Slide 1: Curing a Decade of Underperformance
/\ VENTAS: VENTAS, INC. (NYSE: VTR) CURING A DECADE OF UNDERPERFORMANCE APRIL 2022 L&B|— ‘THIS PRESENTATION, FURNISHED ON A CONFIDENTIAL BASIS TO THE RECIPIENT, IS NEITHER AN OFFERTO SELL NOR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES, INVESTMENT PRODUCT OR INVESTMENT ADVISORY SERVICES. ITS I
Slide 2: Legal Disclosure
y LEGAL DISCLOSURE J\ VENTAS! DISCLAIMER he materials, contained herein, the “Materials”) represent the opinions of Land & Buildings Investment Management, LLC and the other participants named in this proxy solicitation collectively, “Land & Buildings”) and are based on publicly available informatio
Slide 3: Table of Contents
y TABLE OF CONTENTS J\ ventas 1. Executive Summary 4 2. Persistent Underperformance 9 3. A Failure of Oversight 18 4. Why Board Change is Necessary 33 5. The Right Shareholder Representative 43 LANDand BUILDINGS www.CureVentas.com 3
Slide 4: 1. Executive Summary
1. EXECUTIVE SUMMARY LANDandBUILDINGS
Slide 5: Land & Buildings Overview
y LAND & BUILDINGS OVERVIEW DECADES OF EXPERTISE IN THE REIT INDUSTRY * Firm Background * Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings”) is an SEC-registered investment advisor founded in 2008 and located in Stamford, Connecticut + Invests in the publi
Slide 6: It's Time to Cure Ventas: Vote the Blue Card
• • • • • • • • IT’S TIME TO CURE VENTAS AND ENSURE THE COMPANY’S RETURNS CAN ONCE AGAIN LIVE UP TO ITS REPUTATION BY VOTING ON THE BLUE CARD
Slide 7: Ventas Company Overview
y VENTAS COMPANY OVERVIEW A $35B HEALTHCARE REIT + Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries — healthcare and real estate * Portfolio of approximately 1,200 properties is buoyed by the demographic tailwind of a large and growing aging population
Slide 8: Senior Housing Fundamentals Inflecting
y SENIOR HOUSING FUNDAMENTALS INFLECTING /J\ VENTAS' VENTAS IS POSITIONED T0 BENEFIT FROM STRONG DEMOGRAPHICS * Strong secular demographic demand tailwinds * The 80+ demographic will be the fastest-growing age cohort over the next decade + Adoption of senior housing likely to accelerate as seniors h
Slide 9: 2. Persistent Underperformance
2. PERSISTENT UNDERPERFORMANCE < LANDand BUILDINGS
Slide 10: Welltower is Ventas' Most Comparable Peer
Welltower (WELL) is VTR’s most comparable peer by far in terms of portfolio mix, quality and size
Slide 11: Ventas Should Be Outperforming Welltower
y VENTAS SHOULD BE OUTPERFORMING WELLTOWER J\ ventas VTR OWNS A SUPERIOR, BETTER POSITIONED PORTFOLIO * Despite VTR’s superior portfolio and better positioned portfolio of assets, VTR has substantially underperformed WELL across all relevant shareholder return and earnings growth metrics over the pa
Slide 12: Ventas Has Consistently Underperformed
y VENTAS HAS CONSISTENTLY UNDERPERFORMED J\ ventas COMPANY HAS FAILED TO DELIVER FOR SHAREHOLDERS OVER THE PAST DECADE * Ventas has underperformed its closest peer Welltower (WELL), its Healthcare REIT peers, the REIT Index, and the S&P 500 in the last 10-, 5-, 3- and 1-year periods * The FTSE NAREI
Slide 13: CEO quote on COVID and TSR
And Covid, obviously, we have been at the epicenter of Covid. Half the business is senior housing. I think we've performed -- it has had an effect, a significant effect on the business…. Not only can we recapture senior housing NOI, but we can recapture that TSR. And that more recent period is what
Slide 14: Ventas Was an Underperformer Pre-COVID
VENTAS WAS AN UNDERPERFORMER PRE-COVID THE PANDEMIC IS NOT RESPONSIBLE FOR WHAT AILS VENTAS /J\ VENTAS’ * Ventas underperformed Welltower (WELL), its Healthcare REIT peers, the REIT Index, and the S&P 500 in the last 10-, 5-, 3- and 1-years, prior to the beginning of the COVID-19 pandemic Material T
Slide 15: Total Shareholder Return (Indexed to 100)
• 180 160 Total Shareholder Return (Indexed to 100) 140 120 100 80 60 40 20 - Ventas Welltower REIT Index NAREIT Healthcare Index
Slide 16: Earnings Growth Has Materially Lagged Peers
y EARNINGS GROWTH HAS MATERIALLY LAGGED PEERS J\ VENTAS VENTAS HAS NOT BEEN ABLE TO KEEP UP * FFO growth has consistently underperformed Welltower and Healthcare REIT peers by -21% and -57%, respectively, over the past 10 years * Earnings growth underperformance vs. WELL and Healthcare REIT peers da
Slide 17: Company-specific downward estimate revisions
• • Even as pandemic impact had run its course and senior housing was inflecting up, VTR still saw material downward revisions due to company- specific issues (ESL)
Slide 18: 3. A Failure of Oversight
3. A FAILURE OF OVERSIGHT LANDandBUILDINGS
Slide 19: Ventas Board Failed to Effectively Oversee Management
y VENTAS BOARD FAILED TO EFFECTIVELY OVERSEE MANAGEMENT J\ veNTas LONG-TERM UNDERPERFORMANCE — OVERSEEN BY A MAJORITY OF THE CURRENT DIRECTORS ‘uu capital allocation missteps « Squandered a premium valuation on low quality acquisitions « Too many mega-deals at premium pricing « Underwhelming balance
Slide 20: Premiums paid on mega-deals
Date: 2011 Ticker: NHP Size: $7.4B Premium Paid: +15% All-Stock Date: 2014 Ticker: HCT Size: $2.6B Premium Paid: +14% Stock/Cash Date: 2021 Ticker: SNR Size: $2.3B Premium Paid: +31% All-Stock
Slide 21: Ventas Mega-Deals Have Failed to Deliver
y VENTAS MEGA-DEALS HAVE FAILED TO DELIVER J\ ventas BILLIONS OF INVESTMENT ACTIVITY BUT NOT A LOT TO SHOW FOR IT Ventas touts $3 billion annually in investment activity since 2010 — but where is the value creation and accountability? Would shareholders have been better served not doing some of thes
Slide 22: Communication Breakdown
y COMMUNICATION BREAKDOWN /J\ VENTAS' STEADFAST BULLISHNESS CONTRASTED POORLY WITH LAGGING RESULTS AND DIFFICULT OPERATING ENVIRONMENT Ventas — 2Q15 Earnings Call, 07/24/15 All of this momentum reinforces how bullish! am on Ventas. Ventas — 2Q17 Earnings Call, 07/28/17 The Second Quarter continued o
Slide 23: Substantial Senior Housing Underperformance
y SUBSTANTIAL SENIOR HOUSING UNDERPERFORMANCE J\ VENTAS BOARD AND MANAGEMENT HAVE NOT EFFECTIVELY OVERSEEN OPERATORS * As acquisition volumes increased, including lower quality portfolios, Ventas’ senior housing operating portfolio (SHOP) same- store revenue and net operating income (NOI) growth sig
Slide 24: High Senior Housing Operator Concentration
y HIGH SENIOR HOUSING OPERATOR CONCENTRATION J\ Ventas: OVER-RELIANCE ON TOO FEW SENIOR HOUSING OPERATOR RELATIONSHIPS * Inthe 3 years leading up to the COVID-19 pandemic (2016 — 2019), just two senior housing operators (Atria and Sunrise) Top2 SHOP Operator gig D017 sore 2018 represented a substant
Slide 25: 2019 Pivot to Growth Failure
y 2019 “PIVOT TO GROWTH” FAILURE MAJOR COMMUNICATIONS BLUNDER SEVERELY DAMAGED COMPANY CREDIBILITY . Ventas championed a “pivot to growth” on its June 2019 investor day, using the phrase a dozen times during the call The Company promised that earnings for the entire Company would grow in 2020 and co
Slide 26: Citi downgrade quote on guidance
While we have deep respect for management and their longer- term success, the recent guidance and forecasting stumbles have broken our confidence in their ability to forecast… Going forward, we see…a diminishment of credibility following the Investor Day, subsequent investor meetings and conferences
Slide 27: Industry Not to Blame for 2019 Disappointment
y INDUSTRY NOT TO BLAME FOR 2019 DISAPPOINTMENT FAILED PIVOT WAS A COMPANY-SPECIFIC ISSUE * Despite Ventas’ pronouncements of senior housing problems, industry-specific issues do not appear to be the culprit for the Company’s poor performance in 2019 Green Street — 3Q19 Earnings Wrap-Up, 11/07/19 ,
Slide 28: Forfeiting Value: GIC Life Science Joint Venture
y FORFEITING VALUE: GIC LIFE SCIENCE JOINT VENTURE J\ VENTAS MISMANAGED BALANCE SHEET LED T0 COSTLY MISSTEP * In late 2020, VTR, seeking to shore up its balance i t i sheet, raised cash by selling a 45% interest in its life a a sciences development * The $930 million JV valued the assets at a 7% yie
Slide 29: The Eclipse Senior Living Failure
y THE ECLIPSE SENIOR LIVING (ESL) FAILURE ESL FIASCO EXACERBATED EARNINGS WEAKNESS * ESL, a new senior housing operator, was created by Ventas in January 2018 to manage 76 underperforming assets which had previously been operated under a triple net lease structure * ESL badly underperformed in subse
Slide 30: Valuation Eroding: Premium to Discount
VALUATION ERODING: FROM A PREMIUM VALUATION TO A DISCOUNT A ventas A PREMIUM VALUATION TO NAV HAS TURNED INTO A STEEP DISCOUNT + VTR historically traded more closely to NAV than WELL, prior to the past 5 years * Today, WELL trades at a nearly 40% premium while VTR trades at a discount Premium Spread
Slide 31: Valuation Eroding: Implied Cap Rate Spread
y VALUATION ERODING: IMPLIED CAP RATE SPREAD J\ Ventas: VENTAS IS NOT RECEIVING CREDIT FOR ITS SUPERIOR PORTFOLIO * Ventas has historically traded nearly in-line with WELL on an implied cap rate basis — it now trades ~80bps wide + Ventas owns a high-quality portfolio that most analysts believe would
Slide 32: Valuation Eroding: Earnings Multiple Spread
VALUATION ERODING: EARNINGS MULTIPLE SPREAD A ventas YEARS OF EARNINGS/ COMMUNICATIONS DISAPPOINTMENTS HAS LED TO BIG MULTIPLE DISCOUNT TO CLOSEST PEER * VTR relative multiple spread to WELL deteriorated amid the pandemic despite VTR’s lower senior housing exposure + VTR now trades more than 4 multi
Slide 33: 4. Why Board Change is Necessary
4. WHY BOARD CHANGE IS NECESSARY LANDandBUILDINGS
Slide 34: A Board in Need of Real Change and Refreshment
y A BOARD IN NEED OF REAL CHANGE AND REFRESHMENT J\ VENTAS DEEP SEATED ISSUES ARE APPARENT IN THE VENTAS BOARDROOM * 5 directors with tenure over 10 years Board and Major Committees Led by Long Tenured Directors + Ventas’ total shareholder return, earnings growth Ee oe ee ais 1 and valuation underpe
Slide 35: Investment Committee Needs Fresh Faces
y INVESTMENT COMMITTEE NEEDS FRESH FACES J\ veNTAS THE BOARD'S OLD GUARD DOMINATES ITS MOST IMPORTANT COMMITTEE * Investment Committee is comprised of longest- Investment Committee tenured, most entrenched and least diverse Directors * Committee members: 6 (7 including Embler) Chair + Average board
Slide 36: Executive Committee
y EXECUTIVE COMMITTEE J\ veNTAS ARELIC OF THE PAST THAT WE BELIEVE SHOULD BE ELIMINATED * Old guard Executive Committee + Similar to the Investment Committee, the Executive Committee is comprised of the longest tenured, most entrenched and least diverse directors + Further stratifying the Board + It
Slide 37: Timeline of engagement with Ventas
• DECEMBER 1 – 3, 2021 JANUARY 6, 2022 JANUARY 19, 2022 MARCH 6, 2022 Mr. Litt and Ms. Cafaro had a telephone call to Various members of the Mr. Litt sent an email to Mr. Only hours after a media discuss L&B’s concerns on Board interviewed Mr. Litt. Lustig expressing his report that Land & Buildings
Slide 38: A Purely Reactionary Governance Change
• • • • A Purely Reactionary Governance Change: Embler was appointed to the Board following Land & Buildings’ attempt to reach a resolution with Ventas and in the hours after a Wall Street Journal story highlighting Land & Buildings’ involvement was released on March 6th, 2022
Slide 39: Embler statements at Taubman and Ventas
Taubman 2017 Mr. Embler: “I believe that my significant public Board experience and experience representing the interests and perspectives of shareholders will enable me to build on the strong independent leadership at Taubman…I look forward to continuing to build on the Company’s positive momentum
Slide 40: Presiding Director responsibility
• • • • • • In addition to overseeing poor performance, an eroding valuation, lost investor confidence and poor governance practices as Presiding Director, the bad faith engagement and defensive maneuvers the Board has adopted fall on Mr. Shelton as well
Slide 41: Substantial Insider Selling
X SUBSTANTIAL INSIDER SELLING )\ veNTAS 4 * Over the last 10 years, Ventas insiders have sold stock in the open market 80 times * The one insider who bought stock once in the open market over the past decade is a retired Director LDINGS
Slide 42: Abusing the Corporate Machinery
y ABUSING THE CORPORATE MACHINERY J\ ventas VENTAS DELIBERATELY SHORTENED THE SOLICITATION WINDOW IN OUR VIEW * Since 2015, the gap between Ventas’ definitive proxy filing and the date of its Annual Meeting has ranged from 40 to 44 days * This year, the gap is just 29 days, an approximately two-week
Slide 43: 5. The Right Shareholder Representative
6.THERIGHT SHAREHOLDERREPRESENTATIVE = LANDand BUILDINGS
Slide 44: Why Jonathan Litt is the Right Shareholder Representative
y WHY JONATHAN LITT IS THE RIGHT SHAREHOLDER REPRESENTATIVE A\ ventas UNPARALLELED EXPERTISE IN REIT FINANCIAL ANALYSIS, CAPITAL ALLOCATION AND GOVERNANCE IMPROVEMENT * 30-year career researching, analyzing and investing in public and private real estate, including healthcare * Has followed Ventas s
Slide 45: A Recognized Real Estate Thought Leader
y A RECOGNIZED REAL ESTATE THOUGHT LEADER L\ VENTAS LITT IS CONSISTENTLY CALLED ON FOR VIEWS ON INVESTMENT AND SECTOR TRENDS BEYOND ACTIVISM DLDT * THE WALL STREET JOURNAL. Ehe New York Cimes If the Office Is Really a Thing of the Past, After Pandemic, Shrinking Need for These Investors Will Make a
Slide 46: Case Study: Mack-Cali (CLI)
y CASE STUDY: MACK-CALI (CLI) J\ VENTAS! JON LITT WORKED CONSTRUCTIVELY WITH THE BOARD FOR THE BENEFIT OF ALL SHAREHOLDERS + Mr. Litt followed Mack Cali Realty Corp (“Mack-Cali”), an office and apartment REIT, since before its IPO in 1994 and identified significant 60% ax undervaluation that had per
Slide 47: Case Study: Taubman Centers (TCO)
y CASE STUDY: TAUBMAN CENTERS (TCO) J\ veNTAS A LONG-TERM SHAREHOLDER AT TAUBMAN WORKED TO AFFECT POSITIVE CHANGE OVER MANY YEARS * Mr. Litt followed Taubman Centers, a regional mall REIT, since before its IPO in 1992 and identified significant operational and capital allocation deficiencies leading
Slide 48: What Jonathan Litt Would Do From Day One
) WHAT JONATHAN LITT WOULD DO FROM DAY ONE J\ VeNTAS LANDand BUILDINGS www.CureVentas.com 48
Slide 49: Curing Ventas: Capital Allocation
CURING VENTAS: CAPITAL ALLOCATION J\ veNTAS LITT WOULD WORK WITH CURRENT BOARD TO HELP INSTILL ENHANCED CAPITAL ALLOCATION DISCIPLINE AND CREATIVITY Work with Investment Committee members to identify how to achieve better outcomes than prior acquisitions * Ventas’ large public-to-public deals appear
Slide 50: Curing Ventas: Repairing Investor Communications
y CURING VENTAS: REPAIRING INVESTOR COMMUNICATIONS J\ ventas IMPROVING THE INCONSISTENT MESSAGING THAT HAS HURT INVESTOR CONFIDENCE Realistic, straightforward commentary and outlook * Mr. Litt would advocate from the Board-level that management begin communicating in a more transparent way that reso
Slide 51: Curing Ventas: Internal Growth Acceleration
CURING VENTAS: INTERNAL GROWTH ACCELERATION A ventas INSTILLING ENHANCED CAPITAL ALLOCATION DISCIPLINE AND CREATIVITY Work closely with existing senior housing operators to capture substantial upside following material underperformance The data is clear that there is a disconnect between the actual
Slide 52: Curing Ventas: Governance Invigorated
y CURING VENTAS: GOVERNANCE INVIGORATED J\ veNTAS INSTILLING ENHANCED CAPITAL ALLOCATION DISCIPLINE AND CREATIVITY Elect Jonathan Litt to Board and appoint to Investment Committee It is clear to us that an investor representative is needed not just on the Board, but on the powerful Investment Commit
Slide 53: Contact information
Dan Zacchei John Ferguson Longacre Square Partners Saratoga Proxy Consulting dzacchei@longacresquare.com jferguson@saratogaproxy.com (212) 257-1311