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October 25, 2016 BRAZIL ACQUISITION UPDATE

October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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Page 1: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

October 25, 2016

BRAZIL ACQUISITION UPDATE

Page 2: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

1

DISCLAIMER

No Reliance

This investor presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the proposed transaction or an investment in

securities of NorthWest Healthcare Properties Real Estate Investment Trust (“NorthWest” or the “REIT”). No representation or warranty, express or implied, is given and, so far as is permitted

by law and no responsibility or liability is accepted by any person, with respect to the accuracy or completeness of the investor presentation or its contents. In particular, but without

limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained

in this investor presentation. In giving this investor presentation, the REIT does not undertake any obligation to provide any additional information or to update this investor presentation or

any additional information or to correct any inaccuracies which may become apparent. This investor presentation has been prepared without reference to your particular investment

objectives, financial situation, taxation position and particular needs. If you are in any doubt in relation to these matters, you should consult your financial or other advisers. No securities

regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Forward-Looking Statements

This presentation contains "forward-looking statements" within the meaning of applicable securities laws, including, without limitation, statements regarding the completion of the proposed

acquisitions, the offering, the financing of the acquisitions, the benefits of the proposed acquisitions (including the extent to which they will be accretive), initial cap rates, yield and pro forma

operating metrics regarding NOI, Adjusted NOI, occupancy, WALE, and tenant composition. The forward-looking statements in this news release are based on certain assumptions, including

that all conditions to completion of the proposed acquisitions and the offering will be satisfied or waived, the REIT will complete the proposed acquisitions and offering on the terms

anticipated, revenue and costs associated with the assets acquired in connection with the proposed acquisitions will meet the REIT’s expectations, significant additional costs will not have to

be incurred by the REIT, exchange rates remain consistent and the other assumptions referenced under the heading “Forward-Looking Information Advisory” in the REIT’s most recently filed

management’s discussion and analysis. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could

cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the risk that the proposed acquisitions and the offering will

not be completed on the terms proposed and the factors discussed under the heading "Risk Factors" in the REIT's annual information form available at www.sedar.com. There can be no

assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers,

therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as

expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or

otherwise.

Non-IFRS Financial Measures

Adjusted NOI and cap rate are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. Such measures are presented in this news release because

management of the REIT believes that such measures are relevant in interpreting the performance of the REIT’s assets. Such measures, as computed by the REIT, may differ from similar

computations as reported by other similar organizations and, accordingly, may not be comparable to measures reported by such other organizations.

Page 3: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

2

BRAZIL INVESTMENT: Rede D’Or Hospitals

REDE D’OR INVESTMENT OVERVIEW

The REIT continues to expand its relationship with the

leading private hospital operator in Brazil, Rede D’Or through

completing the acquisition of Hospital Ifor for C$27.9M

(R$65.9M) and the acquisition of Hospital Santa Helena for

C$127.1M ($R300.0M) in its existing markets of São Paulo and

Brasilia

25 year NNNN leases indexed to inflation

Total Year 1 Annual Rent of C$15.1M (R$35.6M)

Hospital Ifor: C$3.0M ($7.1M)

Hospital Santa Helena: C$12.1M (R$28.5M)

Healthcare Fundamentals continue to support growth and

consolidation in the world’s third largest private healthcare

market

On Strategy consistent with REIT’s focus on major markets,

core assets, and leading operators in Brazil

Enhances portfolio metrics with WALE rising 5.9% to 22

years, average building age decreasing ~3% to 20.5 years,

and improving overall portfolio quality

Funding with proceeds from existing resources and new long

term financing in respect of the Caxias Hospital for C$64.5M

(R$151.4M) with a term of 10 years and 7.0% interest rate

1. Gross value in C$ is based on the Q2-2016 Brazil Portfolio value (before securitization) of R$1,051M and is converted at the October 24, 2016 exchange rate of 0.42 CAD/BRL.

BRAZILIAN PORTFOLIO PROFILE

Q2/16 Current

Assets 5 7

GLA (millions of sq. ft.) 1.0 1.5

Beds 932 1,226

Gross Value (C$)1

445.6 600.6

Occupancy 100% 100%

WALE (years) 21 22

Gross rent (C$'s)140.8 55.9

W.A. cap rate 9.2% 9.3%

Page 4: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

3

BRAZIL INVESTMENT – COMPLETED: Hospital Ifor, São Paulo

Asset Profile:

Purchase Price C$27.9M (R$65.9M)

Location São Paulo City

Asset Type Orthopedic Hospital

Beds 60 Beds / 6 Surgical Suites

Rentable Area 150,000 sf

Occupancy 100%

Building Age ~1970

Lease Terms:

Cap Rate ~10.75%

CovenantInvestment Grade

> 2.0x rental coverage

Lease Term 25.0 years

Lease TypeNNNN

(Quadruple net)

Rental Growth 100% Inflation-indexed

Expansion Potential Yes

Timing July 2016

Hospital Ifor

IFOR ORTHOPEDIC HOSPITALSão Bernardo do Campo (São Paulo City)

Hospital Ifor is a Specialist Orthopedic Hospital located in the

City of São Paulo with 60 beds and 6 surgical suites, built in

the 1970’s.

Operated by Rede D’Or – long-term lease structure similar to

other NorthWest owned assets, with rent annually indexed to

100% of inflation

3rd Asset in São Paulo – continued scale and concentration in

the REIT’s existing Brazilian markets.

Page 5: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

4

BRAZIL INVESTMENT – COMPLETED: Hospital Santa Helena, Brasilia

Asset Profile:

Purchase Price C$127.1M (R$300.0M)

Location Brasília

Asset Type General Hospital

Beds 234 Beds / 16 Surgical Units

Rentable Area 360,000 sf

Occupancy 100%

Building Age ~2003

Lease Terms:

Cap Rate ~9.5%

CovenantInvestment Grade

> 2.0x rental coverage

Lease Term 25.0 years

Lease TypeNNNN

(Quadruple net)

Rental Growth 100% Inflation-indexed

Expansion Potential Yes

Timing October 2016

SANTA HELENA GENERAL HOSPITALBrasilia – North Federal District

Hospital Santa Helena

Hospital Santa Helena is a General Hospital located in the

Federal capital of Brazil in the north hospital sector district

with 234 beds and 16 surgical suites, built in 2003.

Operated by Rede D’Or – long-term lease structure similar to

other NorthWest owned assets with rent annually indexed to

100% of inflation

3rd Asset in Brasilia – continued scale and concentration in

the REIT’s existing Brazilian markets.

Page 6: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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52 Beds Cardiovascular Hospital Expiry: Dec-2038

Hospital Coração

345 Beds Leading Maternity

Hospital Expiry: Dec-2037

227 Beds General Hospital Expiry: Dec-2038

108 Beds Leading Children’s

Hospital Expiry: Sep-2024 Hospital Santa Luzia

Hospital Brasil

200 Beds General Hospital Expiry: Dec-2038

Hospital Caxias

Hospital Sabará

234 Beds General Hospital Expiry: Sep-2041

Hospital Santa Helena

60 Beds Orthopedic Hospital Expiry: Jul-2041

Hospital Ifor

Hospital Ifor

Hospital Santa Helena

BRAZIL: Portfolio Overview

Page 7: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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BRAZIL FINANCING: Update

Completed $159 million (R$376 million) term

financing on a 10-year fully amortizing basis at

an average interest rate of 7.8%+IPCA

Brazilian credit conditions improving as a result

of economic and political progress. Caxias

financing -125bp compared to HMB-1 with

significant institutional and retail demand.

Caxias and HMB 10-year financings have

significantly extended the weighted average

debt term to maturity from ~1.5 years to ~7

years

Remaining 2016 loan maturities to be repaid

resulting in interest cost savings, lower LTV

(~28%), and extended debt term to maturity of

~10 years* Includes HMB-1, HMB-2 and Caxias financings

10.3%

9.3%

7.8%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

20

16

20

17

20

18

20

19

20

20

20

21

20

22

20

23

20

24

20

25

+

W.A.Interest Rate

C$ million

Brazil Debt Maturity Schedule*

Recent Brazil Financing Activity Sub-total/ Brazil

HMB - 1 HMB - 2 Caxias average overall

Issue date 13-May-16 31-Aug-16 21-Oct-16 n.m. n.m.

Size ($R millions) 191.3 33.1 151.5 376.0 568.8

Size ($C millions) 81.1 14.0 64.2 159.3 237.6

Interest rate 8.3% + IPCA 9.1% + IPCA 7.0% + IPCA 7.8% + IPCA 8.6% + IPCA

LTV 65% 63% 40%

Remaining term (yrs) 9.5 9.5 10.2 9.8 6.9

62%

Page 8: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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Increasing Income and Margins

Industry Leading Operating Metrics

MARKET LEADERSHIP STRONG FUNDAMENTALS

# Company Beds Revenue (BRL)

Rede D‘Or 4,922 6.1B

2 IMPAR 1,500 1.5B

3 Albert Einstein 899 1.9B

4 Sírio Libanes 439 1.4B

5 A.C. Camargo 471 0.8B

11st

Investment Grade Covenant

Top 5 Private Hospital Operators

REDE D’OR PROFILE: Leading Private Hospital Operator in Brazil

Rede D’Or Fitch Rating – “AA” on a National Scale

Outlook: Positive

Key Highlights:

Rede D’Or announced a ~C$2.0B (R$5.0B) equity investment from the world’s leading institutional investors, The Carlyle Group (NASDAQ:CG) and GIC,

Singapore’s sovereign wealth fund, valuing the business at more than C$7.5BN on April 30, 2015.

Expects to invest ~C$600M (R$1.5B) to finance consolidation plans through acquisitions, new developments and expansions at existing facilities

Source: Rede D’Or Q4 2015 Institutional Presentation

Page 9: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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Canada52%

Brazil22%

Germany7%

Australasia19%

Hospitals37%

MOBs / Other63%

PORTFOLIO IMPACT: Increased Diversification

NOI BY REGION ASSET COMPOSITION

PORTFOLIO METRICS

Proforma Adjusted NOI by Region (including management fees)

increases to ~56% international / ~44% Canada

Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2)

Proforma Metrics on a fully consolidated basis are expected to improve to ~96.5% occupancy and ~11.0 year WALE

Recent acquisitions raise WALE in Brazil from ~21 years to ~22 years with NNNN leases

Proforma entity will increase by ~9% in Hospitals to 46%

Hospitals and to 54% MOB’s/Clinic’s on a proportionate basis.

Adj. NOI (Q2-16) Proforma NOI Proforma NOI

Note: Proforma for the Brazil transactions.

Adj. NOI (Q2-16)

Page 10: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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NWH REIT: Proforma Tenant Diversification

TOP 10 TENANTS BY GROSS RENT Q2-2016 (1) PROFORMA (2)

1. Gross rent has been adjusted to reflect the REIT’s 24.3% proportionate interest in Vital Trust, estimated gross rent from GHC at its 19.9% ownership interest as well as recording Hospital Sabara at its gross rent

(before financing).

2. Includes Brazil acquisitions of Hospital Ifor and Hospital Santa Helena.

1

2

3

6

7

8

9

10

4

5

Tenant Region% of Gross

Rent

Rede D'Or SL 15.6%

Healthe Care 3.9%

Bantrel Corporation 3.1%

CLSC/CSSS 2.9%

Hospital Sabara 1.9%

Shoppers Drug Mart 1.6%

Epworth Foundation 1.6%

Lawton’s Drug Mart 1.5%

Winnipeg Regional Health 1.4%

Healthscope 1.4%

Top 10 Tenants 39.2%

1

2

3

6

7

8

9

10

4

5

Page 11: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

1010

A P P E N D I X –

BRAZIL

Page 12: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

11

Inflation is declining at a rapid pace

MARCO ECONOMIC INDICATORS

Brazil Currency has rebounded and stabilized

BRAZIL MACRO ENVIRONMENT: Path to Stabilization

Source: XE.COM for Currency charts and Trading Economics / IBGE for Brazil IPCA statistics

Key Highlights:

Political: New acting President Michel Temer to cut spending and rein in entitlements

Economy: Forecasts are for a return to GDP growth of 1.0% in 2017

Inflation: Forecasts are for 7.25% in 2016 and 5.40% for 2017

Currency: Currency has rebounded to 0.42 BRL/CAD, an increase of over 30% from the low of 0.32 BRL/CAD

Demographic: Total population is estimated at 205 million in 2015, an increase from 203 million the prior year

+30% appreciation

Stabilized Level at 0.40

Inflation Index:

- Trailing twelve months has

declined from 10.9% to 7.6%

- Past three months yielded 1.04%

of inflation, implying a 4.2%

annualized rate

Declining month by month

Page 13: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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Increasing Income

Aging Populations

During the 10 year period

between 2003-2014, the

middle class has grown from

37% to 56%.

Represents an addition of 47

million individuals to the

Brazilian middle class

In the working population

age group of 25 to 64,

there has been an

increase of 35 million

individuals

The group has increased

from 45% of the

population to 54%

STRONG FUNDAMENTALS

GLOBAL HEALTHCARE SPENDING

BRAZIL HEALTHCARE MARKET: Open to Foreign Investment

MARKET OVERVIEW

Key Highlights:

The world’s third largest private healthcare market has opened up to foreign investment since changes were enacted by the government in March 2015.

Since the opening of the legislation, global private equity players / sovereign wealth funds such as the Carlyle Group, GIC, TPG, and others have been

investing significantly in healthcare operators and even buying individual hospitals (operations + real estate).

Source: National Association of Private Hospitals (ANAHP) in Brazil and the Rede D’Or Q4 2015 Institutional Presentation.

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• Brasília is the federal capital of Brazil and is located in

the Federal District which is in the Central-West.

• Fourth largest city in Brazil and sixth largest

metropolitan area.

• Brasília is the largest city in the world that did not exist

at the beginning of the 20th century.

• As a master planned city, hospital zoning is limited and

there is a north and south hospital sector.

• Population

• 2.8 million (City)

• 4.1 million (Metro)

• GDP

• R$ 61,915 per capita

• Land Area

• 5,802 square kilometers

Brasília is the Federal Capital and has the highest GDP per capita in Brazil

CITY PROFILE: Brasilia

LOCATION

REGIONAL FACTS

Source: Wikipedia – Economy of Brasilia.

Page 15: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics

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São Paulo is the largest city in the Southern Hempishere of the Americas

CITY PROFILE: São Paulo

• São Paulo is the largest city in Brazil, the largest city in

the southern hemisphere of the Americas, and ranks

amongst the world's top 10 largest cities by population.

• Main financial, corporate and commercial center in Latin

America.

• Represents 12% of the total Brazilian GDP and 36% of

the total output of goods and services of the State of

São Paulo.

• Population

• 11.9 million (City)

• 20.9 million (Metro)

• GDP

• R$ 39,799 per capita

• Land Area

• 1,523 square kilometers

LOCATION

REGIONAL FACTS

Source: Wikipedia – Economy of São Paulo.

Page 16: October 25, 2016 BRAZIL ACQUISITION UPDATE - Brazil Acquisition U… · Proforma Portfolio is comprised of 139 healthcare properties (Q2-16: 120; GHC: 17; RDSL: 2) Proforma Metrics