Notice of 2025 Annual Meeting

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















3 October 2025

Vital Healthcare Property Trust advises that the following documents will be sent to Unit Holders today:

-Notice of Annual Meeting 2025;

-Virtual Meeting Guide; and

-Voting/Proxy Form.

The 2025 Annual Meeting of Unit Holders of Vital Healthcare Property Trust will be held in the Tūhono Room, Ground
Floor Lobby, HSBC Tower, 188 Quay Street, Auckland CBD on Thursday, 6 November 2025 commencing at
12.00pm. Unit Holders may also attend virtually through the Computershare Meeting Platform
https://meetnow.global/nz.

– ENDS –

ENQUIRIES
Chris Adams
Co-Head, ANZ, Northwest Healthcare Properties Management Limited
Tel +61 408 665 332, Email chris.adams@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 (~78%* of portfolio value), ambulatory care facilities (~18%* of
portfolio value) and life science facilities (4%* 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 (TSX: NWH-UN.TO), a global owner and manager of
healthcare infrastructure .
For more information, please visit our website: www.vhpt.co.nz
For more information about Northwest, please visit: www.nwhreit.com
__________________________________
* All figures are as at 30 June 2025, NZD/AUD exchange rate of 0.9275.
MARKET RELEASE

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Explanatory Notes

RE-ELECTION OF INDEPENDENT DIRECTOR
At the 2025 Annual Meeting, Unit Holders of Vital Healthcare Property Trust will have the
opportunity to consider and, if thought fit, approve the re-election of Angela Bull as an independent
director of Northwest Healthcare Properties Management Limited (the Manager) by way of
ordinary resolution.

Angela Bull was re-elected to the Board of the Manager in 2022. The other two independent directors
of the Manager have been re-elected by Unit Holders, since then: Dr Michael Stanford was re-
elected in 2023 and Graham Stuart was re-elected in 2024.

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 Dr Michael Stanford and Graham Stuart have each been re-elected by Unit Holders more
recently, Angela Bull will stand for re-election this year. To achieve this outcome, certain
coordinated steps will be taken, as was the case in 2024. 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 Angela Bull are set out below. The Board of the Manager has
determined that Angela Bull is an independent director for the purposes of the NZX Listing Rules.

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 Angela Bull 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 Angela Bull.
BIOGRAPHICAL NOTES – Angela Bull
Angela Bull is an independent director of Property for Industry (NZX:PFI), Channel Infrastructure
(NZX:CHI), Fulton Hogan and Foodstuffs South Island. She is also an independent director of Bayleys
Corporation and trustee of St Cuthbert’s College.

Angela is a former 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; a former Board member of the Property Council of New
Zealand; and a former independent director of the Real Estate Institute of New Zealand and
realestate.co.nz.

VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2025

The Board unanimously recommends the re-election of Angela Bull as an independent director.

Procedural Notes
ATTENDANCE AND VOTING RIGHTS
1.
Every Unit Holder is entitled to attend the Annual
Meeting and vote. No voting restrictions apply to the
resolution.

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

Tower, 188 Quay Street, Auckland CBD on
Thursday, 6 November 2025 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 15. Alternatively, a proxy can be
appointed online in accordance with the
instructions set out at paragraphs 16 and 17.

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.

15.
The completed proxy form must be returned to the
Registrar, Computershare Investor Services Limited, by
mail to Private Bag 92119, Victoria Street West,
Auckland, 1142. To be valid, it must be received by no
later than 12:00pm on Tuesday, 4 November 2025
(being 48 hours before the Annual Meeting).

ONLINE PROXY APPOINTMENT
16.
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).

17.
Online proxy appointment must be completed by no
later than 12:00pm on Tuesday, 4 November 2025
(being 48 hours before the Annual Meeting).









VITAL HEALTHCARE PROPERTY TRUST NOTICE OF ANNUAL MEETING 2025

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
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
Resol u
tions 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
Y
our Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
required meeting. Click 'JOIN MEETING NOW'.
If you are a Unit Holder:
Select 'Unit Holder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are ou
tside 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 a re a guest:
Select Guest on the login screen. As a guest, you
will be prompted to complete all the relevant
fields including title, first n ame, last name and
email address.
Plea
se note, guests will not be able to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
You will receive an email invitation the day before
t
he meeting to access the online meeting. Click
on the link in the invitation to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any i
ssues accessing the
website please call +64 9 488 8700.
Any eligible Unit Holder/proxy attending the
m
eeting remotely 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 '.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose t
o 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 version of Chrome, Safari or Edge.
Please ensure your browser is compatible.

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Proxy Form Signing Instructions
Set out below are the instructions for completing this form.
Individual
A Unit Holder 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 or e-mail address shown above by no later than
12.00pm on Tuesday, 4 November 2025 (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
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Attending the Annual Meeting
Unit Holders 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 Unit Holder 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 Unit Holder 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 Unit Holder. 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 Unit Holder may appoint the Chair of the Annual Meeting, or another person, to act
as proxy. To do this, enter 'The Chair of the Meeting' or the name of your proxy in the
space allocated in 'Step 1' of this form.
Should you wish to direct the proxy how to vote, please indicate with a tick in the
appropriate box overleaf. If you do not provide a voting direction to the proxy, they
will vote at their discretion (or may not vote). If the Chair of the Annual Meeting or an
officer of Trustees Executors Limited is appointed to act as proxy and is not directed on
how to vote, the proxy will vote in favour of the resolution.
If you do not name a person as your proxy or your named proxy does not attend, but
you otherwise complete the proxy form in full (including providing a voting direction),
the Chair of the meeting will act as your proxy and will vote in accordance with your
express direction. If, however, no voting direction is provided, the Chair will vote in
favour of the resolution.
If additional matters are raised during the meeting which require a Unit Holder 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/Unit Holder Number:
PLEASE NOTE: You will need your CSN/Unit Holder 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 12.00pm on Tuesday, 4 November 2025.
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz

If your proxy is not the Chair of the Annual 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..
Unit Holder 1 Unit Holder 2 Unit Holder 3
or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date
Signature of Unit Holder/Unit Holders This section must be completed.
SIGN
ATTENDANCE SLIP
Annual meeting of Unit Holders of Vital Healthcare Property Trust
to be held in the Tuhono Room, Ground Floor Lobby, HSBC Tower,
188 Quay Street, Auckland CBD and virtually
online through online platform https://meetnow.global/nz,
on Thursday, 6 November 2025 at 12.00pm.
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 Unit Holders of Vital Healthcare Property Trust to be held in the Tuhono Room, Ground Floor Lobby, HSBC
Tower, 188 Quay Street, Auckland CBD and virtually online through online platform https://meetnow.global/nz, on Thursday, 6 November 2025 at 12.00pm and at
any adjournment of that meeting.
hereby appointof
or failing him/herof
being a Unit Holder/Unit Holders of Vital Healthcare Property Trust
ForAgainst
Proxy
Discretion
Abstain
Ordinary 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.