Vital Governance Roadshow

VITAL HEALTHCARE PROPERTY TRUST vhpt.co.nz Page 1 of 1

NZX RELEASE



8 October 2026
Vital Governance Roadshow presentation
Vital Healthcare Property Trust advises that it is conducting a series of investor meetings in relation to governance
matters.
The presentation material to be used during these meetings is attached.
– ENDS –

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.

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Governance Roadshow
Board and governance update for institutional investors
OCTOBER 2026

Presenters
What we’ll cover today
Epworth Eastern Hospital Precinct, VIC
Graham Stuart
Chair
Angela Bull
Independent Director and
Chair of the People and
Culture Committee
Governance progress from July 2025 to September 2026 (FY26 + YTD FY27)
InternalisationFrom external to internal management: deal, structure and rationale
FY26 Financial ResultsNumbers behind the transition: occupancy, gearing and earnings
Board Composition & RenewalIndependence, succession and the 2026 Annual Meeting
Committees & OversightAudit & Risk and People & Culture Committee structure
Remuneration FrameworkIndependently benchmarked and implemented
Risk Management and Capital GovernanceBalance sheet discipline through the transition
Forward Outlook2026 AGM elections and the governance calendar ahead
1
2
3
4
5
6
7

15 months in Governance
Transformational period through strengthened
governance
Wakefield Hospital, Wellington
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 3
52 days
From internalisation
announcement to completion
(9 Nov -31 Dec 2025)
~$20.9m
Expected normalised
annual savings from
internalised management
structure
4 of 6
Independent directors on
the Board today
+23.5%
Growth in AFFO to $86.9m
in FY26
2
Active Board committees:
Audit & Risk, People &
Culture
oversubscribed
Unit Purchase Plan (Dec
2025), backing the
internalisation

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 4
The deal at a glance
Announced 9 November 2025
Key Terms:
•Management internalised from Northwest Healthcare Properties
Management Limited
1
(‘Northwest’)
•NZ$214m (plus GST) management termination payment;
~NZ$177m net after-tax cost
•CEO Chris Adams and CFO Michael Groth retained, ensuring
management continuity
•Funded by a NZ$220m capital raise:
oNZ$190m placement at $1.95 (9.5% discount), plus
oNZ$30m unit purchase plan
•Independent expert confirmed benefits materially exceed costs
for unitholders
9 November 2025
Internalisation & $220m raise announced
14 November 2025
$190m placement settled
1-4 December 2025
Unit Purchase Plan priced, closes oversubscribed
22 December 2025
Conditions satisfied
31 December 2025
Internalisation completed
1: Effective11 March 2026Northwest Healthcare Properties Real Estate Investment Trust was renamed to Vital Healthcare Infrastructure Property Trust

Why it matters for Unit Holders
Cost Efficiency
1
~NZ$20.9m in expected normalised
annual savings versus the external
management & activity fee structure
Direct alignment between management and the trust
Direct Accountability
3
Management now sits inside the trust's
governance structure, reporting directly to
an independent-majority Board
Earnings Accretive
2
Transaction expected to be accretive to
Adjusted Funds From Operations (AFFO)
Growth Funding
4
Capital raise proceeds also support the
development pipeline, including Coomera
Stage 1A and Macarthur Stage 2
Avive Clinic –Mornington, VIC
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 5

FY26 annual results snapshot
VITALHEALTHCAREPROPERTYTRUST
|
PRESENTATIONTITLE
|
6
Essential Healthcare Infrastructure
Occupancy remains strong and gearing reduced
through active capital refinancing
$86.9m
Adjusted Funds From
Operations (AFFO) –up
23.5% on FY25
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 6
98.6%
42.1%
97.2%
39.6%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
Occupancy (%)Gearing (%)
FY25FY26
9.75 cps
Full year distribution per
unit –maintained on FY25
$162.2m
Net property income –up
9% on FY25 with a $60.1m
unrealisedvaluation gain
4.1%
Increase in like-for-like
net property income (on
a constant currency)
Coomera Health Campus –Stage 1, QLD

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 7
Governance and management post-internalisation
A direct reporting line from management to an independent Board
UNITHOLDERS
Audit & Risk
Committee
Chair: Dr. Michael Stanford
People & Culture
Committee
Chair: Angela Bull
Internal Manager
Vital Healthcare Properties
Management Ltd
BOARD OF DIRECTORS
Executive Leadership Team
Chris Adams (CEO), Michael Groth (CFO) and Vanessa Flax (General Counsel)

Board Composition
Graham Stuart
Independent Chair
Audit & Risk Committee
Dr. Michael Stanford AM
Independent Director
Chair, Audit & Risk
Committee
Angela Bull
Independent Director
Chair, People & Culture
Committee
Mark Menhennitt
Independent Director
People & Culture Committee
(appointed June 2026)
Mike Brady
Northwest
Representative Director
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 8
Zachary Vaughan
Northwest
Representative Director
Audit & Risk, People &
Culture Committees
MAJORITY INDEPENDENT BOARD

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 9
Board Committees
Two standing committees, each governed by its own charter
Audit & Risk Committee
Financial reporting integrity, external audit, risk management
and internal controls.
CHAIR
MEMBERS
Dr. Michael Stanford AM
Graham Stuart
Zachary Vaughan
People & Culture Committee
Remuneration, culture, talent and people-related policy
across the newly internalisedteam.
CHAIR
MEMBERS
Angela Bull
Mark MenhinnittZachary Vaughan

Board Renewal and Succession
A steady cadence of refreshment through the internalisation period
Replacement of Northwest
Representative Director
1
2
3
21 July 2025
Director Nomination Process opened
for the 2025 Annual Meeting
22 August 2025
2025 Annual Meeting held
6 November 2025
Intention to appoint independent
director Mark Menhinnitt
announced (effective 1 September)
456
22 June 2026
Director Nomination Process
opened for the 2026 Annual
Meeting
27 August 2026
Dr. Michael Stanford AM and Mike Brady
retire by rotation; the Board endorses their
re-election, alongside Mark Menhennitt
standing for election for the first time
2026 Annual Meeting –
retirements and elections
The independent director count grew
from 3 to 4 in September 2026, moving
the Board to an independent majority
following internalisation.
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 10

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 11
Remuneration Framework -CEO
An independent, performance linked framework established following
internalisation
Governance & Process
Board directly responsible for
remuneration following internalisation
People & Culture Committee oversees
policy, executive performance and
incentive design
KPMG independently benchmarked
executive incentives and established the
LTIP
Short-term incentive
Long-term incentive
CEO opportunity: 35% of TEC
Annual cash incentive linked to financial,
strategic and operational performance
Board retains discretion to adjust STI
outcomes, if required
Performance HurdleWeighting
Financial Performance60%
Strategy15%
Portfolio10%
Development10%
People, Culture & Sustainability5%
CEO opportunity: 97.5% of fixed
remuneration
LTIP has two tranches:
1.Service Rights –32.5%;
Subject to service through the performance
period and further 2-year disposal restriction
2.Performance Rights –65.0%
Performance Rights assessed on relative TSR
against 19 NZX/ASX peers. Initial 2.5-year LTI
for the transition period (1 Jan 26 –30 Jun 28)
Vital’s relative TSR% maximum
Below the 40
th
percentileNil
40
th
percentile40% vesting
Between 40
th
& 50
th
Straight-line pro rata
50
th
percentile50% vesting
Between 50
th
& 75
th
Straight-line pro rata
At or above 75
th
100%

Remuneration Framework -Director
Director remuneration benchmarked
Director Remuneration
On completion of internalisation, PwC were commissioned to
independently benchmark non-executive Director fees
Post-internalisation:
-Chair $220k per annum
-Director $110k per annum +fee for respective committees
Any additional Board sub-committees formed will be subject to the
same fee structure
VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 12

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 13
Capital governance through the transition
Balance sheet management stayed disciplined while internalisation was executed
Debt facilities extended
On improved terms and ahead of scheduled maturities:13 May 2026
Distribution Reinvestment Plan refreshed
Updated DRP terms adopted 13 August 2025. Strike prices and allotments disclosed every
quarter since
Unit Purchase Plan oversubscribed
The NZ$30m UPP supporting internalisation closed oversubscribed in December 2025
Growth capital redeployed
Placement and UPP proceeds directed to the development pipeline, including Coomera
Health Campus –Stage 1 and Macarthur Health Precinct –Stage 2
1
2
3
4

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 14
Risk Management Framework
A measured appetite for growth, a low appetite for balance sheet risk
Strategic ObjectivesUnitholder outcomes that every risk measure is anchored too
Board risk limits
Hard boundaries set inside Trust Deed and lender covenants. No
exceptions
Risk appetite parameters
Quantitative and qualitative measures that guide decisions and
capital allocation
Management escalationEarly triggers that prompt action well before a Board limit is reached
APPETITE ANCHORED TO THREE OBJECTIVES
FOUR TIERS –EVERY PARAMETER
FRAMEWORK HIERARCHY –OWNED BY THE BOARD
Sustainable AFFO & DPU growth Protect & grow NTA Support tenant infrastructure
REPORTED TO THE BOARD QUARTERLY –FRAMEWORK REVIEWED AT LEAST EVERY TWO YEARS
Target
Measured Approach
Caution
Breach
1
2
3
4

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 15
Forward Governance Calendar
Based on the trust’s established reporting cadence
Annual Meeting
Q1-FY27 results and distribution
November 2026
FY27 half-year results and distribution
February 2027
Next director nomination process and
FY27 full-year results and distribution
August 2027
1
2
3
Ekera Medical Centre, VIC

VITAL HEALTHCARE PROPERTY TRUST | GOVERNANCE ROADSHOW | 16
Key Takeaways
Internalisation executed cleanly
and quickly
1
Announced and completed within eight
weeks
FY26 results affirm the case
2
AFFO up 23.5% to $86.9m and gearing
reduced to 39.6%
Board independence
strengthened
3
Four out of six majority are independent,
with continued succession planning
Risk management framework and
capital governance
5
Risk management framework adopted and
remained disciplined throughout the
transition
2026 Annual Meeting
continues renewal
6
Dr. Michael Stanford AM and Mike Brady
stand for re-election and Mark Menhinnitt’s
first election
Remuneration framework
4
Independently benchmarked remuneration
framework implemented