FY26 Annual Results: Essential Healthcare Infrastructure

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NZX RELEASE




13 August 2026

FY26 Annual Results
Essential Healthcare Infrastructure

Vital Healthcare Property Trust (Vital) is pleased to report its financial results for the 12
months ended 30 June 2026.
FY26 was a transformational year for Vital, marked by the transition to an internalised
management model on 1 January 2026. Internalisation has strengthened governance,
increased alignment with Unit Holders and established a scalable operating platform that
positions Vital to capture the full benefits of future growth and value creation.
FY26 highlights include:
Financial:
 AFFO increased to $86.9 million (+23.5%) or 11.50 cents per unit (+10.5%)
 Net property income up 9.0% to $162.2 million, with like-for-like income growth of
4.1%, on a constant currency basis
 Distributions maintained at 9.75 cents per unit on an AFFO payout ratio of 84.8%
 Management Expense Ratio of 0.53% following Internalisation
Portfolio:
 27,600 square metres of leasing activity completed delivering portfolio occupancy
of 97.2%
 Unrealised portfolio valuation gain of $60.1 million
 Key hospital operator partners trading at Vital’s benchmark 50% rent/EBITDAR
 GRESB Global Sector Leader for ESG in Listed Healthcare for Standing Investments
and Development

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Development:
 Completed three developments at a total cost of $229.1 million
 Coomera Health Campus – Stage 1 (QLD) (A$47.5 million
1,2
) and Macarthur Health
Precinct – Stage 2 (NSW) (A$103.0 million
1
) developments activated
 RDX (QLD) and Endoscopy Auckland (Auckland) awarded Green Star certification
3

Capital Management:
 $1.4 billion of debt refinanced on improved terms and no debt maturities before
April 2028
 Completed $97.9 million of asset recycling divestments
 Gearing down to 39.6% (from 42.1%)
4


CEO, Chris Adams said:
“FY26 was a defining year for Vital. The business is now internally managed which fully
aligns the Board, management and Unit Holders. We have delivered on the commitments
made at the time of the internalisation transaction.
We have also continued to execute our development pipeline to unlock embedded
value and progress projects where we see opportunities to create attractive long-term
returns alongside leading healthcare operators.
Vital paid distributions of 9.75 cents per unit which were underpinned by a reported AFFO
of 11.50 cents per unit, representing an AFFO payout ratio of 84.8%.
The fundamentals of the Vital portfolio remain attractive, whereby the non-discretionary
nature of healthcare continues to support our earnings via quality healthcare
infrastructure.”



1
Excluding land costs
2
Includes A$7.3m of sitewide future costs not allocated to Stage 1
3
6 Star Green Star Design & As-Built v1.3 Certification (Green Building Council of Australia) and 5 Star Green Star Design & As
Built v1.0 certification (New Zealand Green Building Council) respectively
4
Calculated in accordance with Vital’s Trust Deed

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Financial performance
Vital’s quality portfolio has again underwritten its FY26 financial performance.
Net property income increased to $162.2 million, an increase of 9.0% over the prior
corresponding period (pcp). On a like-for-like, constant currency basis, net property
income increased 4.1%, reflecting strong contracted rental growth.
Adjusted Funds From Operations (AFFO) increased to $86.9 million, an increase of 23.5%
versus pcp. AFFO per unit was up 10.5% to 11.50 cents, driven by net property income
growth, the benefits of internalisation and lower tax from the deductible internalisation
payment, partially offset by higher interest rates. Underlying AFFO, excluding the
internalisation tax benefit, was 10.60cpu.
Distributions of 9.75cpu were paid for the year, representing a AFFO payout ratio of 84.8%.

FY26 FY25
Net property income $162.2m $148.8m
AFFO - 12 months ($m) $86.9m $70.4m
AFFO - 12 months (cpu) 11.50c 10.41c
Underlying AFFO – 12 months (cpu) 10.60c 10.41c
Distributions (cpu) 9.75c 9.75c
NTA (pu) $2.41 $2.47
Portfolio continues to perform
Vital’s strategy of actively recycling capital and reinvesting through development and
asset enhancement initiatives continued to support portfolio performance. Hospital
operating partners maintained solid operating metrics, with portfolio rent coverage
trading at Vital’s benchmark level of 50% rent-to-EBITDAR.
Occupancy across portfolio was 97.2% reflecting more than 27,600 square metres of
leasing activity completed during the period and the completion of RDX. Weighted
average lease expiry was 18.1 years.
Leasing demand at RDX is encouraging, with binding leases, conditional Heads of
Agreement and commercial negotiations over approximately 70% of net lettable area.
Whilst conversion is work-in-progress, with underlying occupancy currently at 13% and
Northwest’s income guarantee underwriting approximately 52% of net income until
February 2027, we maintain the expectation that RDX will require approximately 18 months
following completion to achieve stabilised occupancy.

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Independent property valuations were completed on 85.0% of the portfolio, resulting in an
unrealised gain of $60.1 million. Vital’s property portfolio capitalisation rate remained
stable at 5.54%, reflecting stabilising conditions.
Executing the development pipeline
Development remains a key component of Vital’s strategy to enhance portfolio quality
and grow Unit Holder returns. During the year, Vital completed three developments at
Boulcott Hospital (Wellington), Endoscopy Auckland (Auckland) and RDX (QLD),
representing a total investment of $229.1 million.
In line with expectations outlined at the time of internalisation Vital activated the A$47.5
million
1,2
Coomera Health Campus (Stage 1) (QLD) and the A$103.0 million
1
Macarthur
Health Precinct (Stage 2) (NSW). These projects form part of a $247.4 million committed
development programme across 7 projects, with $187.7 million remaining to be invested.
Upon completion, the pipeline is expected to support long-term earnings growth and
further strengthen the portfolio.
Disciplined capital management
Vital continued to actively manage its capital position to support delivery of its strategy
while maintaining balance sheet flexibility.
Improved funding terms were achieved through the refinance of approximately $1.4
billion of debt facilities, extending weighted average debt duration to 4.3 years, with no
maturities before April 2028. Asset sales generated proceeds of $97.9 million, providing
capital for reinvestment into new high-quality developments.
Gearing reduced to 39.6%
4
while the weighted average cost of debt increased modestly
to 5.06%, from 4.90% in FY25. As at 30 June 2026 80% of Vital’s borrowings are hedged at
an average fixed rate of 3.45% with a weighted average interest rate hedge duration of
2.4 years.
Board and governance strengthened
Following the internalisation of management, Vital’s governance framework has been
strengthened, with the Board assuming direct oversight of strategy and capital allocation.
The Board has also announced the appointment of Mark Menhinnitt as an independent
director, effective 1 September 2026, bringing extensive trans-Tasman property, capital
markets and construction expertise.
Outlook and guidance
Demand for essential healthcare infrastructure across New Zealand and Australia
continues to be underpinned by favourable long-term trends, including population
growth, an ageing population and increasing demand for healthcare services. As the only

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specialist NZX-listed owner of healthcare infrastructure, Vital is uniquely positioned to
benefit from these enduring sector fundamentals.
Chris Adams said:
“Vital is well positioned to capitalise on the strong foundations established following
internalisation. During FY27 we remain focused on executing our development, leasing
and capital allocation priorities, while continuing to enhance the quality and earnings
profile of the portfolio.
We have a high-quality portfolio, a committed development pipeline and long-term
partnerships with New Zealand and Australia’s leading healthcare operators. Disciplined
capital allocation remains a key priority as we seek to create long-term value for Unit
Holders.”
The Board has provided FY27 distribution guidance of 9.75 cents per unit (payable
quarterly) and will review this as development leasing progresses.

Conference call and webcast
A conference call and webcast are scheduled for 10:00am (NZST) today. Participants are
encouraged to pre-register for the event to avoid delays.
Conference call
Conference call participants can register by navigating to:
https://s1.c-conf.com/diamondpass/10050280-om1tb8.html
Please note that registered participants will receive a personal pin upon registration
allowing direct entry to the call.
Webcast
Presentation slides and audio can be viewed by copying the following URL into your
internet browser:
https://s1.c-conf.com/diamondpass/10050280-om1tb8.html
You will be required to input your name, email address and company name to register for
the webcast.
A copy of the webcast will be available on Vital’s website later in the day at:
www.vhpt.co.nz
– ENDS –

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ENQUIRIES
Chris Adams
Chief Executive Officer, Vital Healthcare Properties Management Limited
Tel +61 408 665 332, Email chris.adams@vhpt.co.nz

Michael Groth
Chief Financial Officer, Vital Healthcare Properties Management Limited
Tel +61 409 936 104, Email Michael.groth@vhpt.co.nz

Jarrod Gill
Head of Investor Relations, Vital Healthcare Properties Management Limited
Tel +61 408 612 998, Email jarrod.gill@vhpt.co.nz


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 (~79%* of portfolio
value), ambulatory care facilities (~17%* of portfolio value) and life science facilities (4%*
of portfolio value).
Vital is the leading specialist listed landlord of healthcare property in Australasia.
For more information, please visit our website: www.vhpt.co.nz
* All figures are as at 30 June 2026, NZD/AUD exchange rate of 0.8213.

---

FY26
Annual Results
Presentation
Essential Healthcare Infrastructure
13 AUGUST 2026
Endoscopy Auckland, Auckland

Contents
Building a Stronger Vital 3
Why Invest in Vital? 4
FY26 Highlights 5
Financial Results and Capital Management 7
Portfolio 13
Developments 17
Outlook and Guidance 21
Appendices 23
Michael Groth
CHIEF FINANCIAL OFFICER
Chris Adams
CHIEF EXECUTIVE OFFICER
Presenters
Boulcott Hospital, Wellington
All values in this presentation are in NZ dollars, unless stated otherwise.
VITAL HEALTHCARE PROPERTY TRUST
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Ormiston Hospital, Auckland
Building a Stronger Vital
Positioned to deliver long-term Unit
Holder returns
�
Removed variable third-party management fees
�
Dedicated management team with performance
linked remuneration
�
Scalable operating platform with inflation
linked income on non-discretionary healthcare
infrastructure
Unrivalled trans-Tasman capability
�
Only specialist trans-Tasman focused, NZX-listed
owner of healthcare infrastructure
�
Competitive advantage underpinned by 25+ years
of sector investment, relationships and management
expertise
�
Healthcare sector has a high barrier to entry due to
specialist expertise
A fully aligned business
�
Internally managed
�
Enhanced governance
�
Expanded board skills & experience
A return to sector fundamentals
�
Based on publicly available information the Healthscope
receivership process is nearing a conclusion
Vital is well hedged
�
Vital maintains a disciplined hedging program to mitigate
interest rate risk and FX transaction exposure
Northwest ownership
�
Following internalisation, Northwest maintains an
ownership position in VHP units (~23.8%)
�
Future decisions regarding this investment are independent
of Vital
�
The Board and management remain focused on executing
Vital's strategy, broadening the investor base and
enhancing liquidity through disciplined and sustained
delivery of long-term value
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Why Invest in Vital?
Vital has delivered on internalisation and offers investors a combination of attractive,
non-discretionary healthcare income and a pipeline of future opportunities
Superior long-term earnings
18.1 years WALE, significantly longer than our NZX
peers
Favourable sector fundamentals
Defensive sector underpinned by a growing and
ageing population
Scale and diversified portfolio
$3.5b portfolio, 34 healthcare properties and ~2,000
licensed beds
Long-term infrastructure partnerships
With leading New Zealand and Australian healthcare
operators
Attractive entry point
Trading at a ~20% discount to NTA
1
, with portfolio
valuation capitalisation rates stable year-on-year
Attractive yield
50-100bps > 10yr NZ government bond yield, with
capital growth and brownfield development upside
Ekera Medical Centre, VIC
1
as at 11 August 2026
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FY26
Highlights
Playford Health Hub, SA

1
On a constant currency basis
2
Including land costs
$97.9m
realised from FY26
asset sales at a
~4% discount to
book value
$1.4b
of debt facilities
refinanced on
improved terms
4 .1%
increase in
like-for-like net
property income
1
recognised as a Global
Sector Leader - Listed
Healthcare by GRESB for
ESG in Standing Investments
& Developments
completed
developments
for total cost of
$229.1m
2
3
97. 2%
portfolio occupancy
Operational performance highlights the essential nature of
healthcare infrastructure and execution of the development
pipeline for long-term Unit Holder value
GenesisCare Integrated Cancer
and Health Centre, NSW
DPU maintained,
84.8% AFFO
payout ratio
9. 75cpu
4.3 years
weighted average debt
duration – no maturities
before April 2028
FY26 Highlights
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Financial Results
and Capital
Management
Ormiston Hospital, Auckland

Strong net property income and AFFO growth
FY26FY25(%) CHANGE
Net property income162 , 217148,834 9. 0 %
Net fee and other income1,287--
General & administrative expense(20,355)(23,204)
12 . 3 %
Realised transaction gains / (losses) on FX derivatives(1, 489)(151)N.M.
2
Strategic transaction costs (internalisation)(214,653)(2,872)N.M.
2
Net finance expenses(54,255)(4 5,16 9) 2 0 .1%
Operating profit before tax and other income(12 7, 2 4 8 )77,438N.M.
2
Property revaluations and other income7 7, 3 0 4(12 5 , 231)N.M.
2
Profit before income tax(49,94 4)( 4 7, 7 9 3 ) 4.5%
Adjusted funds from operations (AFFO)86,91870,369
23.5%
Adjusted funds from operations (cpu)11. 5 0 c10. 41c
10. 5%
Proforma adjusted funds from operations (cpu)10.60c10. 41c
1.8%
Distributions per unit (cpu)9. 75 c9. 75 c -
AFFO payout ratio84.8%93.6%
8.8%
All values shown as $000s, unless stated otherwise
Average NZD/AUD exchange rate in the period0.8627 0 .9121
9.0%
NET PROPERTY
INCOME GROWTH
10. 5% / 84.8%
AFFO (CPU) GROWTH
/ PAYOUT RATIO
�
Positive outcomes from market rent
reviews and development rent
�
Higher interest expense as
developments complete
�
Internalisation expense tax benefit
recognised
�
Significantly reduced third-party
management fees during FY26
and nil ongoing expense in FY27
�
Management Expense Ratio
(MER) of 0.53% (annualised)
1
1
Calculated as a % of average gross asset value across FY26. Detailed MER calculations are provided on slide 33
2
Not meaningful
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4 .1% like-for-like NPI growth due to strong leasing and rent reviews
20
0
40
80
100
60
12 0
14 0
18 0
16 0
FY25AcquisitionsDevelopment
income
1
Rent reviews &
leasing activity
Disposals
2
Amortisations
& other
3
Foreign
exchange
FY26
148.8
-
(0.3)
5.9
162.2
6 .1
6 .1(4.5)
NET PROPERTY INCOME BRIDGE
($M)
+9.0% GROWTH (INCL. FX) / +5.0% (EXCL. FX)
INCOME FROM COMPLETED
DEVELOPMENTS
6 projects contributed to $6.1m of
additional income since FY25
RENT REVIEWS AND
LEASING ACTIVITY
Market reviews on ~26% of the
portfolio, achieving an average
overall increase of 2.9%
DISPOSALS
$97.9m of asset sales undertaken in
FY26 for strategic capital recycling
1
Incremental development cost rentalisation driven by RDX, Boulcott Hospital, Endoscopy Auckland, Grace Hospital, Maitland Private Hospital and Wakefield Hospital
2
Disposals of assets; Toronto Private Hospital, Kawarau Park (50%), 15-19 George St, and Woolloongabba Land
3
Amortisation, non-recurring R&M and abatements
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FY26FY25(%) CHANGE
Investment properties
1
3 , 521, 6153,211,860 9.6%
Other assets95,05336,232
162.3%
Bank debt1,433,3771,368, 4 49
4.7%
Other liabilities235,0712 0 0 ,128
1 7. 5 %
Debt to gross assets
2
39. 6%42 .1% 2.5%
Unit Holder funds1,948,2201, 679, 515
16 .0 %
Units on issue (000s)8 0 7, 1 2 7678,896
18 .9 %
Net tangible assets ($/unit)2 . 412.47
2.3%
All values shown as $000s, unless stated otherwise
Period end NZD/AUD exchange rate0 . 82130.9275
5.54% WACR
�
Nil movement vs. 30 June 2025
�
85% of stabilised properties (by
value) independently valued
in FY26
39.6% gearing
(debt to gross assets)
�
Reduced 250 basis points
�
Driven by equity raise, asset
sale proceeds and valuation
growth from rent reviews
$2.41
NTA per security
�
post internalisation settlement
and equity raise
Balance sheet flexibility with
disciplined capital management
1
Includes properties held for sale
2
Calculated in accordance with Vital's Trust Deed
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Vital's debt is supported by income which is
transparent, long dated and defensive
1
Calculated in accordance with Vital's Trust Deed
39.6%
4.3 years
$165.0m
2.7x
$913.2m
$97. 4m
GEARING
1
WEIGHTED AVERAGE
DEBT MATURITY
UNDRAWN
FACILITY LIMIT
INTEREST COVER
TOTAL DEBT ABLE TO BE
DRAWN IN MULTICURRENCY
COMMITTED BUT
UNACTIVATED FACILITIES
�
Total debt facilities of $1.6b
�
Strong banking partner support and appetite
�
No debt maturing before April 2028
DEBT MATURITY PROFILE – 30 JUNE 2026 ($M)
ANZBOCBNZCA CIBCBAHSBCICBCWBC
$-
$100
$200
$300
$400
$500
$600
$700
$800
FY26FY27FY28FY29FY30FY31FY32FY33
(FY25: 42.1%)
(FY25: 3.8yrs)
(FY25: $56.8m)
(FY25: 3.0x)
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Interest rate costs substantially hedged to help manage risk
80%
Hedged
72%
Hedged
55%
Hedged
11%
Hedged
3.45%
3.49%
3.58%
4.01%
FY26FY27FY28FY29
80% at 3.45%
HEDGED AT
30 JUNE 2026
55% at 3.58%
HEDGED AT 30 JUNE 2028
72% at 3.49%
HEDGED AT 30 JUNE 2027
2.4 years
WEIGHTED AVERAGE INTEREST
RATE HEDGE DURATION
Contracted hedging based on drawn debtAdditional potential hedging exercisable at counterparty's election
Note: Hedged interest rate includes contracted hedging only and excludes borrowing margin
INTEREST RATE HEDGING COMPLETED IN THE PERIOD,
DELIVERING INTEREST RATE PROTECTION IN LATER YEARS
$5 41m
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Wakefield Hospital, Wellington
Portfolio

WA
NT
SA
NSW
TAS
VIC
QLD
4%
9%
23%
13%
21%
28%
2%
Vital's tenants are some of the largest healthcare operators
across New Zealand and Australia
GEOGRAPHIC DIVERSIFICATION
(BY VALUE)
Our leases support income growth and our
operators continue to perform well
of leases have fixed or
CPI rent reviews in FY27
(78.6% are CPI linked)
of leases have market
reviews in FY27
operator
profitability
MAJOR TENANTS % OF PORTFOLIO INCOME
�
Aurora Healthcare 17. 5%
�
Healthe Care 17. 3%
�
Evolution Healthcare 15.0%
�
Epworth HealthCare 14.4%
�
Allevia Health 4.5%
�
Southern Cross 3.0%
�
Burnside 3.0%
�
GenesisCare 2.5%
�
Boulcott Hospital 2.4%
�
Avive Health 1 .1%
�
Other 19. 3%
9 3 .1 %6 .1%
50%
97.2%
PORTFOLIO
OCCUPANCY
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Highly visible, non-discretionary income
During FY26, over
27,600sqm was leased,
extended or renewed
through active asset
management
0.0%
20.0%
10.0%
30.0%
50.0%
70.0%
80.0%
40.0%
60.0%
90.0%
FY27FY28FY29FY30FY31FY32FY33FY34FY35FY36FY37+
Percentage of portfolio
(by income)
Total expiry10 Year Average
1.98%
<2.0%
>80%
average annual lease expiry
over the next 10 years
1
of leases not due to expire until
after FY37
1
As a % of portfolio income
0. 0%
2. 5%
5. 0%
7. 5%
10 .0 %
Percentage of portfolio
(by income)
Total expiryLargest single rent expiring10 Year Average
1.98%
FY27FY28FY29FY30FY31FY32FY33FY34FY35FY36
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Two developments completed in FY26 achieved
Green Star 'Design & As Built' certification
Sustainability achievements
BETTER ENERGY PERFORMANCEBETTER ENERGY PERFORMANCE
FIRST 5 STAR GREEN STAR CERTIFIED PRIVATE
HOSPITAL UNDER NZGBC D&AB V1.0
ENERGY FROM
RENEWABLE SOURCES
REPRESENTS 'WORLD LEADERSHIP' FROM
GREEN BUILDING COUNCIL OF AUSTRALIA
LOWER PORTLAND CEMENT
CONTENT
LOWER EMBODIED EMISSIONS
MACARTHUR HEALTH
PRECINCT – STAGE 2
Registered for 5 Star Green
Star rating
COOMERA HEALTH
CAMPUS – STAGE 1
Registered for 5 Star Green
Star rating
RDX, QLD
ENDOSCOPY
AUCKLAND, NZ
25%58%
20%30%
10 0%
Two developments targeting 5 Star Green
Star rating commenced in FY26
VITAL'S FIRST 5 STAR GREEN STAR CERTIFIED
BUILDING IN NEW ZEALAND
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Coomera Health Campus, QLD
(Artist's impression)
Developments

Development update
Endoscopy Auckland, Auckland
$58.1m
DEVELOPMENT
SPEND (FY26)
$24 7. 4m
DEVELOPMENTS
COMMITTED
6.3%
AVERAGE FORECAST
FULLY LEASED
DEVELOPMENT YIELD
DEVELOPMENTS
COMPLETED
3
$187.7m
REMAINING TO
BE SPENT
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1
Includes A$7.3m of sitewide future works not allocated to Stage 1
2
Includes tenant incentives, leasing and downtime costs to achieve full building occupancy
Committed Developments
Total cost excl. landTotal cost excl. land
A$47.5m
1

,2
A$103.0m
2
�
Located in one of Australia's fastest growing
regions and adjacent to the under construction
$2.3b, 600 bed Coomera Public Hospital
�
3 level ambulatory care facility offering primary
care, allied health, specialist consulting and
complementary health services
�
~37% pre-committed
�
Targeting a 5 Star Green Star rating
�
Co-located with GenesisCare Integrated Cancer &
Health Centre, completed by Vital in Stage 1
�
To deliver a short stay surgical hospital (anchored by
Ramsay Health Care) and medical outpatient building in
Stage 2 of multi-stage precinct
�
Sonic Healthcare and Lumus Imaging are also committed
�
~35% pre-committed
�
Targeting a 5 Star Green Star rating
FORECAST PRACTICAL
COMPLETION
Mid-late CY27
FORECAST PRACTICAL
COMPLETION
Early CY28
2626
Coomera Health Campus - Stage 1Macarthur Health Precinct - Stage 2
Disciplined
healthcare
infrastructure
delivery, in the
best locations
Artist's impressionArtist's impression
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Developments completed during FY26
Boulcott Hospital ExpansionEndoscopy Auckland RDX
Asset TypeHospital (Acute)Ambulatory CareLife Science
Total Cost
1
$24.8m$32.2mA $13 4 . 2m
Net Project Yield~6.0%~5.4%~5.6%
Completion DateJuly 2025September 2025
2
February 2026
DescriptionThis complex refurbishment and expansion included 2
additional operating theatres, increased capacity within
the day stay and recovery units, a new kitchen and
associated support services.
This ~1,400sqm endoscopy and day surgery facility is
operated by a joint venture between Evolution Healthcare
and Allevia Health.
Nine level research and development centre of excellence
and three level, 181 bay basement car park.
�
NOI guarantee 52% (expiring 2 February 2027)
�
Binding leases, conditional Heads of Agreement and
commercial negotiations over approximately 70% of
net lettable area (committed occupancy 13%)
�
RDX will require approximately 18 months following
completion to achieve stabilised occupancy
1
Excluding land costs
2
24 Kipling on grade carpark achieved practical completion in December 2025
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RDX (Gold Coast Health & Knowledge Precinct), QLD
Outlook and
Guidance

Ormiston Hospital,
Auckland
FY27 distribution guidance of 9.75cpu
Distributions will be reviewed as development leasing progresses
Guidance
Outlook and Guidance
Execute our development pipeline, including key projects at Coomera
Health Campus and Macarthur Health Precinct, for long-term Unit
Holder returns
Continue to deliver on development leasing (including RDX) to
achieve stabilised building occupancy
Continue to deliver on our portfolio optimisation strategy
Maintain a disciplined balance sheet
Our priorities for FY27 are clear
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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22

GenesisCare Integrated Cancer & Health Centre, NSW
Appendices

Committed developments – New Zealand and Australia developments
enhance earnings growth and improve asset quality
ALL VALUES SHOWN IN $MDESCRIPTION OF WORKSDEVELOPMENT
COST
1
LAND
VALUE
SPEND
TO DATE
COST TO
COMPLETE
FORECAST
NET RETURN
FORECAST
COMPLETION DATE
STATUS
AUSTRALIA
Macarthur Health Precinct - Stage
2 (NSW)
~9,300sqm, six-level short stay surgical
hospital and medical outpatient building
103.09.24.09 9.06.4%
2
Early CY28Site establishment is complete and demolition works
will commence in August 2026
Coomera Health Campus - Stage
1 (QLD)
~4,180sqm, three-level ambulatory care
facility and 149 on grade car parks to
establish Stage 1 of the broader health
campus
4 7. 5
3
5.03.843.76.5%
4
Mid-late CY27Construction commenced in April 2026. In-ground
and sub-structure works continue
RDX - Consulting Suite Fitout (QLD)
5
Level 2 consulting suite fitout4.0-1.82.26.4%Mid-late CY26Fit-out works will be complete in August 2026
Total Australian Developments A$154 . 414 . 29. 614 4 .96.4%
Total Australian Developments NZ$
6
188.017. 311. 7176 . 36.4%
NEW ZEALAND
Grace Stage 1 (TRG)Fitout of 2 theatres, endoscopy and 10
beds
36.7-36.70.05.5%Jul-26Reached practical completion on 6 July 2026
Grace PACU (TRG)Refurbishment of Post Anaesthesia Care
Unit
3.5-0.43.16.4%Early-mid CY27PACU construction works will commence in mid-
August 2026 and be completed in March 2027
Wakefield Level 5 Expansion
(WGN)
34 bed ward expansion of Level 5 shell
space
11 . 5-10.31.27. 0 %Late CY26Operational under early occupation, lease
commenced in December 2025
Wakefield Hospital, Building L
Endoscopy (WGN)
Refurbishment of endoscopy suite7. 6-0.67. 06.5%Early CY27Internal demolition works are complete. Fit-out
works will commence in mid-August 2026 and be
completed in March 2027
Total New Zealand Developments NZ$59. 4-48.011. 45.9%
Total Developments in NZ$
6
2 4 7. 417. 359. 718 7. 76.3%
1
Excluding land costs
2
Fully leased initial yield
3
Includes A$7.3m of sitewide future works not allocated to Stage 1
4
Fully leased initial yield on project excluding A$7.3m of sitewide future works
5
An additional A$2.1m for Tranche 2 is conditionally approved pending binding lease
commitments of >50%
6
A$ converted at 30 June 2026 spot rate 0.8213
Figures above may not sum due to rounding
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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24

Adjusted funds from operations (AFFO)
FY26 (PROFORMA)
FY26FY25(%) CHANGE
Operating profit before tax and other income(12 7, 2 4 8 )(12 7, 2 4 8 )7 7, 4 3 8N.M.
2
Add/(deduct):
Current tax expense(12, 4 8 9)( 7, 9 3 3 )(15, 5 4 6)
49.0%
Current tax on strategic and internalisation expenses214,653214,6532,848N.M.
2
Amortisation of borrowing costs2,14 02,14 02,094

2.2%
Amortisation of leasing costs/tenant inducements3, 6 513, 6 513,604
1.3%
Current tax expense/(benefit) on asset disposals5502 , 8151, 214
131.9%
IFRS 16 operating lease accounting(537)(537)(117 )N.M.
2
Other adjustments
1
846846(59)N.M.
2
Funds from operations (FFO)81, 56688,38771, 476
23.7%
Add/(deduct):
Actual capex and leasing from continuing operations(1, 4 6 9)(1, 4 6 9)(1,10 8)
32.6%
Adjusted funds from operations (AFFO)80,09786,91870,368
23.5%
AFFO (cpu)10.60c11 . 5 0 c10 . 41c
10. 5%
Distribution per unit (cpu)9. 75c9. 75c9. 75c-
AFFO payout ratio92.0%84.8%93.6%
8.8%
All values shown in $000s, unless stated otherwise
Units on issue - diluted (weighted average, 000s)755,951755,951675,89 9
10.5%
AFFO (CPU) GROWTH
84.8%
AFFO PAYOUT RATIO
Includes
internalisation
expense tax benefit
1
Includes share based payments expense, reduction of contract asset, current tax expense from FX of borrowings and gains on property divestments
2
Not meaningful
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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25

$2.47
($0.32)
($0.01)
$0.07
$0.02
$0.18
$2.41
$1.80
$1.90
$2.00
$2.10
$2.20
$2.30
$2.40
$2.50
$2.60
$2.70
$2.80
30 June 2025Internalisation
transaction
Units issued - DRPProperty
revaluations
Interest rate swapsCurrency translation30 June 2026
NET TANGIBLE
ASSETS PER UNIT
Net tangible assets reduction led by equity
raise and internalisation payment
Internalisation payment and
equity raise
$ 6 0 .1m unrealised property
revaluation gain
$26.5m unrealised mark-to-market
gain on interest rate swaps
Strong A$ exchange rate
NTA PER UNIT BRIDGE (FY26)
$2.41
DOWN 6 CENTS TO
NTA PER UNIT
IMPACTED BY:
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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26

Strong CPI linked healthcare portfolio
income and capitalisation rate stabilisation
TOTAL PORTFOLIO VALUE BRIDGE (FY26)
($M)
1
$0.2m relating to acquisition costs relating to strategic/development sites.
2
Includes development expenditure and capitalised interest costs
3
Book value of properties disposed
4
Period end NZD/AUD exchange rate moved from 0.9275 at 30 June 2025 to 0.8213 at 30 June 2026
3,212
+0
+80
+60
(97)
+266
3,521
2,750
2,850
2,950
3,050
3,250
3,150
3,450
3,550
3,350
3,650
30 June 2025Acquisitions
1
Capital
additions
2
Property
revaluation
Disposals
3
Foreign
exchange
4
30 June 2026
NZ$m
5.54%
WACR – PORTFOLIO
NIL MOVEMENT
5.49%
WACR – AUSTRALIA
NIL MOVEMENT
WACR – NEW ZEALAND
SOFTENED 2 BASIS POINTS
5.65%
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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27

Vital maintains long-term outperformance
vs. benchmark on a total return
1
basis
TOTAL RETURN
1
TO 30 JUNE 20266 MONTHS
(POST INTERNALISATION)
1YR (P.A.)5YR (P.A.)10YR (P.A.)SINCE 2004 (P.A.)
2
VHP(5.0%)3.4%(5.3%)2.4%9.1%
S&P/NZX All Equity Real Estate Investment Trusts (REITs)(9.6%)4.7%(2.2%)3.6%6.5%
Vital’s performance vs NZX REIT4.5%(1. 3%)(3.1%)(1. 2 %)2.6%
Source: Bloomberg, NZX

1
Total returns measured by change in unit price plus post-tax distributions to 30 June 2026
2
S&P/NZX All Equity Real Estate Investment Trusts (REITs) Index data from 31 December 2004, being the inception date of the NZX All Real Estate Index
VHP VS. S&P NZX ALL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)
0
100
200
300
400
500
600
700
800
900
1,000
Dec-04
Jun-05
Dec-05
Jun-06
Dec-06
Jun-07
Dec-07
Jun-08
Dec-08
Jun-09
Dec-09
Jun-10
Dec-10
Jun-11
Dec-11
Jun-12
Dec-12
Jun-13
Dec-13
Jun-14
Dec-14
Jun-15
Dec-15
Jun-16
Dec-16
Jun-17
Dec-17
Jun-18
Dec-18
Jun-19
Dec-19
Jun-20
Dec-20
Jun-21
Dec-21
Jun-22
Dec-22
Jun-23
Dec-23
Jun-24
Dec-24
Jun-25
Dec-25
Jun-26
VitalS&P/NZX All Equity Real Estate Investment Trusts (REITs)
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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28

2
12
WESTERN
AUSTRALIA
NORTHERN

TERRITORY
SOUTH

AUSTRALIA
NEW SOUTH
WALES
TASMANIA
VICTORIA
QUEENSLAND
2
3
6
3
6
~$3.5b portfolio of healthcare real estate comprising 34
investment properties and ~2,000 licensed beds
GenesisCare Integrated
Cancer & Health Centre
Hurstville Private Hospital
Kellyville Private Hospital
Lingard Day Centre
Lingard Private Hospital
Maitland Private Hospital
Abbotsford Private Hospital
Marian Centre
Belmont Private Hospital
Currumbin Clinic
RDX
Allevia Kensington Hospital
Grace Hospital
BioOra Health &
Technology Centre
Royston Hospital
Boulcott Hospital
Bowen Hospital
Hutt Valley Health Hub
Wakefield Hospital
Kawarau Park
Health Hub
Ascot
Ascot Carparks
Ascot Central
Endoscopy Auckland
Ormiston Hospital
120 Thames Street
Avive Clinic, Mornington Peninsula
Ekera Medical Centre
Epworth Camberwell
Epworth Eastern Hospital
South Eastern Private Hospital
Burnside Hospital -Stepney
Clinic & Consulting
Playford Health Hub
Tennyson Centre
CLICK ON ONE OF
THE UNDERLINED
PROPERTIES TO SEE
A FLY-THROUGH OF
THAT PROPERTY
QUEENSLAND (3)
NORTHLAND (1)
BAY OF PLENTY (1)
CHRISTCHURCH (1)
HAWKE'S BAY (1)
WELLINGTON (4) QUEENSTOWN (1)
AUCKLAND (5)
NEW SOUTH WALES (6)
VICTORIA (6)
WESTERN AUSTRALIA (2)
SOUTH AUSTRALIA (3)
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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29

Rent reviews undertaken in FY26
COMPLETED RENT REVIEWS DURING FY26 RESULTED IN AN UPLIFT IN FACE RENTS OF 3.2%
Rent reviews completed for
161 leases in FY26
1
Includes fixed percentage and CPI reviews
2
Market reviews (generally every 5 to 10 years) in FY26 accounted for an additional 25.6% of rent reviews in this period

#
JUN-25 RENT P.A
(NZD)
JUN-26 RENT P.A
(NZD)
INCREASE
(NZD)
ANNUALISED GROWTH
(CONSTANT CURRENCY)
Australia96100,325,229103,662, 5433,337,3143.3%
New Zealand6551,386,72552,958,6 021, 571,87 73 .1%
Total161151,711,954156,621,14 54 ,9 0 9,1913.2%
Review Type

#
JUN-25 RENT P.A.
(NZD)
JUN-26 RENT P.A.
(NZD)
INCREASE
(NZD)
ANNUALISED GROWTH
(CONSTANT CURRENCY)
CPI8294,266.00497,490,0383,224,0343.4%
Fixed5517,514,640 18,038,727524,0873.0%
Market2338,638,805 39,767,0961,128,2912.9%
Turnover11,292,505 1,325,28432 , 7782.5%
Total161151, 711, 9 5 4156,621,1454,909,1913.2%
Structured reviews
represent 73.6%
1
of leases
by income in FY26
2
3.2% average uplift
via market, fixed and
CPI rent reviews
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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30

Rent Review Breakdown
CPI Linked Reviews
(63.1%)
Market Review
(25.6%)
Fixed <3%
(7.0%)
Fixed 3%+
(4.3%)
Turnover
(0.8%)
No Review
(0.3%)
Rent review profile in FY26
BREAKDOWN OF PORTFOLIO CPI REVIEWS
FOR THE YEAR ENDED 30 JUNE 2026
TYPE%
CPI - Un-Capped 20.3%
CPI - 2.5% Cap3.5%
CPI - 3% Cap4.3%
CPI - 3.5% Cap2.2%
CPI - 4% Cap15.9 %
CPI - 5% Cap0.9 %
CPI x 1.5 - 2.5% Cap9. 4%
CPI x 1.5 - 3% Cap20.5%
CPI x 1.75 - 4% Cap2.9 %
Greater of CPI and 2.5%1. 7%
Greater of CPI and 3%18 . 5%
FY27 rent
review profile:
14.5% Fixed
6.1% Market linked
78.6% CPI linked
RENT REVIEW BREAKDOWN
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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31

5 year trends highlight portfolio resilience, long-term
performance and earnings visibility
OCCUPANCY
AVERAGE 10 YR LEASE EXPIRY
1
WALE
YEARS
PERCENTAGE OF INCOME
PERCENTAGE OF INCOME
TOTAL INCOME SUBJECT TO
STRUCTURED RENT REVIEWS
97. 2% portfolio occupancy
Long-term track record of maintaining
market-leading portfolio metrics
High degree of confidence that future
expiries will be renewed or replaced
with new tenants in advance of expiry
1.7%
1.8%1.7%
1.7%
2.0%
0%
1%
2%
3%
4%
5%
6%
20222023202420252026
95.0%
92.3%
94.2%
96.0%
96.1%
99.2%
73.6%
25.6%
2
0%
20%
40%
60%
80%
100%
202120222023202420252026
99.2%
98.8%
98.9%
98.0%
98.6%
97.2%
90%
92%
94%
96%
98%
100%
202120222023202420252026
18.7
17.6
17.8
18.2
18.5
18.1
15
16
17
18
19
20
202120222023202420252026
1
Reflects the average % of total portfolio income that expires over the next 10 years
2
~26% of income in FY26 is subject to a market review which generally occurs every 5 to 10 years
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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32

Management expense ratio following internalisation
Ekera Medical Centre, VIC
1
Internalised development costs are allocated to development projects and form part of net return.
2
The six-month post-internalisation operating cost base is annualised using a factor of 2x. The annualised amount may not represent the actual cost base for a future 12-month period.
3
Average assets under management is based on average gross asset value for the period. Monthly average.
4
MER is a non-GAAP measure calculated as annualised net recurring management expenses divided by average assets under management.
Six-month operating cost base from 1 January to 30 June 2026, annualised
1
MANAGEMENT EXPENSE RATIOSIX MONTHS TO 30 JUNE 2026
$000S
Management expenses
General & administrative expenses9,19 9
Less: costs recovered from Northwest Healthcare(444)
Less: income (external to Vital)(608)
Less: amortisation of contract asset( 417 )
Less: costs capitalised to developments and investment properties
1
1, 79 9
Net recurring management expenses9, 529
Annualisation factor
2
2x
Annualised net recurring management expenses19,058
Average assets under management
3
3,572,259
Management expense ratio
4
0.53%
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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33

Glossary
AFFOAdjusted Funds From Operations is an alternate measure used for assessing distributable income. Essentially adjusts net profit after tax for non-cash/
non-recurring items (i.e. NDI) then makes adjustments for items such as maintenance capex.
Cap RateCapitalisation Rate. Generally calculated as net operating income / current market value of investment property.
CPIConsumer Price Index. An index that measures the change in the cost of a ‘basket’ of basic goods and services, showing how the cost-of-living
changes over time. The most widely accepted indicator of inflation.
FXAn abbreviation for ‘foreign exchange’ used where there is a transaction in a currency other than the local currency.
NMNot Material/Not Meaningful.
NPINet Property Income.
NTANet Tangible Assets. The total tangible assets of the Trust less total liabilities. NTA is normally divided by the number of units on issue and expressed as
an annual amount per unit.
MERManagement Expense Ratio. Annualised net recurring management expenses divided by average assets under management.
WACRWeight Average Capitalisation Rate for the portfolio of income producing properties.
WALEWeighted Average Lease term to Expiry. The weighted average lease term remaining to expire across a portfolio, sometimes also referred to as WALT.
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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34

Disclaimer
This document has been prepared by Vital Healthcare Properties Management Limited (the Manager) as manager of the Vital Healthcare Property Trust (the
Trust). This document provides general information only and is not intended as investment, legal, tax, financial product 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 document 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. Any indications of, or guidance or outlook on,
future earnings or financial position or performance and future distributions are also forward-looking statements. 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 document or any information supplied in
connection with it. The Manager and the Trust are under no obligation to update this document or the information contained in it after it has been released. Past
performance is no indication of future performance.
The information in this document is of general background and does not purport to be complete. It should be read in conjunction with Vital’s market
announcements lodged with NZX, which are available at www.nzx.com/companies/VHP.
13 AUGUST 2026
VITAL HEALTHCARE PROPERTY TRUST
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FY26 Annual Results Presentation
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35

Thank you
Macarthur Health Precinct - Stage 2, NSW
(Artist's impression)

---

Annual
Report
2026
Essential Healthcare
Infrastructure

Endoscopy Auckland, Auckland
Healthcare infrastructure is
essential to healthier communities.
At Vital we invest in, develop and actively manage high-
quality healthcare infrastructure across New Zealand
and Australia, partnering with leading healthcare
operators to create facilities that support better patient
outcomes and deliver sustainable long-term value for
our Unit Holders.
Guided by disciplined capital allocation, specialist
healthcare expertise and long-term partnerships, we
build and own assets designed to evolve with changing
models of care and growing community needs.
Our purpose is simple: to invest in high-quality
healthcare infrastructure that creates enduring value for
patients, operators, communities and our Unit Holders.
Te toto o te tangata, he kai; te oranga o te
tangata, he whenua.
Whakataukī
Food sustains the blood of the people, but their
wellbeing is drawn from the land.
Maori Proverb
2
|
VITAL HEALTHCARE PROPERTY TRUST

Contents
AWARDS AND
RECOGNITION
All values in this report are in NZ dollars unless stated otherwise.
As part of its sustainability efforts, printed Annual Reports will no
longer be mailed unless specifically requested by Unit Holders.
As with previous results, the full Annual Report will be emailed
to Unit Holders and will be available on the NZX and posted
on Vital’s website: https://www.vitalhealthcareproperty.co.nz/
financial-results/. Investors who would like to receive a printed
Annual Report can request one by calling Computershare on +64
9 488 8777, emailing enquiry@computershare.co.nz or mailing
a request to: Computershare Investor Services Limited, Private
Bag 92119, Auckland 1142.
About Vital 4
Key Numbers 6
FY26 Key Events 8
Leadership Report 10
FY26 Results Overview 15
Australian Portfolio Overview 20
New Zealand Portfolio Overview 22
Completed Developments 24
Growing with Grace Hospital 28
Committed Developments 30
Sustainability 36
Our People and Achievements 38
Board 40
Executive Team 42
Corporate Governance 44
Remuneration Report 54
Financial Statements 62
Asset Allocation 116
Directory 118
NEW ZEALAND COMMERCIAL PROJECT
AWARDS
Gold Award - Endoscopy Auckland
INFINZ AWARDS 2026
NZ Equity Market Transaction of the Year
DEVELOPMENT EXCELLENCE
AWARDS 2025 - WINNER
Highly Commended Health Social
Infrastructure - Macarthur Health Precinct
Stage 1 (GenesisCare, Campbelltown)
PROPERTY COUNCIL NEW ZEALAND -
HEALTH, CIVIC AND ARTS CATEGORY
Excellence Award - Endoscopy Auckland
GRESB GLOBAL SECTOR
LEADER 2025
Listed Healthcare for both Standing
Investments and Developments
ANNUAL REPORT 2026
|
3

Vital is an NZX listed property
trust which owns ~$3.5b of
essential healthcare infrastructure
in New Zealand and Australia.
To be New Zealand and Australia's leading
listed healthcare property fund.
Deliver stable and growing total Unit
Holder returns, including an attractive
risk-adjusted income distribution,
sourced from essential healthcare
infrastructure.
VISION
MISSION
About Vital
Avive Clinic Mornington Peninsula, VIC
4
|
VITAL HEALTHCARE PROPERTY TRUST

SOUTH
ISLAND
NORTH
ISLAND
WESTERN
AUSTRALIA
NORTHERN

TERRITORY
SOUTH

AUSTRALIA
NEW SOUTH
WALES
TASMANIA
VICTORIA
QUEENSLAND
3
6
6
3
2
13 %
21 %
23%
9%
4%
2
12
2%
28%
Number of Income Producing Properties (IPP)
% of portfolio value (incl. strategic assets)
ANNUAL REPORT 2026
|
5

Key Numbers
~$247.4m
$2.41
$3.5b5.54%
PORTFOLIO VALUE (FY25: $3.2b)WEIGHTED AVERAGE CAP RATE (FY25: 5.54%)
COMMITTED DEVELOPMENT PIPELINE (FY25: $249.9m)
NTA PER UNIT (FY25: $2.47 PER UNIT)
9.75cpu
DISTRIBUTIONS (FY25: 9.75cpu)
$86.9m
AFFO (FY25: $70.4m)
$58.1m
$ 97.9m39.6%
DEVELOPMENT SPEND (FY25: $128.1m)
DIVESTMENTS COMPLETED (FY25: $49.7m)BALANCE SHEET GEARING (FY25: 42.1%)
18 .1 years
WALE (FY25: 18.5 YEARS)
$162.2m
NPI (FY25: $148.8m)
9.0%10.5%
NPI GROWTH
AFFO GROWTH (CPU)
Our performance in the
12 months to 30 June 2026
97.2%
PORTFOLIO OCCUPANCY (FY25: 98.6%)
6
|
VITAL HEALTHCARE PROPERTY TRUST

Acute Hospitals 59.3%
Ambulatory Care 16.8%
Life Science 4.4%
Specialty Hospitals 19.5%
(mental health and rehabilitation)
Sub-Sector Diversification
% of Value
Healthe Care 17.3%
Southern Cross 3.0%
Epworth HealthCare 14.4%
Evolution Healthcare 15.0%
Burnside 3.0%
Allevia 4.5%
GenesisCare 2.5%
Avive Health 1.1%
Boulcott Hospital 2.4%
Other 19.3%
Aurora Healthcare 17.5%
Tenant Diversification
% of Rent
17.5%
19.3%
17.3%
2.5%
2.4%
1 .1 %
4.5%
3.0%
3.0%
15.0%
14.4%
AMBULATORY
CARE
ACUTE
HOSPITAL
LIFE
SCIENCE
SPECIALTY
HOSPITALS
59.3%
16.8%
4.4%
19.5%
O
T
H
E
R

2
1
.
2
%
H
O
S
P
I
T
A
L

7
8
.
8
%
ANNUAL REPORT 2026
|
7

• GenesisCare Integrated Cancer
& Health Centre - received Health
and Social Infrastructure award at
Urban Taskforce Australia 2025
Development Awards
•
$2
4.8m Boulcott Hospital expansion
reached practical completion
•
$32.2m Endoscopy Auckland (22
Kipling Ave) reached practical
completion
•
GRESB - Vital recognised as a Global
Sector L
eader - Listed Healthcare for
ESG in both Standing Investments &
Developments
•
Disposed T
oronto Private Hospital
(NSW) for A$38.3m and a 50%
interest in Kawarau Park Health Hub
(NZ) for $36.0m, in line with strategy
to recycle capital
•

Internalisation of management
completed on 3
1 December 2025
FY26 Key Events
GenesisCare Integrated
Cancer & Health Centre, NSW
QUARTER 1
QUARTER 2
8
|
VITAL HEALTHCARE PROPERTY TRUST

• Vital Healthcare Properties Management Limited,
a wholly owned subsidiary of Vital was appointed
as manager, effective 1 January 2026
• NZ Health Minister Simeon Brown officially
opened Endoscopy Auckland; event also
attended by former PM Sir. John Key
• A$134.2m RDX (QLD) development reached
practical completion
• Logos Choi awarded the 2026 Vital Healthcare
Property Trust Keystone Scholarship
• A$47.5m
1, 2
Commera Health Campus (QLD) -
Stage 1 approved
• Endoscopy Auckland awarded 5 Star
Green Star Design & As Built v1.0 certified
rating; wins Gold at the NZ Commercial
Project Awards; wins Excellence at the
PCNZ Property Industry Awards
• Vital wins NZ Equity Market Transaction
of the Year at INFINZ awards 2026 for
recognition of internalisation and $235m
capital raising
• $1.4b of debt refinancing completed
• A$103m
2
Macarthur Health Precinct
(NSW) - Stage 2 approved
Endoscopy Auckland
wins Gold at NZ
Commercial Project
Awards
Logos Choi awarded
the 2026 Vital
Healthcare Property
Trust Keystone
Scholarship
QUARTER 3
QUARTER 4
1
Includes A$7.3m of sitewide future works not allocated to Stage 1
2
Excluding land. Includes tenant incentives, leasing and downtime to achieve stabilised building occupancy
ANNUAL REPORT 2026
|
9

Leadership Report
Tēnā koutou,
FY26 marked the beginning of a new chapter for Vital
Healthcare Property Trust.
Following the successful internalisation of management on
31 December 2025, Vital is now a fully aligned, internally
managed healthcare property owner, developer and
operator partner. While the first six months of the financial
year concluded under the previous external management
structure, the second half marked the transition to an internally
led management team, enabling the Board to devote greater
focus on strategy, capital allocation and long-term value
creation, while continuing to uphold its governance and
compliance responsibilities.
The quality of our portfolio, our specialist healthcare expertise
and our development capability provide a strong platform
for sustainable growth. We are pleased to present our first
Annual Report as an internally managed business and outline
the progress we have made towards positioning Vital for its
next phase of growth.
Wakefield Hospital,
Wellington
10
|
VITAL HEALTHCARE PROPERTY TRUST

A Fully Aligned Business
• Internalisation has fundamentally strengthened Vital’s operating model.
• As an internally managed business, Vital benefits from direct alignment
between the Board, management and Unit Holders. This structure
supports efficient decision making and clearer accountability with a
sharper focus on long-term outcomes than was available under the
previously externally managed model.
• Governance has also been enhanced through the transition. The Board
now has direct oversight of strategy, capital allocation, executive
remuneration and business performance. This reinforces the alignment of
management decisions with the interests of Unit Holders.
• In June, as part of board succession planning, Vital announced the
intention to appointment Mark Menhinnitt as an independent director,
effective 1 September 2026. Mark brings extensive Australian and
New Zealand construction and investment expertise at an important time
as we continue to execute on our development pipeline and strategic
initiatives.
Unrivalled Trans-Tasman Capability
• Vital is the only specialist, trans-Tasman focused, NZX-listed owner of
healthcare infrastructure.
• Our executive team and management bring together deep healthcare
property expertise across investment, development, asset management,
finance, treasury, governance and compliance.
• This specialist capability is an important competitive advantage. It
enables Vital to identify, secure, deliver and manage healthcare
infrastructure that meets the evolving needs of our operator partners,
supports better healthcare outcomes for communities and seeks to create
long-term value for Unit Holders.
Positioned to Deliver Long-Term Unit Holder
Returns
• Vital’s internally managed platform is designed to support sustainable
long-term growth.
• Internalisation has removed the variability of third-party management
fees and ensures Unit Holders capture the full benefit of future growth.
• The operating platform is scalable and provides flexibility to pursue
disciplined investment opportunities whilst expanding our healthcare
partnerships and recycling capital into higher returning uses.
BUILDING A
STRONGER
VITAL
For more than 25 years, Vital has built enduring
relationships with leading healthcare operators
across New Zealand and Australia. These
relationships remain central to our strategy and
continue to support mutually beneficial outcomes
for our operator partners, the communities they
serve and Vital’s Unit Holders.
02
01
03
ANNUAL REPORT 2026
|
11

FY26 Operational
Performance at a Glance
Portfolio of Essential Infrastructure
• Vital’s portfolio continued to demonstrate its quality and
resilience during FY26.
•
Net property income increased by 9.0%, or 4.1% on
a like-for-like, constant currency basis, reinforcing th
e
continued demand for essential healthcare infrastructure.
•
Following completion of RDX, we achieved a portfolio
occupancy of 97.2% reflecting the quality and location of
our assets.
• Vital was again recognised during the year as Global
Sector Leader for Listed Healthcare by GRESB (the highest
possible award) across both standing investments and
developments. Our continued commitment to sustainability
is underpinned by a disciplined, commercial approach
to deliver operationally efficient assets, aligned with the
expectations of our stakeholders.
• Importantly, operator performance across the portfolio
continued to improve. The profitability of Vital’s hospital
operator partners is trading at 50% (2x rent cover), within
market accepted, sustainable affordability levels.
Development Execution
• In line with commitments made during the internalisation,
we announced approval of Coomera Health Campus –
Stage 1, a A$47.5 million
1,2
three-level ambulatory care
facility in northern Gold Coast and Macarthur Health
Precinct – Stage 2, a A$103.0 million
1
development
to deliver a short-stay surgical hospital (anchored by
Ramsay Health Care) and a medical outpatient building.
Sonic Healthcare and Lumus Imaging are also committed
to Stage 2 as we continue to build out the multi-stage
precinct.
• These projects are already at least 35% pre-committed to
leading healthcare tenants and our team is in active
discussions with public and private healthcare providers
for the remaining space.
• We look forward to updating stakeholders on project
progress as we continue to curate the healthcare precincts
in which they are located.
• During the year, we also achieved practical completion
on three development projects at Boulcott Hospital
(Wellington), Endoscopy Auckland (Auckland) and RDX
(Queensland), totaling $229.1 million
3
.
Disciplined Capital Management
• Disciplined capital management is central to Vital’s
strategy and during FY26 we refinanced $1.4 billion
of debt facilities on improved terms across existing and
new lenders, enhancing balance sheet flexibility and
broadening our funding relationships.
•
At 30 June 2026, Vital’s weighted average debt maturity
had increased to 4.3 years and importantly, th
ere are no
debt maturities before April 2028.
•
We also completed $97.9 million of asset sales, consistent
with our strategy to recycle capital into opportunities that
offer attractive, long-term returns.
AFFO and Distributions
• AFFO per unit increased to 11.50 cpu, up 10.5% on the
prior corresponding period.
• Distributions remained stable at 9.75 cpu, with a payout
ratio of 84.8%.
• The Board and management are pleased to provide FY27
distribution guidance of 9.75 cpu (payable quarterly) and
stable with FY26 distributions.
4
• Distributions will be reviewed as development leasing
progresses.
Wakefield Hospital, Wellington
1
Excluding land costs
2
Includes A$7.3m of sitewide future works not allocated to Stage 1
3
Including land costs
4
Refer to the disclaimer on the back page of this Annual Report for limitations to this guidance
12
|
VITAL HEALTHCARE PROPERTY TRUST

The healthcare sector continues
to provide structural tailwinds
Sources: APRA 'Quarterly private health insurance membership and benefits summary – March 2026', AIHW 'Surgery
and other interventions' and 'Waiting list activity', ABS "Population projections, Australia', Stats NZ 'National population
projections', The Commonwealth Fund 'International Health Care System Profiles (New Zealand)'
Health Insurance & Healthcare Spending
Population Growth & Ageing
Capacity Constraints
~37%
940k
+0.5m
+0.7m
$50b
~46%
45
days
5%-6%
+3.5m
$270b
+3.4m
of the population hold private
health insurance (~2.0m people)
patients added to public
surgery waitlists in Australia
forecast population growth by
2035 which translates to ~0.2m of
additional insured persons by 2035
persons aged 65+ by 2053 (78%
increase from 0.9m to 1.6m)
healthcare spend per annum
(~10% of GDP)
of Australians hold private health insurance
(~12.8m people), including an additional
1.3m persons over the past 5 years
median elective-surgery
wait time in Australia
waited more than 365
days in New Zealand and
Australia respectively
forecast population growth by
2035 which translates to ~1.6m of
additional insured persons by 2035
healthcare spend per annum
(~10% of GDP)
persons aged 65+ by 2050 (77%
increase from 4.4m to 7.8m)
AUSTRALIA
PUBLIC HOSPITALS DURING 2024–25:
Continued growth
in insured persons
underpins healthcare
infrastructure investment
Population growth
and an ageing
demographic support
sustained demand for
healthcare infrastructure
Constrained public
healthcare systems
with large unmet
demand in New
Zealand & Australia
NEW ZEALAND
NEW ZEALANDAUSTRALIA
67%
of all elective surgery is performed
in private hospitals in New Zealand
and Australia
ANNUAL REPORT 2026
|
13

Graham Stuart
Independent Chair
13 August 2026
Chris Adams
CEO
Looking Ahead
Our Priorities for FY27 are clear
• Execute our development pipeline, including key projects at Coomera
Health Campus and Macarthur Health Precinct, for long-term Unit Holder
returns
•
C
ontinue to deliver on development leasing (including RDX) to achieve
stabilised building occupancy
•
Continue to deliver on our portfolio optimisation strategy
•
Maintain a disciplined balance sh
eet
Closing Remarks
Whilst FY26 represented a year of significant change, it also marked the
beginning of an exciting new chapter for Vital.
We have an experienced leadership team in place, successfully transitioned
to an internally managed structure and strengthened the foundations of
the business for long-term success. Importantly, we have done so whilst
maintaining a disciplined approach to capital allocation and preserving the
high-quality characteristics that have long differentiated Vital.
Healthcare infrastructure remains one of the more compelling sectors as
healthcare will always be an essential service and demand for modern
healthcare facilities continues to grow, driven by population growth, ageing
populations and evolving models of care. Vital is uniquely positioned as
the only NZX-listed healthcare specialist to benefit from these long-term
structural trends.
We acknowledge that Northwest Healthcare continues to hold a position
in Vital units, escrowed as part of the internalisation until 14 August 2026.
Future decisions regarding their position are independent of Vital, however,
the Board and management remain focussed on executing Vital's strategy
and broadening the investor base.
On behalf of our team, we would like to thank our Unit Holders for their
continued support, our Board for its guidance, healthcare partners for their
trust and our people for their commitment throughout a transformational year.
We look forward to building on this momentum in FY27.
14
|
VITAL HEALTHCARE PROPERTY TRUST

FY26
Results
Overview
ANNUAL REPORT 2026
|
15

2.8%
3.6%
3.7%3.7%
4.1%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
FY22FY23FY24FY25FY26
Financial Summary
12 month movement
FY22FY23FY24FY25FY26$%
Financial Performance
Net property income12 3 , 018145,224144,533148,834162,217
13,3839.0%
Revaluation gain/(loss)
on investment properties
244,239(208,553)(165,244)(96,722)60,145
156,867162.2%
Net interest expense28,9833 7, 7 7 040,60645,16954,255
9,08620.1%
AFFO and Distributions
Adjusted Funds From Operations (AFFO)6 7, 8 2 473, 33572,89970,3698 6 , 918
16,54923.5%
AFFO (cpu)11 . 9 2 c11 . 1 8 c10.90c10.41c11.50c
1.09c10.5%
Cash distribution to Unit Holders (cpu) 9.63c9. 75 c9. 75 c9. 75 c9. 75 c--
Financial Position
Total assets3,399,8343,429,7123,304,7593,248,0923,616,668
368,57611.3%
Borrowings1,018,7771,239,1561,287,4771,363,6391,427,838
64,1994.7%
Total equity2,165,8761,957,3831,805,1261,679,5151,948,220
268,70516.0%
Debt to total assets ratio
1
(%)30.036.33 9 .14 2 .139.6-2.5%
Net tangible assets ($ per unit)3.342.962.692.472.41
0.062.4%
FY26 Financial Performance
The Trust delivered another year of resilient
operating performance, underpinned by
the quality of its healthcare infrastructure
portfolio and disciplined execution of its
strategy.
Net property income increased to $162.2
million (FY25: $148.8 million), reflecting
contractual rental growth and contributions
from recently completed developments.
On a like-for-like, constant currency basis,
net property income increased by 4.1%
over FY26, consistent with year-on-year
portfolio performance.
During the year, approximately 26% of the
portfolio was subject to market rent review.
We achieved stable to positive outcomes
on all healthcare tenants, with an average
NPI GROWTH PER ANNUM (LIKE-FOR-LIKE,
CONSTANT CURRENCY BASIS)
All values shown as $000, unless otherwise stated
1
Calculated in accordance with the Vital Trust Deed
16
|
VITAL HEALTHCARE PROPERTY TRUST

3.34
2.96
2.69
2.472.41
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
FY22FY23FY24FY25FY26
$/unit
4.90%
5.05%
5.31%
5.54%
5.54%
4.0%
4.5%
5.0%
5.5%
6.0%
FY22FY23FY24FY25FY26
Vital’s NTA per unit decreased by 2.4% to $2.41, primarily due to the internalisation
transaction which was a strategic transaction for the Trust to create long-term value.
overall increase of 2.9%, underpinning the security of Vital’s cashflow and the resilience of the
portfolio. During FY27
, only 6% of the portfolio will be subject to market rent review.
Adjusted Funds From Operations (AFFO) was $86.9 million (up 23.5%), or 11.50 cpu (up
10.5%), as a result of growth in net property income after taking into account the impact
of completed developments, divested property and the tax benefit from the internalisation
payment. Expenses were $74.8 million, 4.8% higher than FY25, driven by higher borrowing
costs (weighted average interest rate of 5.06%, compared to 4.90% during FY25). Following
the internalisation of management from 1 January 2026, there has been a net saving in
expenses, with a Management Expense Ratio (MER) of 0.53%, on an annualised basis.
Distributions of 9.75 cpu were paid for the year, representing an AFFO payout ratio of 84.8%.
Independent property valuations were completed on 85.0% of the portfolio’s assets during
FY26, resulting in an unrealised gain on revaluations of $60.1 million. At 30 June 2026
the investment property portfolio was valued at $3.52 billion, reflecting a weighted average
capitalisation rate of 5.54%. In the 12 months to 30 June 2026, Vital’s weighted average
capitalisation rate has remained constant, reaffirming that valuations appear to have
stabilised.
PORTFOLIO WEIGHT
ED AVERAGE CAPITALISATION RATE
NTA PER UNIT
Endoscopy Auckland,
Auckland
ANNUAL REPORT 2026
|
17

During FY26 $58.1 million was spent on development projects in New Zealand and Australia. Three
of these projects were completed during the year and there are seven committed projects underway
for FY27 (including Grace Hospital which reached practical completion on 6 July 2026), with
approximately $187.7 million remaining to be spent. These projects are anticipated to provide an
average fully leased net development yield of 6.3%.
During FY26 the Trust successfully completed a $190 million institutional placement and NZ$45 million
unit purchase plan to fund the internalisation of management and provide additional balance sheet
flexibility and, as a result, the Trust has total units on issue of 807.1 million.
FY22FY23FY24FY25FY26
Investment properties ($m)
3,339.23,380.73,240.03 , 2 11 . 93,512.6
Number of investment properties
4645363434
Occupancy (%)
98.898.998.098.69 7. 2
Weighted average lease term to expiry (years)
17. 617. 818.318.518 .1
Next 12 month lease expiries (% of income)
1. 71.81.21. 71.8
Operational & Leasing Update
30.0%
36.3%
39.1%
42.1%
39.6%
25.0%
30.0%
35.0%
40.0%
45.0%
FY22FY23FY24FY25FY26
Capital Management
Vital's disciplined capital management approach ensures the Trust remains well positioned, whilst
maintaining appropriate balance sheet capacity to support long-term value creation. We refinanced
$1.4 billion of debt facilities on improved terms and at 30 June 2026 Vital’s weighted average debt
maturity is 4.3 years and, importantly, there are no debt maturities before April 2028.
As part of the refi
nancing, new banking partners were added ensuring our debt facilities remain
diversified across funding sources and provide maximum flexibility whilst reaffirming underlying lender
support for our business.
80% of Vital’s borrowings were hedged at an average fixed rate of 3.45% at 30 June 2026. Vital’s
distribution reinvestment plan remained active for FY26, generating $13.8 million of liquidity to partially
fund Vital’s development opportunities.
The Trust maintained disciplined leverage, ending the year with gearing of 39.6% and interest cover of
2.74x, well within financial covenants. At 30 June 2026 the Trust has available liquidity of $276.2
million, including cash, undrawn and committed but unactivated facilities ($88.5 million after taking into
account committed development spend).
DEBT TO GROSS
ASSE TS
18
|
VITAL HEALTHCARE PROPERTY TRUST

At year end the portfolio comprised 34 income producing
healthcare properties across New Zealand and Australia.
This is consistent with FY25, as a result of completion
of RDX in February 2026, offset by disposal of Toronto
Private Hospital (NSW) for A$38.3 million. Additionally,
Vital disposed a 50% interest in Kawarau Park Health
Hub for $36.0 million and two assets previously held for
development, in line with strategy to recycle capital. The
Trust realised proceeds of $97.9 million from these sales
and achieved an average discount to book value of ~4%.
Over 27,600 square metres of space was leased,
extended or renewed during the year, representing 12%
of Vital’s total income and portfolio lettable area. Strong
and proactive leasing outcomes during FY26 enabled
the portfolio to achieve an occupancy 97.2%. The New
Zealand and Australian portfolio achieved 99.6% and
95.7% occupancy respectively, helping support a weighted
average lease expiry (WALE) of 18.1 years.
Leasing demand at RDX is encouraging, with binding
leases, conditional Heads of Agreement and commercial
negotiations over approximately 70% of net lettable area.
Whilst conversion is work-in-progress, with underlying
occupancy currently at 13% and Northwest’s income
guarantee underwriting approximately 52% of net income
until February 2027, we maintain the expectation that RDX
will require approximately 18 months following completion
to achieve stabilised occupancy.
The resilience of Vital's underlying income is further
supported with just 1.8% of the portfolio’s leases set to
expire over the next 12 months and less than 2.0% on
average over the next 10 years.
FY27FY28
Total expiryLargest single rent expiring10 Year Average
FY29FY30FY31FY32FY33FY34FY35FY36
0. 0%
2. 5%
5. 0%
7. 5%
10 .0 %
Percentage of portfolio
(by income)
1.98%
10 YEAR AVERAGE PORTFOLIO LEASE EXPIRY
RDX, QLD
ANNUAL REPORT 2026
|
19

• Belmont Private Hospital
• Currumbin Clinic
• RDX
• GenesisCare Integrated Cancer &
Health Centre
1
• Hurstville Private Hospital
• Kellyville Private Hospital
• Lingard Day Centre
• Lingard Private Hospital
• Maitland Private Hospital
• Burnside Hospital Stepney,
Clinic & Consulting
• Playford Health Hub
• Tennyson Centre
WESTERN
AUSTRALIA
SOUTH
AUSTRALIA
NEW SOUTH
WALES
VICTORIA
QUEENSLAND
Australian Portfolio
Overview
SOUTH AUSTRALIANEW SOUTH WALESQUEENSLAND
2
3
6
6
3
5%
19 %
30%
33%
13 %
1
Leasehold interest
Number of Income Producing Properties (IPP)
% of portfolio value (incl. strategic assets)
20
|
VITAL HEALTHCARE PROPERTY TRUST

• Abbotsford Private
Hospital
• Marian Centre
• 120 Thames Street
• Avive Clinic, Mornington
Peninsula
• Ekera Medical Centre
• Epworth Camberwell
• Epworth Eastern Hospital
• South Eastern Private Hospital
PRIVATE
HOSPITALS
AMBULATORY CARE
/ LIFE SCIENCE
• 13 hospitals (acute and
specialty – mental health,
rehabilitation)
•5 hospital operators
•75.5% of AUS portfolio value
• WALE: 20.0 years
•7 assets, multiple tenants
• 24.5% of AUS portfolio value
• WALE: 7.6 years
~$2.4b
17. 4
years
20
1
PROPERTIES (AUS)WALE
1
Income Producing Property (excludes strategic assets)
Full details of individual properties are available at:
www.vitalhealthcareproperty.co.nz/portfolio/
WESTERN AUSTRALIA
VICTORIA
95.7%
PORTFOLIO OCCUPANCY
ANNUAL REPORT 2026
|
21

New Zealand
Portfolio Overview
NORTH
ISLAND
SOUTH
ISLAND
12
2
93%
7%
• Allevia Kensington Hospital
• Ascot
• Ascot Carpark
2

• Ascot Central
• Boulcott Hospital
• Bowen Hospital
• Endoscopy Auckland
• Grace Hospital
• Hutt Valley Health Hub
• Ormiston Hospital
• Royston Hospital
• Wakefield Hospital
• BioOra Health & Technology
Centre
• Kawarau Park Health Hub
NORTH ISLAND
SOUTH ISLAND
PRIVATE
HOSPITALS
AMBULATORY
CARE
•11 hospitals (all acute)
•6 hospital operators
• 86.6% of NZ portfolio value
•WALE: 21.2 years
• 3 assets, multiple tenants
•13.4% of NZ portfolio value
• WALE: 6.9 years
~$1.1b
19. 5
years
99.6%
14
1
PROPERTIES (NZ)
WALE
OCCUPANCY
1
Income Producing Property (excludes strategic assets)
2
Leasehold interest
Number of Income Producing Properties (IPP)
% of portfolio value (incl. strategic assets)
22
|
VITAL HEALTHCARE PROPERTY TRUST

Full details of individual properties are available at:
www.vitalhealthcareproperty.co.nz/portfolio/
Endoscopy Auckland, Auckland
ANNUAL REPORT 2026
|
23

Endoscopy Auckland, Auckland
During FY26 Vital completed
three

developments with a total
development cost of $229.1m
1
.
Details of the completed
developments follow on pages
25-27 of this report.
Completed
Developments
1
Including land costs and excludes Grace Hospital
$36.7m development that reached practical
completion post balance date on 6 July 2026
24
|
VITAL HEALTHCARE PROPERTY TRUST

Directly adjacent to Hutt Hospital (public) and
the Vital owned Hutt Valley Health Hub, Boulcott
Hospital underwent a refurbishment and expansion
to increase theatre capacity and support services,
whilst maintaining operational continuity.
Boulcott Hospital
This complex refurbishment and expansion includes two additional operating
theatres, increased capacity within the day stay and recovery units, a new kitchen
and associated support services.
Master planning has commenced for future expansion at Boulcott Hospital and
Vital’s adjacent site at Hutt Valley Health Hub.
~$24.8m
TOTAL DEVELOPMENT COST
TOTAL ASSET VALUE
$70.6m
TO HUTT HOSPITAL
(PUBLIC)
Adjacent
PRACTICAL COMPLETION
ACHIEVED
July 2025
OF VITAL'S
PORTFOLIO VALUE
2.0%
NEW OPERATING
THEATRES
2
Passive design and
thermal performance,
reduced embodied
carbon and energy
efficient systems
ANNUAL REPORT 2026
|
25

A new 1,400 square metre stand alone endoscopy
and day surgery facility operated by a joint venture
between Evolution Healthcare and Allevia Health.
Endoscopy Auckland
This 3-storey facility provides 4 procedure rooms, 16 beds, a sterile services
department, associated support services and basement parking.
Endoscopy Auckland became the first private hospital in New Zealand to
achieve a 5 Star Green Star certification under the NZGBC Green Star
Design and As Built v1.0 tool, representing excellence and offering enhanced
environmental quality and reduced embodied carbon emissions.
PROCEDURE ROOMS
4
TOTAL ASSET VALUE
$50m
PRACTICAL COMPLETION
ACHIEVED
September 2025
OF VITAL'S
PORTFOLIO VALUE
1.4%
~$32.2m
TOTAL DEVELOPMENT COST
BEDS
16
26
|
VITAL HEALTHCARE PROPERTY TRUST

1
12-month Northwest NOI guarantee, expiring 2 February 2027.
RDX is a state-of-the-art health and research
focused facility in the Gold Coast Health and
Knowledge Precinct (GCHKP). RDX provides real
estate solutions for world-class life science occupiers
and innovators.
RDX
RDX spans 9 storeys and achieved a 6 Star Green Star certification under the
GBCA Design and As Built v1.3 tool, a first-in-precinct accomplishment. The building
offers a mix of clinical, research, laboratory and specialist consulting spaces.
Practical completion was achieved in February 2026 and the asset is now fully
operational. Tenant occupation is well underway, with several fitouts continuing to
progress as part of the staged activation and leasing of the building.
NLA
~12,000sqm
Located within
Gold Coast Health
& Knowledge
Precinct
PRACTICAL COMPLETION
ACHIEVED
February 2026
OF VITAL'S
PORTFOLIO VALUE
4.4%
~ A$13 4 . 2m
TOTAL DEVELOPMENT COST
(EXCL. LAND)
NOI GUARANTEE
1
A$3.7m
GOLD COAST'S FIRST
COMMERCIAL BUILDING
OF ITS KIND TO ACHIEVE
6 STAR GREEN STAR
CERTIFICATION
ANNUAL REPORT 2026
|
27

Growing with
Grace Hospital
As someone who grew up in Tauranga, Grace Hospital is part
of the fabric of the local community. A purpose built facility
which opened in 2007, the hospital has evolved into Bay of
Plenty's leading private healthcare facility. Initially watching the
transformation from afar and now being part of the team helping
shape its future makes this asset particularly meaningful to me.
Born twenty minutes down the road, in a Bay of Plenty hospital which was demolished
three years later. Grace Hospital has managed to create a lasting legacy and is the
culmination of two private facilities merged as a joint venture.
Norfolk Hospital on Grace Road, Tauranga operated from 1953-2007 and merged
with the Southern Cross Hospital, Tauranga. In 2007, after the opening of the new
Grace Hospital at the Oropi site, both of the old hospitals closed.
As someone who grew up in the Bay, spent time overseas, and ultimately returned
home, it is a privilege to contribute to the ongoing growth and evolution of Grace
Hospital. The connection is deeply personal. It is not uncommon to encounter family and
friends when visiting the hospital, which reinforces the significance of Grace's role within
the community. I am proud to play a small part in supporting the delivery of high-quality
healthcare infrastructure and improving access to care for the region and the community
I call home.
Kirsty Bowyer
Director, NZ
BEDS
58
SPECIALISTS
11 5
OPERATING THEATRES |
PROCEDURE ROOMS
9 | 3
SUSTAINABILITY
FEATURES
Reduced embodied carbon
through low-carbon steel
and timber use
Energy-efficient building
systems
Reduced water
consumption through
passive hydraulic design
PROCEDURES
PER ANNUM
11,000+
Grace Hospital pioneered the introduction of robotic
assisted surgery in New Zealand with the first Da Vinci
surgical system in 2014.
28
|
VITAL HEALTHCARE PROPERTY TRUST

Grace Hospital is Vital's investment philosophy in action. We seek to partner with
leading healthcare operators over the long term, investing with discipline and
purpose to support their growth whilst strengthening the healthcare infrastructure
communities rely on.
Our relationship with Grace Hospital (Norfolk Southern Cross Limited, a JV between
two of New Zealand’s leading healthcare providers, Evolution Healthcare and
Southern Cross Healthcare) extends well beyond that of landlord and tenant.
Together, we share a long-term vision for Grace Hospital, identifying opportunities
to expand capacity, modernise facilities and enhance clinical capability as
healthcare needs evolve. To date Vital has invested ~$40m into expansion and
refurbishment projects with additional investment being considered to place capital
where it can deliver sustainable value for both our operator partners and our
Unit Holders.
"The partnership between Grace Hospital and Vital is founded on a shared
long-term commitment to delivering outstanding healthcare for our community.
What makes the relationship particularly successful is the alignment of our
strategic goals, in that Vital provides the confidence to invest in world-class
infrastructure, while Grace continues to invest in our people, technology and
clinical capability. Together, we have created an environment that enables our
specialists and staff to deliver exceptional patient care today, while positioning
the hospital to meet the future healthcare needs of the Bay of Plenty for many
years to come. We are excited about the opportunities ahead and look
forward to continuing to grow and innovate alongside the Vital team."
- Mark Watson, General Manager, Grace Hospital
This alignment of investment is exactly what Vital looks for in its operator
partnerships. By growing together through targeted, disciplined investment, we
create healthcare facilities which evolve with advances in medicine, support
outstanding clinical outcomes and deliver enduring value for the communities
we serve.
Closing Remarks
Every time I visit Grace Hospital, I'm reminded that great healthcare infrastructure
is not created overnight. It grows through long-term partnerships, investment that
plans for the future, the quality of services it provides and a commitment to the
communities it serves. Seeing how Grace Hospital has evolved over the years and
knowing it will continue for future generations is something I'm incredibly proud to
be part of.
NOVEMBER 2020
OCTOBER 2021
JUNE 2023
MAY 2024
JUNE 2026
LOOKING AHEAD
Vital acquires Grace
Hospital for $95m
Commenced $3.0m of works
to fitout two shelled theatres
(increasing capacity to 9 operating
theatres) and refurbishment of Same
Day Admissions Unit (completed
July 2022)
Commenced $3.9m Oropi Day Unit
to deliver a new endoscopy suite,
increasing capacity to 3 procedure
rooms (completed August 2024)
and $0.7m carpark expansion
(completed August 2023)
Commenced $29.1m West Wing
expansion to deliver 10 additional
ward rooms (increasing bed
capacity to 58), redevelopment
of clinical staff areas, storage and
loading area (completed July
2026)
Commenced $3.5m Post-
Anaesthesia Care Unit (PACU)
refurbishment & creation of
Intermediate Care Facility (ICF)
Additional expansion
opportunities actively under
consideration to increase
operating theatre, bed and
consulting suite capacity
Investing in Partnerships
for Better Healthcare
ANNUAL REPORT 2026
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29

Vital has seven committed
developments under way at a total
projected cost of $247.4m
1
with
$187.7m remaining to spend.
Committed
Developments
1
Includes Grace Hospital development ($36.7m) which reached
practical completion post balance date on 6 July 2026.
Macarthur Health Precinct - Stage 2, NSW (artist's impression)
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VITAL HEALTHCARE PROPERTY TRUST

ANNUAL REPORT 2026
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31

FORECAST COMPLETION
Mid-late CY27
5-15 years
Located on the northern Gold Coast, one of
Australia's fastest growing regions and adjacent
to the under construction A$2.3 billion, 600-
bed Coomera Public Hospital. Stage 1 is the
commencement of Vital's planned multi-stage
healthcare campus.
Coomera Health Campus - Stage 1
Stage 1 will comprise a 3 level ambulatory care facility offering primary
care, allied health, specialist consulting and complementary health services.
Construction activities commenced in April 2026.
ESTIMATED
DEVELOPMENT COST
A$47.5m
1, 2
YIELD ON COST
~6.5%
3
SUSTAINABILITY FEATURES
Reduced
embodied
carbon
Onsite renewable
energy generation -
solar panels
Passive design and
thermal performance
Energy efficient
systems
Registered for 5 Star
Green Star rating
ESTIMATED LEASE
TENURES
1
Includes A$7.3m of sitewide future works not allocated to Stage 1
2
Excluding land. Includes estimated tenant incentives, leasing and downtime costs to achieve stabilised building occupancy

3
Fully leased initial yield on project excluding A$7.3m of sitewide future works
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VITAL HEALTHCARE PROPERTY TRUST

FORECAST COMPLETION
Early CY28
ESTIMATED LEASE
TENURE
5-20 years
Located in proximity to Campbelltown Public
Hospital, Stage 2 will deliver a short stay surgical
hospital and medical outpatient building. Anchored
by Ramsay Health Care, Stage 2 proceeds the
successful completion of Stage 1 in 2024.
Macarthur Health Precinct - Stage 2
Spanning 6 storeys, this development is designed to provide more than ~9,300
square metres of net lettable area and is targeting a 5 Star Green Star rating under
the Green Building Council of Australia Buildings rating tool. In addition to Ramsay
Health Care, Sonic Healthcare and Lumus Imaging have also committed as tenants
in the future healthcare building.
ESTIMATED
DEVELOPMENT COST
A$103.0m
1
YIELD ON COST
~6.4%
SUSTAINABILITY FEATURES
Reduced
embodied
carbon
Onsite renewable
energy generation -
solar panels
Passive design and
thermal performance
Energy efficient
systems
Registered for 5 Star
Green Star rating
1
Excluding land. Includes estimated tenant incentives, leasing and downtime costs to achieve stabilised building occupancy
ANNUAL REPORT 2026
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33

FORECAST COMPLETION
Late CY26
WALE
30 years
1
ESTIMATED
DEVELOPMENT COST
$11.5m
YIELD ON COST
~7.0%
SUSTAINABILITY FEATURES
Reduced
embodied
carbon
An Importance Level
3 facility (building
code and seismic
rating compliance)
Passive design and
thermal performance
Energy efficient
systems
Wakefield Hospital's new acute services building
commenced operations in January 2025. Almost
immediately, demand for the future 34-bed ward in the
level 5 shell space triggered the need for expansion.
Wakefield Hospital - Level 5 Expansion
Fitout works to the ward are materially complete and have increased hospital bed
capacity to 81 beds (including 10 existing HUD/ ICU beds). Expansion works are
a reflection of the significant healthcare demands at Wakefield Hospital and to
enable future growth.
Beds have been commissioned in two phases with the first 16 beds operational in
late 2025 and the remaining 18 beds operational on 1 July 2026.
1
Estimated at completion
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VITAL HEALTHCARE PROPERTY TRUST

FORECAST COMPLETION
Early CY27
WALE
30 years
1
Reconfiguration works continue at Wakefield
Hospital in an existing building to establish an
Advanced Endoscopy Centre.
ESTIMATED LEASE TENURES
Wakefield Hospital - Building L
Endoscopy Refurbishment
The three operating theatre endoscopy suite will support the growing
demand for endoscopy and day surgery services. Works are expected
to be completed in early-27.
ESTIMATED
DEVELOPMENT COST
$7.6m
YIELD ON COST
~6.5%
SUSTAINABILITY FEATURES
Reduced
embodied
carbon
An Importance Level
3 facility (building
code and seismic
rating compliance)
Passive design and
thermal performance
Energy efficient
systems
1
Estimated at completion
ANNUAL REPORT 2026
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35

Sustainability
Our continued commitment to sustainability is underpinned by a
disciplined and commercial approach to investing in initiatives
which are designed to improve operational performance,
support long-term Unit Holder value and meet the evolving
expectations of our stakeholders.
This snapshot provides a year-on-year view of progress across
our Environmental, Social and Governance (ESG) pillars,
reflecting business as usual performance and highlighting
improvements in operations, portfolio resilience and stakeholder
engagement. Northwest Healthcare employees and activities
are excluded for year-on-year comparability.
MetricTrendFY26FY25FY24
Tenant site engagement coverage (%)stable100%100%100%
Tenant Net Promoter Score (NPS)
33- 16n/a
1
1
NPS was not measured in FY24. An October 2022 tenant survey assessed overall tenant satisfaction using a different methodology and therefore is not
comparable to FY25 and FY26 NPS results.
MetricTrendFY26FY25FY24
Annual training hours (all staff)
12 9 .183.3134.0
Employee engagement score (%)stable54
2
54
2
n/a
Employee Net Promoter Score (NPS)stable↑34
3
34
3
34
3
Internal promotions (%)stable↑20.6%26.5%2.9%
Sustainability performance
at a glance
THRIVING
PARTNERS
Empowering healthcare providers
to deliver better outcomes.
Stronger tenant alignment supports retention, satisfaction and income stability
INCLUSIVE
COMPANY
Strong internal capability enhances organisational adaptability and continuity
Building a strong and
engaged workforce.
2
Based on an employee pulse survey completed in March 2025.
3
Based on the last full employee survey completed in December 2022.
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VITAL HEALTHCARE PROPERTY TRUST

MetricTrendFY26FY25FY24
Total GHG emissions (tCO₂e)
*31,94856,032
Emissions intensity (tCO₂e/m²)
*0 .12 30.237
Emissions intensity ($m income)
*2063 71
Scope 1 emissions (tCO₂e)
*240
Scope 2 emissions (tCO₂e)
*363338
Scope 3 emissions (tCO₂e)
*31,58355,654
Renewable electricity (landlord-
controlled base-building meters)
stable100%100%100%
Solar generation - Direct (kWh)
396,984474,3742 73 , 9 74
Solar generation - Indirect (kWh)
414,637400,000425,305
Onsite climate risk assessments (completed within the year)
1760
Green Star Performance (% of eligible assets rated)stable100%100%100%
MetricTrendFY26FY25FY24
Employee volunteering hours
8 7. 4 505.4
1
102.6
Community investment / donations ($)
2
59,34358,76144,124
Human rights and modern slavery risk screening
(# of suppliers invited to participate)
3 7124789
Community organisations supported (#)stable9115
HEALTHY
PLANET
Improved efficiency and emissions reduction contribute to lower operating costs
to support long-term asset performance and valuation protection
Contributing to a more
sustainable future.
STRONG
COMMUNITIES
Investing in the health and
vitality of our communities.
Strengthens trusted relationships and reinforces our social licence to operate
through community investment
At Vital, our sustainability journey continues to evolve as we strengthen the resilience of our portfolio and embed
sustainability into the way we invest, develop and manage healthcare infrastructure.
We look forward to sharing further detail on our sustainability initiatives and performance in our 2026 Sustainability Report,
to be released in October 2026.
Prior sustainability reports and further details on our sustainability framework and principles are available on our website
https://www.vitalhealthcareproperty.co.nz/sustainability/
*FY26 emissions data will be reported in our Climate Disclosure and Sustainability Report, following completion of external assurance in October 2026.
1
Includes ~122 volunteer hours undertaken in June 2025, immediately prior to FY26 commencement.
2
No political donations were made during the reporting periods.
ANNUAL REPORT 2026
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37

Our People &
Achievements
NZ Equity Market Transaction
of the Year
Vital was awarded NZ Equity Market Transaction
of the Year at the Institute of Financial Professionals
(INFINZ) Awards 2026. The award recognises
Vital’s $190 million institutional placement and
$45 million unit purchase plan to fund the
internalisation of management. Vital accepted the
award alongside key advisors, Craig's Investment
Partners (arranger, joint lead manager and
underwriter), Forsyth Barr and Barrenjoey (joint
lead manager and underwriter).
Endoscopy Auckland wins
Gold and Excellence
Vital and our consultant team accepted a Gold Award at the 2026
New Zealand Commercial Project Awards, recognising the high-
spec medical facility within a residential setting. Vital also received
an Excellence Award in the Health, Civic and Arts category at the
Property Council of New Zealand Property Industry Awards.
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VITAL HEALTHCARE PROPERTY TRUST

Recognition for Disciplined and
Sustainable Development
Endoscopy Auckland achieved a 5 Green Star
Design & As Built certification, making it New
Zealand’s first 5 Star Green Star certified private
hospital under the NZGBC Design & As Built v1.0
tool.
RDX achieved a 6 Star Green Star Design & As
Built certification from the Green Building Council
of Australia – representing ‘World Leadership’
and the highest achievable rating under the Green
Star Design & As Built v1.3 tool.
Volunteering
During FY26 Vital team members across New Zealand
and Australia participated in a range of volunteering
initiatives, supporting local communities and
organisations aligned with social wellbeing.
In Auckland, staff supported Saliability, cleaning and
maintaining boats used by people with physical and
intellectual disabilities as well as the Ronald McDonald
Family Dinner Programme preparing cooked meals for
families in accommodation onsite.
Our Melbourne staff supported Foodbank Victoria and
the important work they do to combat food insecurity
across Australia helping feed more than 69,000
Victorians every day.
ANNUAL REPORT 2026
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39

Board
The Board is comprised of five highly qualified
directors based in Auckland, Toronto and Melbourne.
Their experience includes healthcare, property, legal
services and finance.
GRAHAM STUART
Independent Chair and Member of the Audit and Risk Committee (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 a 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, Independent Chair of EROAD Limited
and an Independent Director and Chair of the Audit Committee at Tower 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.
ANGELA BULL
Independent Director and Chair of the People and Culture Committee (Auckland)
Angela Bull is an independent director of Property For Industry Limited (NZX:PFI), Channel Infrastructure
Ltd (NZX: CHI), Fulton Hogan, Foodstuffs South Island and Foodstuffs NZ Ltd. She is also on the Trust
Board of St Cuthbert’s College and an independent director of Bayleys Corporation Board (NZ).
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.
Angela 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.
DR MICHAEL STANFORD AM
Independent Director and Chair of the Audit and Risk Committee (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 Chair of Nexus Hospitals, a leading provider of
specialist day and short stay private hospital based care; and Board member of the Royal Australian
College of General Practitioners.
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$1.0 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.
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VITAL HEALTHCARE PROPERTY TRUST

ZACHARY VAUGHAN
Northwest Representative Director, Member of the Audit and Risk Committee
and People and Culture Committee (Toronto)
Zachary Vaughan was appointed Chief Executive Officer of Northwest Healthcare in July 2025.
He brings over 20 years of experience in real estate investment and asset management, with a
strong track record of leadership across global markets.
Prior to joining Northwest, Zachary served as Global Head and Chief Investment Officer of Real
Estate at Arrow Global, where he led the firm’s real estate strategy. He remains a non-executive
Director at Arrow. Before Arrow, he held several senior roles at Brookfield Asset Management,
including Managing Partner and Head of European Real Estate, Head of Multifamily Investments,
and CEO of Brookfield REIT.
Zachary holds an Honours Bachelor of Economics from Western University. He is now based
in Toronto, where he leads Northwest’s global healthcare real estate platform spanning North
America, Brazil, Europe, and Australia.
Wakefield Hospital,
Wellington
MIKE BRADY
Northwest Representative Director (Toronto)
Mike Brady was appointed global President of Northwest Healthcare in 2023 after serving as
global Executive Vice President, General Counsel and Board Secretary since joining the REIT in
2006. He has extensive experience in real estate investments and finance, transaction management,
global leadership, governance and legal matters.
Mike has played a significant commercial and legal role in the strategic direction and growth of the
REIT, most recently leading the team to complete a €2.0 billion pan-European joint venture fund, a
$435.0 million UK hospital portfolio, and a $2.0 billion joint venture fund and acquisition of a $1.3
billion hospital portfolio in Australia.
Prior to joining the corporate real estate world, Mike was a corporate law partner at two
Toronto-based law firms, where he developed his real estate practice. He has a Bachelor of Arts
(Economics) and a joint LL.B./Masters of Business Administration from Dalhousie University, Halifax.
For more details, please refer to Vital's website.
ANNUAL REPORT 2026
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41

MICHAEL GROTH
Chief Financial Officer (Melbourne)
Michael Groth has over 18 years’ experience as a senior finance executive in the listed and
unlisted property funds and funds management industry.
Most recently Michael was CFO for Northwest in Australia and New Zealand. Prior to joining
Northwest in 2019, Michael was Group Chief Financial Officer of the Melbourne based and
ASX-listed real estate fund manager, APN Property Group Limited.
Michael has extensive experience in financial management and reporting, taxation, treasury and
capital management, corporate structuring, acquisitions, disposals and equity raisings in the listed
and unlisted property and funds management industry.
Michael holds a Bachelor of Commerce and Bachelor of Science and has been a member of
the Chartered Accountants Australia and New Zealand since 2000.
Executive
Team
The Vital Executive Team is made up of property
professionals with extensive experience in New
Zealand, Australia and beyond.
CHRIS ADAMS
Chief Executive Officer (Melbourne)
Chris Adams is CEO of NZX-listed Vital Healthcare Property Trust and has been part of its
leadership team since 2017 and was most recently Co-Head ANZ of Northwest in Australia and
New Zealand.
Chris has extensive experience in the property industry in Australia, New Zealand and the United
Kingdom, including over 25 years’ direct experience in health property.
Chris was one of the founding Executives at ASX-listed Generation Healthcare REIT which was
acquired by Northwest in 2017. Prior to that he established Vital Healthcare Property Trust’s
presence in Australia in 1999 following various roles with the group in New Zealand.
Chris holds a Bachelor of Property from the University of Auckland.
VANESSA FLAX
General Counsel (Melbourne)
Vanessa Flax joined Northwest in 2019, prior to which she was a special counsel at Ashurst
Australia for over 17 years. As General Counsel, Vanessa plays a key leadership role in
managing the legal, governance and compliance aspects of the business across New Zealand
and Australia. She acted as primary legal adviser for Vital and Northwest for approximately 15
years at Ashurst, providing legal advice on acquisitions, divestments, development projects and
major leasing transactions.
Vanessa has 30 years of deep and broad-ranging property law experience in Australia and
New Zealand. Her legal experience covers all aspects of real estate transactions,including
acquisitions, divestments and sales, leasing and Crown leasing, development transactions and
due diligence, and extends to corporate governance and regulatory compliance, supporting the
board and its committees through all stages of the business's investment and operational lifecycle.
Vanessa has a Bachelor of Arts and Bachelor of Laws from the University of Witwatersrand,
South Africa.
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VITAL HEALTHCARE PROPERTY TRUST

Kawarau Park,
Queenstown
ANNUAL REPORT 2026
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43

Corporate Governance
Vital Healthcare Property Trust and Vital Healthcare Properties Management
Limited. All information as at 30 June 2026, unless otherwise stated.
Introduction
Vital is an NZX-listed unit trust established by the Vital Trust Deed
and governed by the Financial Markets Conduct Act 2013 (FMCA).
Trustees Executors Limited is the trustee and supervisor of Vital.
Internalisation
The Internalisation of the management of Vital settled on 31
December 2025 (Internalisation). As a result of the Internalisation,
the managerial functions of Vital were transferred from Northwest
Healthcare Properties Management Limited (Northwest) to Vital
Healthcare Properties Management Limited (the Manager). The
shares in the Manager are held by VHP Manager Shareholder
Nominee Limited (Shareholder) and are effectively controlled
by Unit Holders pursuant to a Shareholding Deed between the
Shareholder, the Manager and the Supervisor which governs the
terms on which the Shareholder holds the shares in the Manager.
The Internalisation was funded by a $235 million capital raising
comprising a $190 million underwritten placement of new units
(Placement) and a $45 million Unit Purchase Plan (UPP). For more
details see our commentary on Recommendation 8.4 in the NZX
Corporate Governance Code, on page 53 of this report.
The Board of Directors of the Manager
The role of the Board of Directors is to set the strategic direction
of Vital and to support management in monitoring delivery of the
strategic objectives 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. The Board plays an important role in overseeing
risks and opportunities associated with environmental (including
climate), social and governance (ESG) factors, the preparation of
climate statements and compliance with any other applicable ESG
reporting or broader regulatory requirements.
Board Composition
The Manager is committed to having an effective Board providing
a balance of independent skills, knowledge, experience and
perspectives.
As at 30 June 2026, the Board comprised 5 Directors with a
majority being independent (as defined in the Listing Rules). Mike
Brady and Zachary Vaughan are not considered independent due
to their relationship with Northwest, which remains one of Vital’s
largest Unit Holders. Zachary Vaughan replaced Craig Mitchell
as a Director on and from 12 August 2025. Angela Bull was re-
elected as an Independent Director by Unit Holders at the Annual
Meeting of Unit Holders on 6 November 2025.
All the Directors of Northwest, were appointed to the Board of the
Manager on 6 November 2025, at the time the Internalisation was
being implemented, to ensure continuity of the governance of Vital
following completion of the Internalisation.
On 22 June 2026, the Manager announced the intention to
appoint Mark Menhinnit as an Independent Director of the Vital
Board, effective 1 September 2026. Following his appointment,
Mark will sit as a member of the newly established People and
Culture Committee described in more detail below.
Mark has held several senior executive roles in Australia and
internationally over a 30-year career with Lendlease from 1988 to
2018, including as Chief Executive Officer of Lendlease Australia.
Mark currently serves as a non-executive Director of The GPT
Group (ASX:GPT) and Chairman and non-executive Director of
Downer EDI Limited (ASX:DOW).
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.
The table below summarises the Directors’ attendance at Board
meetings during the reporting period.
Attendance at
Board meetings
Attended /
Eligible to attend
1
Date of original
appointment
Graham Stuart6/6
12 November 2018
(Appointed Chair)
Michael Stanford6/619 November 2019
Angela Bull6/626 April 2022
Mike Brady5/69 August 2023
Zachary Vaughan
(replaced Craig Mitchell following the
conclusion of the Board meeting on
12 August 2025)
5/512 August 2025
Following completion of the Internalisation, all Directors will be
appointed in accordance with the Shareholding Deed and in the
manner described in the Trust Deed. A director must not hold office
(without re-election) past the third annual meeting following their
appointment or three years, whichever is longer. An exception
applies for any director appointed by the Board to fill a casual
vacancy or as an addition to existing directors under clause 30.4
of the Trust Deed, who must stand for re-election as the next annual
meeting following their appointment.
1
Includes meetings before Internalisation
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VITAL HEALTHCARE PROPERTY TRUST

The table below shows all relevant interests of the Directors and
Senior Managers of the Manager in Vital Units, which includes
legal and beneficial interests in Vital Units.
DirectorsUnits
Graham Stuart (Chair)169,126
Angela Bull26,319
Senior Managers
Chris Adams 60,315
Michael Groth 102,665
Independent Directors
Further information about the Board’s assessment of the
independence of the Directors is contained in Vital’s statement
regarding Recommendation 2.4 of the NZX Corporate
Governance Code, on page 49 of this report.
Audit and Risk Committee
The Audit and Risk Committee is responsible for overseeing the
financial and risk reporting practices of Vital.
The Committee assists the Board in fulfilling its oversight
responsibilities in relation to financial reporting and disclosure,
external and internal audit functions, risk management
procedures, tax governance, legal and regulatory compliance
and climate-related disclosures. The Committee is specifically
responsible for:
• overseeing Vital's risk management framework and associated
policies;
•
reviewing climate-related disclosures;
• overseeing the effectiveness of Vital's governance, controls and
reporting processes;
•
recommending to th
e Board the appointment/removal of
Vital’s external auditor and reviewing the external auditor's
independence, fees, findings and performance; and
•

over
seeing the internal audit function and Vital's tax governance
framework.
Prior to the Internalisation, the Audit and Risk Committee (then
known as the Audit Committee) comprised Graham Stuart, Michael
Stanford and Angela Bull. On completion of the Internalisation, a
new Audit and Risk Committee of the Manager was established.
Michael Stanford was appointed Chair and Graham Stuart and
Zachary Vaughan were appointed as members of the Audit and
Risk Committee effective 31 December 2025. The table below
shows attendance at meetings of the Audit and Risk Committee.
Attended /
Eligible to attend
2
Date of original
appointment
Graham Stuart4/412 November 2018
Michael Stanford (current
Chair)
4/419 November 2019
Zachary Vaughan2/231 December 2025
Angela Bull2/226 April 2022
Further information about the Committee is contained in Vital’s
statement regarding Recommendations 3.1 and 3.2 in the NZX
Corporate Governance Code, on page 50 of this report.
People and Culture Committee
On completion of the Internalisation, the Board of the Manager
established a new People and Culture Committee (P&C
Committee). Angela Bull was appointed Chair and Michael
Stanford and Zachary Vaughan were appointed as members of the
P&C Committee.
The P&C Committee assists the Board to discharge its responsibilities
in relation to people, culture and remuneration governance for Vital
and is specifically responsible for:
• overseeing and making recommendations to the Board on Vital’s
organisational structure and key employment decisions;
•
monitoring the application of Vital’s remuneration framework and
policy and making recommendations to the Board regarding
director and executive remuneration;
• recommending to the Board the appointment of independent
directors, ensuring alignment with Vital’s strategic needs and
objectives; and
•
over
seeing senior executive appointments.
The table below shows attendance at meetings of the P&C
Committee.
Attended / Eligible
to attend
Date of appointment
as member of P&C
Committee
Angela Bull (Chair)1/131 December 2025
Michael Stanford 1/131 December 2025
Zachary Vaughan1/131 December 2025
Conflicts Committee
As part of the Internalisation, Northwest contracted the Vital Group
1

to provide development management services (to the extent
mutually agreed) to Northwest’s Galaxy portfolio for a term of
up to six years. On completion of the Internalisation, the Board
established a Conflicts Committee to oversee and manage any
actual or potential conflict of interest which may arise, including in
relation to Northwest’s Galaxy portfolio.
As at the date of this report, the members of the Conflicts Committee
are Graham Stuart, Chris Adams, Michael Groth and Vanessa Flax.
The Conflicts Committee has not been required to meet during the
reporting period.
New Zealand Subsidiaries of Vital
Two New Zealand subsidiaries of Vital were incorporated on 22
December 2025 – Vital NZ No 1 Limited and Vital NZ No 2
Limited. Neither of these entities is actively trading.
1
T he Vital Group means Vital Healthcare Property Trust and its subsidiaries, including Vital Healthcare Properties Management Limited in its capacity as manager of Vital
Healthcare Property Trust and subsidiaries of Vital Healthcare Properties Management Limited.
2
Includes meetings before Internalisation
ANNUAL REPORT 2026
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45

Australian Subsidiaries of Vital
Vital Healthcare Australian Property Limited (VHAPL) (formerly
Northwest Healthcare Australian Property Limited) is an
Australian company which acts as trustee of the two Australian
wholly owned subsidiaries of the Vital Healthcare Property Trust,
namely Vital Healthcare Investment Trust and Vital Healthcare
Australian Property Trust.
Vital Healthcare Management (Aus) Pty Limited, a wholly
owned Australian subsidiary of the Manager, acquired
the shares in VHAPL from Northwest on completion of the
Internalisation. The directors of Vital Healthcare Management
(Aus) Pty Limited are Chris Adams, Michael Groth and Vanessa
Flax.
As part of the Internalisation, Mike Brady, Richard Roos and
Miles Wentworth retired as the directors of VHAPL. The directors
of VHAPL are Chris Adams, Michael Groth and Vanessa Flax.
Remuneration
For information regarding remuneration, please refer to the
Remuneration Report from pages 54 to 61 of this report and
Vital's statements regarding Recommendation 3.3 and Principle
5 of the NZX Corporate Governance Code on pages 50 and
51 respectively of this report.
Northwest Fees
For the fees paid to Northwest by Vital, please see note 24 to
the accounts in this report.
Relationship with Northwest
Northwest Unit Holding and Restricted Security Agreement
Northwest Healthcare Properties REIT (now Vital Infrastructure
Property Trust), through its related entities (the Northwest Unit
Holders), remains one of Vital’s largest Unit Holders. As at the
date of this report, the Northwest Unit Holders collectively hold
191,926,664 Units or 23.8% of the Units on issue in Vital (the
Northwest Units).
The Restricted Security Agreement prevented Northwest from
disposing of any Northwest Units between 10 November 2025
and 20 February 2026, being the first business day after Vital
released its results announcement for the half year ended 31
December 2026. The Restricted Security Agreement further
prevented Northwest from disposing of such number of units as
equated to 10% of the total Units in Vital as at 20 February 2026
until after the release of Vital’s FY26 results in August 2026.
Northwest Galaxy Portfolio
As noted above, Northwest has contracted the Vital Group
to provide development management services (to the extent
mutually agreed) to Northwest’s Galaxy portfolio for a term of
up to six years.
Modern Slavery
In 2025, the Australian manager of the Vital trusts, VHAPL again
published a statement under the Australian Modern Slavery Act
2018. The statement underpinned Vital’s philosophical approach
and commitment to ensuring our operations have sufficient risk
mitigation strategies to address supply-chain risks. Vital has
committed to training employees to identify these risks, requiring
all employees to complete annual modern slavery training, and all
new employees to undergo modern slavery training as part of their
onboarding.
The Vital Group has engaged with suppliers and other stakeholders
to conduct further and ongoing due diligence to identify possible
modern slavery supply chain risks. Building on prior years, Vital
increased supplier engagement by 118% year-on-year, reflecting
the continued maturation of our modern slavery program and
broader coverage of suppliers across the portfolio. Vital will
continue to assess the potential modern slavery risks in our
operations and develop and review company policies on these
possible impacts.
As part of Vital’s ongoing commitment to ethical business practices
and sustainability, our Supplier Code of Conduct is now mandatory
for all new suppliers. The code summarises Vital’s dedication to
conducting business in an ethical, responsible and sustainable
manner. By implementing this code we aim to mitigate risks, uphold
our reputation and contribute to positive social and environmental
impacts. In 2026, Vital strengthened its monitoring of supplier
engagement with this code.
RDX, QLD
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VITAL HEALTHCARE PROPERTY TRUST

Skills and ExperienceGraham
Stuart
Angela
Bull
Michael
Stanford
Mike
Brady
Zachary
Vaughan
Accounting/Finance/Economics
••
Commercial Real Estate/Asset Management/Valuation
•••
Corporate Governance
•••••
Legal/Regulatory
•••
Healthcare Operator
•
Sustainability/ESG including Climate Related Matters
•
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 infrastructure 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 and experience of the current
Board.
Highly skilled / experienced Moderate skills / experience
NZ RegCo Trading Halt
Northwest, as then manager of Vital, applied for a trading halt of
Vital’s Units on 10 November 2025, in accordance with NZX Listing
Rule 9.9.1(a), to permit an orderly and transparent market whilst the
bookbuild for the Placement was undertaken. The trading halt was
placed by NZ RegCo at pre-market open on 10 November 2025.
Trading resumed at market open on 11 November 2025, following
the announcement of the successful completion of the Placement.
Summary of Recent Trust Deed Amendments
Trust Deed amendments relating to the Internalisation
The Trust Deed was amended and restated on completion of the
Internalisation, to reflect the changes arising from the Internalisation,
including changes to:
• amend provisions relating to the fees payable to the Manager;
• reflect Unit Holders’ rights to appoint directors and the
Shareholding Deed; and
• permit the reimbursement of costs incurred to indemnify
directors, in relation to the appointment and remuneration of the
Shareholder and all other costs incurred by a member of the
Vital Group in carrying out its duties under the Trust Deed, and
other consequential amendments.
These amendments were effected under clause 32 of the Trust
Deed on the basis that the Supervisor was satisfied that the
amendment and restatement of the Trust Deed did not have a
material adverse effect on Unit Holders and complied with the
requirements of the FMCA.
Trust Deed amendments relating to the Shareholding Deed
The Trust Deed was amended on 23 June 2026 to reflect changes
to the Shareholding Deed agreed between the Manager, the
Supervisor and the Shareholder. The Shareholding Deed was
amended to enable the Shareholder to appoint a director where
the Board of the Manager has resolved to exercise its power
under clause 30.4 of the Trust Deed to appoint a person or persons
as director to fill a casual vacancy or as an addition to existing
directors (subject to approval by Unit Holders at the next annual
meeting).
This amendment was similarly effected under clause 32 of the
Trust Deed on the basis that the Supervisor was satisfied that the
amendment of the Trust Deed did not have a material adverse
effect on Unit Holders and complied with the requirements of the
FMCA.
The Deeds of Amendment and a copy of the Trust Deed
incorporating these amendments are available on the Vital website
https://www.vitalhealthcareproperty.co.nz/governance
ANNUAL REPORT 2026
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47

NZX Corporate Governance Code
In this section, references to “Vital” are to Vital Healthcare Property Trust and its subsidiaries, as well as the Manager and subsidiaries
of the Manager, as applicable.
The NZX Corporate Governance Code (NZX Code) applies to all issuers of equity securities listed on the NZX Main Board. The
NZX Code does not apply to Vital Healthcare Property Trust, as it is an issuer of fund securities under the NZX Listing Rules.
Notwithstanding the foregoing, the Board of the Manager considers it important from a governance perspective to identify how, as
at 30 June 2026, Vital complies with the NZX Code dated March 2026.
The NZX Code is structured around eight principles. The table sets out each principle and an explanation as to if, and how, Vital
complies with the recommendations in the NZX Code.
ReferenceRecommendationApproach
Principle 1 – Code of ethical standards
1.1The 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);
h. and 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. On completion of the
Internalisation, the Board of the Manager adopted a Code of Business Conduct and Ethics (Code)
which was substantially the same as the Code of Business Conduct and Ethics adopted by the
previous manager. The Code applies to all directors, officers, employees, contractors and consultants
of Vital and 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. The Code’s purpose is to ensure the Vital’s
directors, officers, employees, contractors and consultants uphold the highest ethical standards, acting
in good faith and in the best interests of Unit Holders at all times.
All new starters are required to confirm their acceptance of the Code and all directors and existing
employees are required to confirm their acceptance of the Code annually.
Employees are also provided with training in relation to the Code and the Manager has committed
to refreshing that training at least once every 3 years.
The Code is on Vital’s website https://www.vitalhealthcareproperty.co.nz/governance/
The Code is supplemented by a number of other policies including a Security Trading Policy, Board
Charter and Whistleblower Policy which are available on Vital’s website
https://www.vitalhealthcareproperty.co.nz/governance/
1.2An issuer should have a financial product dealing
policy which applies to employees and directors
Vital 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 has a
Security Trading Policy which identifies circumstances where “restricted persons” are permitted to
trade or are prohibited from trading in Units in Vital. For the purpose of this policy, Vital’s directors,
officers and employees, and their families and related parties, are restricted persons. Compliance
with this policy is monitored by the Board of the Manager.
Before trading in Vital Units, a restricted person must get consent in writing from the Chief Financial
Officer or Chief Executive Officer of the Manager. Vital has set black-out periods for restricted
persons throughout the year. Black-out periods can also be invoked by the Manager when specific
events occur.
Emails are periodically sent to Vital’s directors and employees providing information as to the status of
the trading window in relation to the black-out periods.
To reduce the risk of an allegation of insider trading short term trading of Vital Units is prohibited.
Vital’s directors, officers and employees are prohibited from:
• entering into derivatives of hedging of Vital Units;
• margin lending or similar arrangements; and
• short selling Vital Units.
In addition, all trading by directors and senior managers of the Manager is required to be reported
to NZX in accordance with the FMCA. The holdings of Directors and senior managers of the
Manager as at 30 June 2026, are disclosed on page 45 of this report.
A copy of the Security Trading Policy is on Vital’s website
https://www.vitalhealthcareproperty.co.nz/governance/
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ReferenceRecommendationApproach
Principle 2 – Board composition and performance
2 .1The 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 of the Manager 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 distinguishing between
the respective roles and responsibilities of the Board and management. 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.
The terms of a director’s appointment are contained in the Board Charter. The Charter reaffirms
that directors must comply with their duties as set out in the Manager’s Constitution (which is also
available on Vital’s website https://www.vitalhealthcareproperty.co.nz/governance/) and 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 honest, ethical and responsible manner.
2.2Every issuer should have a procedure for the nomination and
appointment of directors to the board.
The Vital Trust does not have a board of directors. The procedure for nomination and
appointment of directors of the Manager is set out in the Trust Deed, the Shareholding Deed and
the Manager’s Constitution. Pursuant to the Trust Deed, Unit Holders have the right to appoint
and remove directors of the Manager and the Board has the right to appoint directors of the
Manager to fill a casual vacancy or as an addition to existing directors. The Shareholding
Deed between the Manager, the Supervisor and the Shareholder ensures that the Shareholder
can only exercise its right to appoint or remove a director in accordance with:
• a direction from Vital Unit Holders by way of ordinary resolution; or
• a direction from the Manager pursuant to a Board resolution to appoint a director to fill a
casual vacancy or as an addition to existing directors.
A copy of the Trust Deed is available on Vital’s website (https://www.vitalhealthcareproperty.
co.nz/governance/) and also on the Disclose Register through the Companies Office https://
companies-register.companiesoffice.govt.nz/.
In addition, the Board of the Manager has established a People and Culture Committee (P&C
Committee) to assist the Board in discharging its responsibilities in relation to people, culture and
remuneration governance for Vital. Relevant to the composition of the Board, the responsibilities
of the P&C Committee include overseeing the identification, assessment and nomination of
candidates and recommending to the Board the appointment of independent directors. The
P&C Committee is governed by a P&C Committee Charter, a copy of which is available on
Vital’s website (https://www.vitalhealthcareproperty.co.nz/governance/).
2.3An 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 their role, remuneration
entitlements and indemnity and insurance arrangements.
2.4Every issuer should disclose information about each director
in its annual report or on its website, including:
a. a profile of experience, length of service and
ownership interests;
b. the director's attendence at board meetings; and
c. the board's assessment of the director's independence.
Pages 44 to 47 of this report includes a profile of experience and information about the length
of service and ownership interest of each Director. Pages 44 to 45 of this report sets out the
attendance of each Director at Board, Audit and Risk Committee and P&C Committee meetings.
A profile of each Director is also included on Vital’s website https://www.
vitalhealthcareproperty.co.nz/board-management/
The Board considers that, as at the date of this report, Graham Stuart, Michael Stanford and
Angela Bull are Independent Directors, including by virtue of the following factors listed in table
2.4 of the NZX Code:
None of the Independent Directors:
• is currently, or was within the last three years, employed in an executive role by Vital;
• is currently deriving, or within the last 12 months, derived a substantial portion of his or her
revenue from Vital;
• is currently, or was within the last 12 months, in a senior role in a provider of material
professional services to Vital;
• is currently, or was within the last three years, employed by the external auditor to Vital;
• currently has, or did have within the last three years, a material business relationship (e.g. as a
supplier or customer) with Vital;
• is a substantial product holder of the Vital Trust, or a senior manager of, or person otherwise
associated with, a substantial product holder of the Vital Trust;
• is currently, or was within the last three years, in a material contractual relationship with Vital,
other than as a director;
• has close family ties or personal relationships (including close social or business connections)
with anyone in the categories listed above; or
• has been a director of the Manager for a period of 12 years or more.
Mike Brady and Zachary Vaughan are not independent directors due to their association with
Northwest, which is a substantial product holder of the Vital Trust as at the date of this report.
2.5An 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. An issuer within the
S&P/ NZX20 Index at the commencement of its reporting
period should have a measurable objective for achieving
gender diversity in relation to the composition of its board,
that is to have not less than 30% of its directors being male,
and not less than 30% of its directors being female, within
a specified period. An issuer should disclose its diversity
policy or a summary of it.
This recommendation has not been adopted.
We continue to improve diversity on the Board and in management. The number of women
employed by Vital is 58% of the total number employed and our focus on gender diversity across
roles continues.
ANNUAL REPORT 2026
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49

ReferenceRecommendationApproach
2.6Directors should undertake appropriate
training to remain current on how to best
perform their duties as directors of an issuer.
The Manager provides formal training to directors during the year and directors undertake additional training
through professional bodies.
2.7The board should have a procedure
to regularly assess director, board and
committee performance.
The Chair meets with each director to discuss the individual performance of directors on a regular basis.
The Board is responsible for monitoring the performance of specific Board subcommittees and reviews its
performance as a whole on an appropriately regular basis.
2.8A majority of the board should be
independent directors.
The Board of the Manager is comprised of a majority of Independent Directors.
2.9An issuer should have an independent chair
of the board.
The Board of the Manager is chaired by an Independent Director.
2 .10The chair and the CEO should be different
people.
The functions of chair of the Board of the Manager and CEO are fulfilled by different people.
Principle 3 – Board committees
3 .1An issuer’s audit committee should operate
under a written charter. An audit committee
should only comprise non-executive
directors of the issuer. One member of the
committee should be both independent and
have an adequate accounting or financial
background. The chair of the audit committee
should be an independent director and not
the chair of the board.
The Board has adopted a formal written Audit and Risk Committee Charter which is available on Vital’s website
https://www.vitalhealthcareproperty.co.nz/governance/.
The minimum number of members of the Audit and Risk Committee is three directors with a majority being
Independent Directors and at least one member with an adequate accounting or financial background.
As at the date of this report, there are three Audit and Risk Committee members of which two are Independent
Directors. The Audit and Risk Committee only comprises non-executive directors of Vital.
The Chair of the Audit and Risk Committee is an Independent Director and is not the same person as the Chair
of the Board.
3.2Employees should only attend audit
committee meetings at the invitation of the
audit committee.
Directors and officers have a standing invitation to attend Audit and Risk Committee meetings. Other
employees may attend on invitation only.
3.3An 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.
Vital does not have a separate remuneration committee, and this function is performed by the Board with the
support of the P&C Committee, which comprises a majority of Independent Directors.
Relevant to remuneration, the P&C Committee is responsible for:
• monitoring the application of Vital’s remuneration policy and framework and recommending any material
updates to the Board;
• recommending to the Board the remuneration for non-executive directors, the Chief Executive Officer and
other senior executives and ensuring a clear distinction is maintained between executive and non-executive
director remuneration;
• approving senior executive remuneration outcomes within any Board-approved parameters; and
• overseeing the use of external remuneration advisors and any benchmarking or market assessments and the
disclosure of director and executive remuneration in Vital’s annual report.
The P&C Committee Charter is available on Vital’s website https://www.vitalhealthcareproperty.co.nz/
governance/
3.4An 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.
Under the P&C Charter, the P&C Committee is responsible for overseeing the identification, assessment and
nomination of candidates and recommending to the Board the appointment of Independent Directors, ensuring
alignment with Vital’s strategic needs and objectives. Refer to Vital’s response to Recommendation 2.2 above
for further information regarding the process for director appointments.
3.5An 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.
As noted on page 45 of this report, the Board has established a standing Conflicts Committee to oversee and
manage any actual or potential conflicts of interest which might arise, including as a result of Vital providing
development management services to Northwest’s Galaxy portfolio. As at the date of this report, there is no
written charter for the Conflicts Committee.
From time to time the Board will establish a Due Diligence Committee (DDC) under a formal process
memorandum to report on the due diligence process undertaken in relation to any potential transaction for Vital
of material size or complexity. An example is the capital raisings undertaken by Vital in recent years. A DDC is
normally comprised of at least one director, relevant management staff and external consultants appropriate for
the transaction.
3.6The board should establish appropriate
protocols that set out the procedure to be
followed if there is a “control transaction” for
the issuer including the procedure for any
communication between the issuer’s board
and management and the bidder.
The board should disclose the scope of
independent advisory reports to shareholders.
These protocols should include the option
of establishing an independent control
transaction committee, and the likely
composition and implementation of an
independent control transaction committee.
This recommendation has not been fully adopted due to Vital’s structure. The Takeovers Code does not apply
to the Vital Trust, as it is a listed managed investment scheme and not a company. Vital’s Trust Deed includes
provisions which would regulate takeover-like transactions relating to Vital Units. Northwest Healthcare
Properties REIT (now Vital Infrastructure Property Trust) (through its related entities) remains a cornerstone Unit
Holder, holding 23.8% of the Units on issue in Vital as at 30 June 2026. The Restricted Security Agreement
placed limitations on the extent to which the Northwest Unit Holders could dispose of the Northwest Units. The
remaining restrictions will lapse following the release of this report.
Given Northwest Healthcare Properties REIT’s (now Vital Infrastructure Property Trust) ownership of the manager
prior to the Internalisation and its cornerstone holding of Vital Units, a “control transaction” relating to Vital
Units was considered unlikely. As a result of the Internalisation and the restrictions under the Restricted Security
Agreement coming to an end, the Board of the Manager will consider whether it is necessary or desirable to
establish protocols that set out the procedure to be followed if there is a “control transaction” relating to Vital
Units.
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