Notice of 2022 Annual Meeting

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022













































1 December 2022



The 2022 Annual Meeting of Unit Holders of Vital Healthcare Property Trust will be held in the Tuhono
Room
, Ground Lobby, HSBC Tower, 188 Quay Street, Auckland CBD on Thursday, 1 December 2022
commencing at 10.00am. Unit Holders may also attend virtually through the Computershare Meeting
Platform https://meetnow.global/nz.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022


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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2021



























Contents
3 LETTER FROM THE INDEPENDENT CHAIR OF THE MANAGER
4 FORMAL NOTICE AND AGENDA
5 EXPLANATORY NOTES
6 PROCEDURAL NOTES
7 DIRECTORY

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022








Letter from the Independent
Chair of the Manager


Dear Unit Holders,
This notice of meeting convenes the 2022 Annual Meeting of Unit Holders of the Vital
Healthcare Property Trust (Vital). The Annual Meeting is being held in the Tuhono Room,
Ground Lobby, HSBC Tower, 188 Quay Street, Auckland CBD on Thursday, 1 December 2022
commencing at 10.00am.
Unit Holders may also attend virtually through the Computershare Meeting Platform
https://meetnow.global/nz
. By accessing the meeting virtually, you will be able to watch the
Annual Meeting, vote and ask questions online. Instructions and further details on how to
participate virtually in the Annual Meeting are set out in the enclosed Virtual Meeting Guide. If
you wish to appoint a proxy to attend online on your behalf, please refer to the instructions set
out in the Procedural Notes in this Notice of Meeting.
We look forward to welcoming you to the 2022 Annual Meeting.

ANGELA BULL’S RE-ELECTION
At this year’s meeting, Unit Holders will be asked to consider approving the re-election of
Angela Bull as an Independent Director pursuant to Vital’s Trust Deed.
Biographical details for Angela Bull are set out in the Explanatory Notes in this Notice of
Meeting.


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

Graham Stuart
Independent Chair
NorthWest Healthcare Properties Management Limited
The Board unanimously recommends that unitholders vote IN FAVOUR of the re-election of
Angela Bull as an Independent Director.

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022




Formal Notice and Agenda

Notice is hereby given that the 2022 Annual Meeting of the Unit Holders of Vital Healthcare Property Trust will
be held in the Tuhono Room, Ground Lobby, HSBC Tower, 188 Quay Street, Auckland CBD on Thursday, 1
December 2022 commencing at 10.00am.
Unit Holders may attend virtually through the Computershare Meeting Platform
https://meetnow.global/nz
.

Agenda



INDEPENDENT CHAIR OF THE MANAGER PRESENTATION

FUND MANAGER PRESENTATION

ANNUAL FINANCIAL STATEMENTS
The annual financial statements of Vital Healthcare Property Trust for the year ended 30 June 2022 will be tabled at
the meeting.


RESOLUTION – RE-ELECTION OF INDEPENDENT DIRECTOR

To consider and, if thought fit, pass the following ordinary resolution:
That Angela Bull be re-elected as an Independent Director of NorthWest Healthcare Properties Management
Limited, the manager of the Vital Healthcare Property Trust.
See the Explanatory Notes for the biographical details of Angela Bull.

GENERAL BUSINESS
To consider any other matter that may be lawfully considered at the meeting.
By order of the Manager



Graham Stuart
Independent Chair

NorthWest Healthcare Properties Management Limited

Dated 1 November 2022
VITAL HEALTHCARE PROPERTY TRUST
NOTICE OF ANNUAL MEETING 2022

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022




Explanatory Notes

ELECTION OF INDEPENDENT DIRECTOR
The Trust Deed provides that the Board of NorthWest Healthcare Properties Management Limited (the Manager)
the manager of Vital Healthcare Property Trust (Vital) may appoint a person as Independent Director in certain
circumstances. Any person so appointed by the Board of the Manager shall hold office only until the next
annual meeting, but shall be eligible for re-election at that meeting.


Since the 2021 annual meeting, the Board of the Manager resolved to appoint Angela Bull as an Independent
Director to hold office until the next annual meeting in 2022.


Angela Bull is standing for re-election as an Independent Director at this year’s Annual Meeting. The
biographical details of Ms Bull are set out below.


No nominations for Independent Directors were received by the Manager this year prior to the closing date for
nominations and, as a result, no other person is eligible to be elected as an Independent Director at the Annual
Meeting.


The appointment of Ms Bull requires approval by way of an ordinary resolution, which means a resolution passed
by a simple majority of the votes of those Unit Holders entitled to vote and voting on the resolution. The
resolution will be passed if approved by ordinary resolution at the Annual Meeting.



If the Chair of the Annual Meeting, or any other director, is appointed to act as proxy and is not directed on how to vote, they will cast
the proxy
votes in favour of the appointment of Angela Bull.


BIOGRAPHICAL NOTES – ANGELA BULL
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 practiced
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.

The Board unanimously recommends the re-election of Angela Bull as an Independent Director.

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022



Procedural Notes

ATTENDANCE AND VOTING RIGHTS

1. Every Unit Holder is entitled to attend the Annual Meeting and
vote.

2. Voting will be by way of poll. On a poll, each Unit Holder has one
vote for each Unit.


3. As the Annual Meeting will be a hybrid meeting with
physical and online participants, a Unit Holder’s right
to vote may be exercised by:

a. attending and voting in person at the
meeting at Tuhono Room, Ground Lobby,
HSBC Tower, 188 Quay Street, Auckland CBD
on Thursday, 1 December 2022 commencing
at 10.00am; or

b. attending the meeting virtually and voting
online using the Computershare Meeting
Platform https://meetnow.global/nz
; or

c. appointing a proxy to attend and vote
on their behalf.

4. If you are attending the Annual Meeting and voting
in more than one capacity (e.g. also as proxy,
attorney or representative for one or more other Unit
Holders), you must fill out separate voting papers in
respect of each capacity in which you vote.

5. If you are attending the Annual Meeting virtually and
voting in more than one capacity (e.g., also as proxy,
attorney or representative for one or more other Unit
Holders), you will need to access the online meeting
separately to vote in respect of each capacity in
which you vote.

APPROVAL REQUIRED - ORDINARY
RESOLUTION
6. The resolution requires approval by way of an ordinary
resolution, which means a resolution passed by a simple
majority of the votes of those Unit Holders entitled to vote
and
voting on the resolution. The resolution will be passed if
approved by ordinary resolution at the Annual Meeting.
NO VOTING RESTRICTIONS
7. No voting restrictions apply to the
resolution.
ABSTENTIONS
8. Unit Holders that abstain from voting on the
resolution will not be counted when
determining the Unit Holders that have voted
on that resolution.

CHAIRPERSON
9. The c hairperson of the Annual
Meeting will be Graham Stuart,
the Chair of the Board of the Manager.
VIRTUAL ANNUAL MEETING
10. Unit Holders attending and participating in the Annual
Meeting virtually via the online platform will be able to
vote and ask questions during the Annual Meeting.
Instructions and further details on how to participate
virtually in the Annual Meeting are set out in the
enclosed Virtual Meeting Guide
.

ATTENDING IN PERSON

11. Unit Holders attending the Annual Meeting in person
should bring the enclosed proxy form to the Annual
Meeting and present the attendance slip at the
entrance to the Annual Meeting.
APPOINTING A PROXY
12. A Unit Holder entitled to attend and vote at the Annual
Meeting is entitled to appoint a proxy to attend the
meeting virtually and vote instead of the Unit Holder. A
proxy need not be a Unit Holder.

13. A Unit Holder may appoint the Chair of the Annual
Meeting, or another person, to act as proxy. If the
Chair of the Annual Meeting or an officer of Trustees
Executors Limited is appointed to act as proxy and is
not directed on how to vote, the proxy will vote in
favour of the resolution. If you do not name a person
as your proxy or your named proxy does not attend,
but you otherwise complete the proxy form in full
(including providing a voting direction), the Chair of
the meeting will act as your proxy and will vote in
accordance with your express direction.

14. A Unit Holder wishing to appoint a proxy should
complete and return the enclosed proxy form in
accordance with the instructions set out in paragraphs
15 to 17. Alternatively, a proxy can be appointed
online in accordance with the instructions set out at
paragraphs 18 and 19.

COMPLETION AND RETURN OF PHYSICAL
PROXY FORMS

15. All joint holders should sign the proxy form.

16. A proxy granted by a company must be signed by a
duly authorised officer or attorney who is acting under
the company’s express or implied authority.

17. If the proxy is signed under a power of attorney or
other authority, that power of attorney or other
authority or a copy of such power of attorney or
authority certified by a Notary Public or in such manner
as the Manager shall approve (unless previously
provided to the Manager) and a completed
certificate of non-revocation, must accompany the
proxy form.

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022














ONLINE PROXY APPOINTMENT

18. A Unit Holder entitled to attend the Annual Meeting and vote
may appoint a proxy online by visiting www.investorvote.co.nz
and following the prompts from there. Unit Holders completing
the online process will need to enter their CSN/Unit Holder
Number and their post code or country of residence (if outside
of New Zealand).
19. Online proxy appointment must be completed by no later
than 10.00am on Tuesday, 29 November 2022 (being 48
hours before the annual meeting).

Vital Healthcare Property Trust / the Manager


Phone: +64 9 973 7300


Computershare Investor Services Limited


Auckland
1142 New Zealand
Phone: +64 9 488 8777


Auckland 1010
PO Box 4197,

Phone: 0800 878 783

Bell Gully

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2022

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible unitholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a unitholder:
Select 'Unitholder' on the login screen and enter your
CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day
before
the meeting to access the online meeting. Click on
the link in the invitation to access the meeting.
Contact
If y
ou have any issues accessing the website please
call +64 9 488 8700.

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Proxy Form Signing Instructions
Set out below are the instructions for completing this form.
Individual
A unitholder wishing to appoint a proxy should complete this proxy form.
Joint Holding
All joint holders should sign this proxy form.
Power of Attorney
If this proxy form is signed under a power of attorney or other authority, that power of
attorney or other authority or a copy of such power of attorney or authority certified
by a Notary Public or in such manner as the Manager shall approve (unless previously
produced to the Manager) and a completed certificate of non-revocation must
accompany this proxy form.
Companies
A proxy granted by a company must be signed by a duly authorised officer or
attorney who is acting under the company's express or implied authority.
Comments & Questions
If you have any comments or questions, please write them on a separate sheet of
paper and return it with this form.
Returning your form
Completed proxy forms must be received by Computershare Investor Services
Limited at the mailing address, fax number or e-mail address shown above by
no later than 10.00am on Tuesday, 29 November 2022 (being 48 hours before
the meeting).
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Attending the Annual Meeting
Unitholders entitled to attend and vote at the Annual Meeting, may attend (a)
in person (b) online or (c) by appointing a proxy to vote on their behalf.
A unitholder who appoints a proxy will still be entitled to attend the meeting, but
will be unable to vote.
Attending and voting in person
If you plan to attend the meeting in person, please bring this Voting/Proxy Form with
you to the meeting as it contains your attendance slip. Please present your attendance
slip at the entrance of the meeting.
Attending and voting online
If you plan to attend the meeting online, please refer to the enclosed Virtual Meeting
Guide for more information.
Appointment of Proxy
As a unitholder entitled to attend and vote at the meeting, you may appoint a proxy to
attend and vote on your behalf. A proxy need not be a unitholder. You may complete
your proxy appointment either online at www.investorvote.co.nz in accordance with
the above instructions or by completing and returning this form.
A unitholder may appoint the Chair of the meeting, or another person, to act as proxy.
To do this, enter 'The Chair of the Meeting' or the name of your proxy in the space
allocated in 'Step 1' of this form.
Should you wish to direct the proxy how to vote, please indicate with a tick in the
appropriate box overleaf. If you do not provide a voting direction to the proxy, they will
vote at their discretion (or may not vote).
If you do not name a person as your proxy or your named proxy does not attend, but
you otherwise complete the proxy form in full (including providing a voting direction),
the Chair of the meeting will act as your proxy and will vote in accordance with your
express direction. If, however, no voting direction is provided, the Chair will vote in
favour of the resolution.
If additional matters are raised during the meeting which require a unitholder vote,
your proxy will be entitled to vote on these additional matters as he or she thinks fit.
No voting restrictions
No voting restrictions apply to the resolution.
Go online to lodge your proxy or turn over to complete the form
Voting / Proxy Form
Your secure access information
Control Number: CSN/Unitholder Number:
PLEASE NOTE: You will need your CSN/Unitholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy online.
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 10.00am on Tuesday, 29 November 2022.
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz

If your proxy is not the Chairperson of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Please note: This part of the form can only be used as voting instructions for a proxy vote or as a voting paper at the meeting. Please note that if Units are held jointly, the
voting instruction is given on behalf of each joint holder. Unless otherwise instructed, the proxy will vote (or choose not to vote) as he or she thinks fit. Should you wish to
direct the proxy to vote, please indicate with a tick in the appropriate box below.
If you wish, you may appoint as your proxy "The Chair of the Meeting". If the Chair is not directed, the Chair will vote in favour of the Resolution.
Capitalised terms used but not defined in this Voting / Proxy Form have the meanings given to them in the Notice of Meeting accompanying this form..
Unitholder 1 Unitholder 2 Unitholder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Unitholder/Unitholders This section must be completed.
SIGN
ATTENDANCE SLIP
Annual meeting of unitholders of Vital Healthcare Property Trust
to be held in the Tuhono Room, Ground Lobby, HSBC Tower,
188 Quay Street, Auckland CBD and virtually
through the online platform at https://meetnow.global/nz,
on Thursday, 1 December 2022 at 10.00am.
Voting / Proxy Form
Voting Instructions/Voting Paper
STEP 2
Proxy Form (for use if you are unable to attend the meeting and not submitting your vote online)
STEP 1
as my/our proxy to vote for me/us at the annual meeting of unitholders of Vital Healthcare Property Trust to be held at the Tuhono Room, Ground Lobby, HSBC
Tower, 188 Quay Street, Auckland CBD and virtually online through online platform https://meetnow.global/nz, on Thursday, 1 December 2022 at 10.00am and at
any adjournment of that meeting.
hereby appointof
or failing him/herof
being a Unitholder/Unitholders of Vital Healthcare Property Trust
ForAgainst
Proxy
Discretion
Abstain
Resolution
Tick þ in box to record your vote
That Angela Bull be re-elected as an Independent Director of NorthWest Healthcare Properties
Management Limited, the manager of the Vital Healthcare Property Trust.