other relationship
which might materially interfere with, or might reasonably
be perceived to materially interfere with, the exercise of
their independent judgement. Biographies of each Board
member including their skills, experience and expertise are
included in the Board of Directors section on pages 77-78.
Audit Committee
The Audit Committee is responsible for overseeing
the financial and reporting practices of Vital.
At financial year end and at the date of this report,
the Audit Committee assists the Board in fulfilling its
corporate governance and disclosure responsibilities with
particular reference to financial matters, and internal and
external audit, and is specifically responsible for:
• Recommending to the Board the appointment /
removal of Vital’s external auditor; and
• Reviewing the performance of the external auditor.
Vital Healthcare Property Trust and NorthWest Healthcare Properties Management Limited.
Dated as at 30 June 2022
80
|
VITAL HEALTHCARE PROPERTY TRUST

Attendance at Audit
Committee meetings
Attended /
Eligible to attend
Date of appointment
Paul Dalla Lana4/46 October 2020
Andrew Evans
*
4/414 November 2011
Craig Mitchell4/429 June 2021
Michael Stanford4/46 October 2020
Graham Stuart4/49 May 2019
Angela Bull0/126 April 2022
*
Retired 30 June 2022
Management contract
NorthWest manages Vital in accordance with Vital’s Trust
Deed in return for which NorthWest receives management
fees. From these management fees, NorthWest pays salaries
and other people related costs (including taxes, rent, IT, travel
and training) to its employees approximately 30 of whom are
solely or majority engaged with managing Vital, as well as the
Directors not appointed by all Unit Holders (four at the date of this
report). As a result, the details in this section relate to NorthWest’s
employees rather than Vital’s employees (as there are none).
Remuneration
As noted above, Vital does not have any direct employees.
Instead, NorthWest receives management fees to manage
Vital from which it provides remuneration to employees. As a
result, there is no reporting on individual employee salaries.
Notwithstanding the above, the following is
provided to enhance transparency:
1. Details of the holdings in Vital by Directors and officers as
at 30 June 2022 is provided on the previous page.
2. As at the date of this report, all New Zealand based
Directors and executives own units. Currently the tax
regime for Vital makes it uneconomic for the offshore
based Directors and officers to hold units in Vital.
3. As at the date of this report, Vital’s most senior executive
officer, Fund Manager Aaron Hockly, holds units in Vital
equivalent to more than 50% of his base salary.
4. Details of the costs of Independent Directors appointed
by Unit Holders and, as a result, paid for from Vital are
included in note 22 to the accounts in this report.
5. Over two thirds of the Fund Manager’s annual potential
bonus, and over 1/6th of other key personnel, directly relates
to the performance of Vital. In addition, all NorthWest’s
executive bonuses globally are linked to NorthWest’s unit
price as 100% of these bonuses are paid in NorthWest units.
Vital represents approximately 27% of NorthWest’s assets
under management and 10% of its assets on balance sheet
(accounting for its 26% stake in Vital). As a result, NorthWest
REIT’s investment in Vital is material to the REIT and, accordingly
all executive remuneration is aligned with Vital’s success.
6. The following clawback / malus provisions are included in the
bonus plans for all NorthWest executives globally (including
Vital’s Fund Manager, CFO and other key personnel):
• Where the Participant (i) has been terminated for cause, or
(ii) voluntarily resigns from his or her position with the Trust then
any Deferred Units granted on a discretionary basis pursuant
to Section 7.04 of the NorthWest Healthcare Properties Real
Estate Investment Trust Deferred Unit Plan (2018) which have not
yet vested at the time of the termination for cause or voluntary
resignation, shall be immediately forfeited by such Participant.
Directors’ remuneration
Paid in FY22*
DirectorBase
Audit
Committee
Member
ChairTotal
Andrew Evans
**

Independent Director and
Audit Committee member
NZ$80KNZ$10K-NZ$90K
Angela Bull
Independent Director
and Audit Committee
member
1,3
NZ$90KNZ$10K-NZ$100K
Craig Mitchell
Director and Audit
Committee member
N/A
2
---
Graham Stuart
Independent Director,
Board Chair and Audit
Committee member
NZ$90KNZ$10KNZ$70K
(Board)
NZ$170K
Michael Stanford
Independent Director and
Audit Committee Chair
3
A$90K-A$20K
(Audit
Committee)
A$110K
Paul Dalla Lana
Director and Audit
Committee member
N/A
2
---
Total
NZ$470K
(NZ$260K paid by Unit Holders, and
$210K paid by the Manager)
a) Leasing
Vital pays the Manager leasing fees where the Manager
has negotiated leases instead of or alongside a real
estate agent. Consistent with general market rates, these
fees are charged at 11% of the annual rental for terms
of three years or less (to a minimum of $2,500).
12% of the annual rental for terms of three years, and
12% plus an additional 1% for each year greater
than three years (to a maximum of 20%).
Lease renewals are charged at 50% of a new lease.
*
Fees are pro rata
**
Retired 30 June 2022

1
Appointed 26 April 2022.
2
Executive of NorthWest paid by the Manager. Accordingly, no separate directors’ fees
are payable.
3
Paid by the Manager from management fees. All other amounts listed are paid by the Trust.
ANNUAL REPORT
|
81

Structured rent reviews or market reviews which do not
result in a rental increase are charged an administration
fee of $1,000. Open market reviews are charged at
10% of the rental increase achieved in the first year.
Leasing fees are capitalised to the respective investment or
development property in the Statement of Financial Position
and amortised over the term of the life of the lease.
b) Property management
Vital pays the Manager property management fees
where the Manager acts as the property manager.
Incentive fee
The incentive fee is an amount equal to 10% of the average
annual increase in the Net Tangible Assets of Vital over the
relevant financial year and two preceding financial years
subject to a three year high-water mark. The Manager and
the Supervisor are both entitled to be reimbursed out of the
Trust Fund for all expenses, costs or liabilities incurred by
them respectively in acting as Manager and Supervisor.
Insurance and indemnities
In accordance with the Board Charter, the Manager has
provided insurance and indemnities to its Directors and officers
for any liability / losses arising in respect of actions or omissions
occurring during the normal carrying out of their duties.
Health and safety
The Directors and Manager are committed to ensuring
that as far as practical, a safe and healthy working
environment is provided for all employees, tenants,
contractors and others who may visit our properties.
The Trust’s Health and Safety policy aims to reflect this commitment.
Vital and the Manager have implemented site specific hazard
registers in New Zealand which can be updated in real time and
similar processes apply in Australia. The Manager has implemented
an Operational Risk and Compliance Committee which meets on
a regular basis and a standing agenda item is Health and Safety.
Board diversity and relevant skills
At a Board level, diversity of experience is critical to ensure a
healthy exchange of ideas and opinions to deliver higher quality
decision making and outcomes. All Board appointments are always
based on merit and diversity (including gender and ethnicity).
A majority of the Directors are members of professional
organisations such as the Institute of Directors (or equivalent) or
other industry specific and relevant organisations which support
the ongoing education and training of professional directors.
Healthcare real estate is a specialised sector and the Board
believes it is important to have members with a diverse range
of backgrounds, skills and experience to ensure robust
discussion. It is also important to balance skills and knowledge
gained through length of tenure and the value of fresh ideas
in decision making. The table below summarises the skills,
experience and length of service of the current Board.
Modern slavery
In FY21, the Australian manager of the Vital trusts, NorthWest
Healthcare Australian Property Limited again published a
statement under the Australian Modern Slavery Act 2018,
which underpinned Vital’s philosophical approach and
commitment to ensuring our operations have sufficient risk
mitigation strategies to address supply-chain risks. Vital
committed to training employees to identify these risks.
Our entire organisation has engaged with tenants and suppliers
to conduct further and ongoing due diligence to identity possible
modern slavery supply chain risks. Vital will continue to assess
the potential modern slavery risks in our operations and develop
and review company policies on these possible impacts.
We have also committed to reviewing supplier contracts to ensure
they contain terms consistent with the principles underlying the Act.
Skills & ExperienceGraham
Stuart
Angela
Bull
Paul
Dalla Lana
Andrew
Evans
1
Craig
Mitchell
Michael
Stanford
Accounting/finance/economics ● ● ● ● ● ●•••••
Commercial real estate /asset
management/valuation
•••••
Corporate governance ••••••
Legal / regulatory••••
Healthcare practitioner•
Tenure (years)4<1111513
1
Retired on 30 June 2022
82
|
VITAL HEALTHCARE PROPERTY TRUST

ReferenceRecommendationApproach
Principle 1 – Code of ethical behaviour
1.1
The board should document minimum standards of ethical
behaviour to which the issuer’s directors and employees
are expected to adhere (a code of ethics).
The code of ethics and where to find it should be
communicated to the issuer’s employees. Training should
be provided regularly. The standards may be contained
in a single policy document or more than one policy.
The code of ethics should outline internal reporting procedures
for any breach of ethics, and describe the issuer’s expectations
about behaviour, namely that every director and employee:
a. acts honestly and with personal integrity in all actions;
b. declares conflicts of interest and proactively
advises of any potential conflicts;
c. undertakes proper receipt and use of corporate
information, assets and property;
d. in the case of directors, gives proper
attention to the matters before them;
e. acts honestly and in the best interests of the issuer,
shareholders and stakeholders and as required by law;
f. adheres to any procedures around giving and
receiving gifts (for example, where gifts are given
that are of value in order to influence employees and
directors, such gifts should not be accepted);
g. adheres to any procedures about whistle blowing (for
example, where actions of a whistle blower have complied
with the issuer’s procedures, an issuer should protect and
support them, whether or not action is taken); and
h. manages breaches of the code
In recognition of Vital’s role in the communities in which
we operate, and where our investors live, we continue
to implement and refine policies and practices which
encourage responsible investment practices and
compliance with all legal and regulatory requirements.
All Vital Directors and employees must abide by Vital’s Code of
Conduct and Business Ethics (refreshed in August 2021), which
documents policies on conflicts of interest, fair dealing, compliance
with applicable laws and regulations, maintaining confidentiality of
information, dealing with Vital’s assets and use of Vital’s information.
The Code recognises the importance of a work environment
which actively promotes best practice and does not compromise
business ethics or principles, and the Code’s purpose is to
uphold the highest ethical standards, acting in good faith
and in the best interests of Unit Holders at all times.
Employees, where appropriate, are provided with regular
training, updates and insights in relation to governance.
The Code of Conduct and Business Ethics is supplemented by
a number of other policies including the Joint Investment Policy
and Whistleblower Policy which are available on the website
at https://www.vitalhealthcareproperty.co.nz/governance/.
1.2
An issuer should have a financial product dealing
policy which applies to employees and directors
The Manager’s Directors, officers and employees, their families
and related parties must comply with the Security Trading Policy.
The Manager is committed to ensuring compliance with legal and
regulatory requirements with respect to insider trading and restricted
persons trading. To assist with such compliance, the Manager’s
Security Trading Policy identifies circumstances where directors,
officers and other restricted persons are permitted to trade or are
prohibited from trading units in Vital. Compliance with these policies
is monitored by the Board. In addition, all trading by Directors
and officers of the Manager is required to be reported to NZX
in accordance with the Financial Markets Conduct Act 2013. The
holdings of Directors of the Manager are disclosed on page 80.
Before trading of Vital units a restricted person must get consent
in writing from the Fund Manager or the Chief Financial
Officer of the Manager. Vital has set black-out periods
for directors and staff throughout the year. Also, blackout
periods can be invoked when specific events occur.
Emails are periodically sent to directors and employees
providing information as to the status of the trading
window in relation to the blackout periods.
The Security Trading Policy can be found on Vital’s website at
https://www.vitalhealthcareproperty.co.nz/governance/.
NZX Corporate Governance Code
The NZX Corporate Governance Code (NZX Code) applies to all
issuers of Equity Securities listed on the NZX Main Board. The NZX
Corporate Governance Code does not apply to Vital Healthcare
Properties Trust (Vital), as it is an Issuer of Fund Securities under the
NZX Listing Rules.
Notwithstanding the foregoing, the Board of NorthWest Healthcare
Properties Management Limited (Manager) considers it important
from a governance perspective to identify how, as at 30 June
2022, Vital and the Manager comply with the NZX Code dated 10
December 2020.
The NZX Code is structured around eight principles. The table sets
out each principle and an explanation as to if, and how, Vital and
the Manager comply with the recommendations in the NZX Code.
ANNUAL REPORT
|
83

ReferenceRecommendationApproach
Principle 2 – Board composition and performance
2 .1
The board of an issuer should operate under
a written charter which sets out the roles
and responsibilities of the board. The board
charter should clearly distinguish and disclose
the respective roles and responsibilities
of the board and management.
The Board has adopted a formal Board Charter which is available on Vital’s
website at https://www.vitalhealthcareproperty.co.nz/governance/.
The Charter sets out the roles and responsibilities of the Board,
including in relation to distinguishing between the respective roles
and responsibilities of the Board and management.
The terms of a Director’s appointment are contained in the Board Charter. The
Charter reaffirms Directors must comply with their duties as set out in the Companies
Act 1993, including to act in good faith, together with other duties which include
(but are not limited to) conducting themselves in an appropriate manner.
The Board’s specific responsibilities include approving the Manager’s strategic objectives,
including those applicable to Vital and ensuring that effective risk management
procedures for the Manager and Vital are in place and are being observed.
2.2
Every issuer should have a procedure
for the nomination and appointment
of directors to the board.
Vital partially complies with this recommendation as the process for
appointment of directors is different for a listed managed investment scheme.
Vital is a trust and does not have directors. Its supervisor is Trustees Executors
Limited, which is also the trustee of the Vital Healthcare Property Trust.
The Manager has a Board of Directors, which, subject to the below, is
appointed by its sole shareholder, NWI Healthcare Properties LP.
Two Independent Directors are appointed to the Manager’s Board by Unit
Holders in the manner described in the Trust Deed. A copy of the Trust Deed
is available on Vital’s website and also on the Disclose Register through the
Companies Office https://companies-register.companiesoffice.govt.nz/.
Unit Holders have the opportunity to appoint two of the Independent Directors of
the Manager. Unit Holders are able to nominate and vote on one Independent
Director of the Manager each year. The nominee receiving the most votes will
be approved as a Director of the Manager by the Manager’s shareholders.
2.3
An issuer should enter into written agreements
with each newly appointed director
establishing the terms of their appointment.
The Manager enters into a written agreement with each newly appointed director
setting out the terms of their appointment, including expectations of the director in his
or her role, remuneration entitlements and indemnity and insurance arrangements.
2.4
Every issuer should disclose information about
each director in its annual report or on its website,
including a profile of experience, length of
service, independence and ownership interests.
Vital’s Annual Report includes a profile of experience, length of service,
independence and ownership interest of each director.
2.5
An issuer should have a written diversity policy
which includes requirements for the board or a
relevant committee of the board to set measurable
objectives for achieving diversity (which, at a
minimum, should address gender diversity) and
to assess annually both the objectives and the
entity’s progress in achieving them. The issuer
should disclose the policy or a summary of it.
A breakdown of the Manager’s staff specific diversity is included in the Annual Report.
2.6
Directors should undertake appropriate
training to remain current on how to best
perform their duties as directors of an issuer.
Directors are encouraged to maintain and enhance their skills and capabilities
through ongoing professional development to be undertaken to satisfy the
membership requirements of their respective institutes, including the Institute
of Directors, New Zealand. The Manager also seeks to provide additional
appropriate training relevant to their role as a Director of Vital.
2.7
The board should have a procedure to regularly
assess director, board and committee performance.
Assessment of the Board and each director’s performance is determined by the Chair
and takes into account overall attendance, contribution, training and experience of each
member concerned. In 2021 the Manager conducted a director self-assessment process
and proposes conducting an externally managed self-assessment process in 2022.
2.8
A majority of the board should
be independent directors.
The Board of the Manager is comprised of a majority of independent directors.
2.9
An issuer should have an independent chair of
the board. If the chair is not independent, the
chair and the CEO should be different people.
The Board of the Manager is chaired by an Independent Director.
Principle 3 – Board committees
3 .1
An issuer’s audit committee should operate
under a written charter. Membership on the
audit committee should be majority independent
and comprise solely of non-executive directors
of the issuer. The chair of the audit committee
should not also be the chair of the board.
The Board has adopted a formal written Audit Committee Charter which is available
on Vital’s website at https://www.vitalhealthcareproperty.co.nz/governance/.
The minimum number of members on the Audit Committee is three members who must be
Directors and at least one member must have an accounting or financial background.
The audit committee of the Manager is majority independent but otherwise
comprises the whole Board. The Chair of the audit committee is an independent
director and is not the same person as the Chair of the Board.
3.2
Employees should only attend audit committee
meetings at the invitation of the audit committee.
Management and other employees may attend an audit committee meeting on invitation.
84
|
VITAL HEALTHCARE PROPERTY TRUST

ReferenceRecommendationApproach
3.3
An issuer should have a remuneration committee
which operates under a written charter (unless
this is carried out by the whole board). At least
a majority of the remuneration committee should
be independent directors. Management should
only attend remuneration committee meetings at
the invitation of the remuneration committee.
A key feature of the external management structure under which Vital operates is that
remuneration of management is the responsibility of the Manager, not Vital. As Vital
Unit Holders are not economically exposed to employment remuneration costs, a
remuneration committee is not considered necessary by the Board at this time.
3.4
An issuer should establish a nomination committee
to recommend director appointments to the
board (unless this is carried out by the whole
board), which should operate under a written
charter. At least a majority of the nomination
committee should be independent directors.
Vital does not have a nomination committee and does not comply
with this recommendation. Given its structure and the terms of the
Trust Deed, the process for nomination of directors to the Board of
the Manager is not the same as for a listed company.
3.5
An issuer should consider whether it is appropriate
to have any other board committees as standing
board committees. All committees should
operate under written charters. An issuer should
identify the members of each of its committees,
and periodically report member attendance.
From time to time the Board establishes Due Diligence Committees (DDC) to report on
the due diligence process in relation to any potential transaction for Vital of material
size or complexity. An example would be the recent capital raisings undertaken by
Vital. A DDC will normally comprise an independent director, executive director,
relevant management staff and external consultants appropriate for the transaction.
3.6
The board should establish appropriate protocols
that set out the procedure to be followed if
there is a takeover offer for the issuer including
any communication between insiders and
the bidder. It should disclose the scope of
independent advisory reports to shareholders.
These protocols should include the option of
establishing an independent takeover committee,
and the likely composition and implementation
of an independent takeover committee.
The Takeovers Code does not apply to Vital, as a listed managed
investment scheme. Vital’s Trust Deed includes some provisions which
would regulate takeover-like transactions relating to units in Vital.
As a result of the above, the Board of the Manager has not established protocols
that set out the procedure to be followed if a takeover offer is received.
Principle 4 – Reporting and disclosure
4 .1
An issuer’s board should have a written
continuous disclosure policy.
It is important that the market and investors feel confident in the timing or manner
of any buying or selling of Vital units. As a NZX issuer, the Manager is acutely
aware of the need to ensure the market, investors and regulators remain fully
informed of any material or price sensitive information relevant to Vital. The Board
and all management employees are aware of the NZX Continuous Disclosure
requirements and Vital has internal procedures in place to ensure compliance.
The Continuous Disclosure Policy can be found on Vital’s
website at https://www.vitalhealthcareproperty.co.nz/app/
uploads/2021/09/210927-Continuous-Disclosure-Policy.pdf.
4.2
An issuer should make its code of ethics, board and
committee charters and the policies recommended
in the NZX Code, together with any other key
governance documents, available on its website.
A copy of all relevant policies noted in this document can be viewed on Vital’s website.
4.3
Financial reporting should be balanced, clear
and objective. An issuer should provide non-
financial disclosure at least annually, including
considering environmental, economic and
social sustainability factors and practices. It
should explain how operational or non-financial
targets are measured. Non-financial reporting
should be informative, include forward looking
assessments, and align with key strategies
and metrics monitored by the board.
Vital’s Annual Report includes non-financial disclosures, including environmental,
economic and social sustainability factors and practices. The Manager
maintains and regularly reviews a risk management framework as part of
its compliance assurance programme. Reports are provided to both the
Audit Committee and Board along with an annual risk assessment.
Principle 5 – Remuneration
5 .1
An issuer should recommend director remuneration
to shareholders for approval in a transparent
manner. Actual director remuneration should be
clearly disclosed in the issuer’s annual report.
Vital is a trust and does not have directors. Subject to the below, the
remuneration costs of the Manager’s directors are borne by the Manager. As
a result, Vital Unit Holders are not economically exposed to those costs.
Vital’s Trust Deed provides that the costs associated with the two Independent Directors
appointed to the Board of the Manager by Unit Holders are reimbursed out of the
trust fund. Refer to page 81 of this Annual Report for details of Director remuneration.
5.2
An issuer should have a remuneration policy for
remuneration of directors and officers, which
outlines the relative weightings of remuneration
components and relevant performance criteria.
As noted above, all officers and some Directors’ remuneration is paid by the
Manager not Vital. Any Directors paid by Vital are paid a flat fee for each
service provided (currently a base director fee and additional fees for being the
Chair, Audit Committee Chair and / or Audit Committee Member. Such fees are
market based by reference to other NZX listed entities; this is assessed annually.
Accordingly, the Board considers that it is unnecessary for Vital to maintain a
remuneration policy. As a result, Vital does not comply with this recommendation.
ANNUAL REPORT
|
85