Notice of 2024 Annual Meeting

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz
Managed by NorthWest Healthcare
Properties Management Limited
Page 1 of 1

MARKET RELEASE
11 October 2024
Further to our announcement on 4 October 2024 we provide a copy of the Notice of
Annual Meeting 2024 previously sent to Unit Holders.
The 2024 Annual Meeting of Unit Holders of Vital Healthcare Property Trust will be held in
the Seminar Room of the Starship Foundation, 111 Grafton Road, Auckland on
Wednesday, 6 November 2024 commencing at 12.00pm. Unit Holders may also attend
virtually through the Computershare Meeting Platform https://meetnow.global/nz.
– ENDS –
ENQUIRIES
Aaron Hockly
Fund Manager, Vital Healthcare Property Trust
Tel 09 973 7301, Email aaron.hockly@nwhreit.com
Michael Groth
Chief Financial Officer, Northwest Healthcare Properties Management Limited
Tel +61 409 936 104, Email michael.groth@nwhreit.com
About Vital (NZX code VHP):
Vital Healthcare Property Trust is an NZX-listed fund that invests in high-quality healthcare properties
in New Zealand and Australia including private hospitals (~83%* of portfolio value) and ambulatory
care facilities (~17%* of portfolio value).
Vital is the leading specialist listed landlord of healthcare property in Australasia.
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
__________________________________
* All figures are indicative, as at 30 June 2024

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VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2024












2024
Business

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 2024 will
be tabled at the meeting.

RESOLUTION – RE-ELECTION OF
INDEPENDENT DIRECTOR

To consider and, if thought fit, pass the
following ordinary resolution:
That Graham Stuart 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 further
information.

GENERAL BUSINESS

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

Time and Date 12.00 pm Wednesday, 6 November 2024

Location Seminar Room of the Starship Foundation, 111 Grafton Road, Auckland

Virtual Meeting Unit Holders may attend virtually: https://meetnow.global/nz
For information on how to participate in the meeting virtually, please refer to the Procedural Notes.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2024

Explanatory Notes
RE-ELECTION OF INDEPENDENT DIRECTOR
At the 2024 Annual Meeting, Unit Holders of Vital Healthcare Property Trust will have the opportunity to consider
and, if thought fit, approve the re-election of Graham Stuart as an independent director of Northwest
Healthcare Properties Management Limited (the Manager) by way of ordinary resolution.

Graham Stuart was appointed to the Board of the Manager in 2018 and last stood for re-election in 2020. The
other two independent directors of the Manager have been re-elected by Unit Holders since then: Angela Bull
was re-elected in 2022 and Dr Michael Stanford was re-elected in 2023.

The Trust Deed of Vital Healthcare Property Trust provides that Unit Holders are entitled to appoint two
independent directors to the Board of the Manager and that at each annual meeting, one of the two will retire,
but may stand for re-election. The shareholder of the Manager may appoint further independent directors and
there are, in fact, three independent directors. The Board of the Manager considers that independent directors
should be treated equally and that Unit Holders should have the opportunity to vote on the appointment of
each of them on an even rotational basis.

Given Angela Bull and Dr Michael Stanford have each been re-elected by Unit Holders more recently, Graham
Stuart will stand for re-election this year. To achieve this outcome, certain coordinated steps will be taken, as
was the case in 2023. Effectively these steps involve an annual rotation of the three independent directors such
that, at any time, two have been appointed by Unit Holders and the third has been appointed by the
Manager’s shareholder.

The biographical details of Graham Stuart 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 Graham Stuart requires approval by way of an ordinary resolution. See the Procedural
Notes for further details on the ordinary resolution.


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 Graham Stuart.

BIOGRAPHICAL NOTES – Graham Stuart
Graham Stuart is an experienced corporate director with an established track record of performance in
governance and in prior executive roles. He is currently an Independent Director and Chair of the Audit
Committee at Tower Limited, Director of Ravensdown Limited and Director of Dairy Goat Co-operative (N.Z.)
Limited.

He was previously the CEO of Sealord Group from 2007 to 2014 and Director, Strategy and Growth and CFO of
Fonterra Co-operative Group from 2001 to 2007 and Independent Chair of EROAD Limited.

Graham is a Fellow of Chartered Accountants Australia & New Zealand (CAANZ) and has a Master of Science
degree from Massachusetts Institute of Technology and a Bachelor of Commerce with First Class Honours from
the University of Otago.

The Board unanimously recommends the election of Graham Stuart as an independent director.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2024

Procedural Notes
ATTENDANCE AND VOTING RIGHTS
1. Every Unit Holder is entitled to attend the Annual
Meeting and vote.
2. 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.
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 in
the Seminar Room of the Starship Foundation, 111
Grafton Road, Auckland on Wednesday, 6
November 2024 commencing at 12.00 pm; 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.
Voting will be by way of poll.
CHAIRPERSON
7. The chairperson of the Annual Meeting will be Graham Stuart,
the Chair of the Board of the Manager.
VIRTUAL ANNUAL MEETING
8. Unit Holders attending and participating in the
Annual Meeting virtually will be able to vote and ask
questions during the meeting. Please see the
enclosed Virtual Meeting Guide for further details.

APPOINTING A PROXY
9. A Unit Holder entitled to attend and vote at the
Annual Meeting is entitled to appoint a proxy to
attend the meeting virtually or in person and vote
instead of the Unit Holder. A proxy need not be a
Unit Holder.
10. 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.
11. 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 12 to 14. Alternatively, a proxy can be
appointed online in accordance with the
instructions set out at paragraphs 15 and 16.
COMPLETION AND RETURN OF PHYSICAL
PROXY FORMS
12. All joint holders should sign the proxy form.
13. 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.
14. 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.
ONLINE PROXY APPOINTMENT
15. 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).
16. Online proxy appointment must be completed by no
later than 12:00pm on Monday, 4 November 2024
(being 48 hours before the Annual Meeting).

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2024



VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2024