Vital Healthcare Property Trust : Notice of Annual Meeting 2017

NOTICE OF ANNUAL MEETING‌

2017

The 2017 Annual Meeting of unitholders of Vital Healthcare Property Trust will be held at the Pullman Hotel (Corner Princes Street and Waterloo Quadrant) Auckland, in the Princes Ballroom, on Thursday, 09 November 2017 commencing at 1.00pm

20 October 2017

NOTICE OF MEETING Notice is hereby given that the 2017 annual meeting of Vital Healthcare Property Trust (the Trust) unitholders will be held at the Princes Ballroom, Pullman Hotel, Corner Princes Street and Waterloo Quadrant, Auckland on Thursday, 09 November 2017 commencing at 1.00 pm.

Agenda

Chairman of the Manager and Chief Executive Officer presentations.

Annual Financial Statements

The annual financial statements of the Trust for the year ended 30 June 2017 will be tabled at the meeting.

Resolution - Re-Election of Mr Graeme Horsley

To consider and, if thought fit, pass the following resolution:

That Mr Graeme Horsley be re-elected as an Independent Director of Vital Healthcare Management Limited, (Manager) the manager of the Trust.

The biographical details of Mr Horsley are set out in the Explanatory Notes.

By Order of the Manager

Graeme Horsley MNZM Independent Chairman

Vital Healthcare Management Limited

Dated 20 October 2017

VITAL HEALTHCARE PROPERTY TRUST

NOTICE OF ANNUAL MEETING 2017

PROCEDURAL NOTES

Attendance and voting rights

1. Every unitholder, or that unitholder's proxy or representative, is entitled to attend the meeting and vote. On a poll, each unitholder has one vote for each unit.

2. If you are attending the meeting and voting in more than one capacity (e.g. also as proxy, attorney or representative for one or more other

   unitholders), you must fill out separate voting papers in respect of each capacity in which you vote.

   Proxies

3. A unitholder entitled to attend and vote at the meeting is entitled to appoint

   a proxy to attend and vote instead of that unitholder. A proxy need not be a unitholder. A unitholder may

   appoint the Chairman of the meeting, or another person, to act as proxy. A proxy form is enclosed. If the Chairman of the meeting or an officer of Trustees Executors Limited (the Trustee) is appointed to act as proxy and is not directed on how to vote, then pursuant to clause 9(c) Schedule 1 of the Trust Deed (Trust Deed) relating to the Trust, the proxy will vote in such a manner as he or she thinks fit.

4. A unitholder wishing to appoint a proxy should complete the enclosed proxy form. All joint holders must sign the proxy form.

5. A proxy granted by a company must be signed by a duly authorised officer or attorney who is acting under

   the company's express or implied authority.

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

7. Completed proxy forms must be received by the Registrar,

Computershare Investor Services Limited at either Level 2, 159 Hurstmere Road, Takapuna, Auckland or Private Bag 92119, Auckland 1142 or via email at corporateactions@ computershare.co.nz or via facsimile

[phone], by no later than 1.00pm on Tuesday, 7 November 2017 (being 48 hours before the meeting).

Vital Healthcare Management Limited, Level 16, AIG Building, 41 Shortland Street, Auckland 1010. PO Box 6945, Wellesley Street, Auckland 1141.

T 0800 225 264 | F 09 377 2776

EXPLANATORY NOTES

Election of Independent Director

Under clause 30.4 of the Trust Deed, at the time of each annual meeting, one unitholder elected Independent Director is to retire from office as a director of the Manager. The Independent Director to retire is to be the person who has been longest in office since he or she was last elected or appointed. Mr Horsley retires from office at this annual meeting and, being eligible, will stand for re-election. The biographical details of Mr Horsley are set out on this page. No nominations for Independent Directors were received by the Manager this year prior to the closing date for nominations. As the number of persons eligible for election is equal to the number of Independent Directors who may be elected at the annual meeting, if more votes are received in favour of Mr Horsley re-election than against, then he will be re-elected as an Independent Director pursuant to clause 30.8 of the Trust Deed. The Board of the Manager has determined that Mr Horsley, if re-elected, will be an "independent director" in terms of the NZX Main Board Listing Rules.

Biographical notes - in respect of Mr Horsley.

Graeme Horsley has over 40 years' property valuation and consultancy experience, including 14 years with Ernst & Young New Zealand, where he was Partner and National Director of the Real Estate Group. A professional director, Graeme is an Independent Director of Willis Bond Capital Partners and Accessible Properties Limited. He was the deputy chair of the Bay of Plenty DHB for nine years. He is a Member of the New Zealand Order of Merit, a Life Fellow of the Property Institute of New Zealand, an Eminent Fellow of the Royal Institution of Chartered Surveyors and a Chartered Fellow of the Institute of Directors.

This notice of meeting is dated 20 October 2017 and has been prepared by Vital Healthcare Management Limited as Manager of Vital Healthcare Property Trust. The information in this Notice of Meeting and any discussion at the meeting are general information only and are not intended as investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to making any decision relating to your investment or financial needs.

www.vhpt.co.nz