Slide 1: Responding to the Company's Underwhelming "Winning Strategy"
/\ VENTAS: VENTAS, INC. (NYSE: VTR) RESPONDING TO THE COMPANY'S UNDERWHELMING “WINNING STRATEGY” 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
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: What Ventas Wants Investors to Believe Is Highly Misleading
WHAT VENTAS WANTS INVESTORS TO BELIEVE IS HIGHLY MISLEADING A ventas’ CORRECTING THE RECORD, IT APPEARS THAT: . Ventas wants investors to believe it has performed similarly — or even better — than its closest peer Welltower (WELL), which is misleading at best given Ventas’ consistent and persistent
Slide 4: Key issues and Land & Buildings' plan to restore Ventas
TSR and valuation underperformance to Welltower, its closest peer, over standard time periods TSR and earnings underperformance prior to COVID-19 pandemic Same-store senior housing operating underperformance and operator concentration and performance issues Investor communication failures including
Slide 5: Ventas is not disputing Welltower as its closest peer
Ventas is not disputing Welltower (WELL) as its closest peer, but Land & Buildings uses actual results in its appears to be selectively deciding when to compare itself to WELL earnings analysis prior to 2022 and uses consensus estimates for 2022 growth – this is not an “error” to be fixed in our vie
Slide 6: Ventas' TSR badly underperformed prior to COVID-19
Ventas’ TSR badly underperformed prior to COVID-19 – using COVID as a shield against underperformance is a stretch Ventas ignores a direct comparison to Welltower, despite acknowledging WELL as its closest peer for comparison as seen on the prior page Ventas ignores the unaffected date and uses TSR
Slide 7: The Company talked down forward estimates and guidance consistently
The Company talked down forward estimates/guidance consistently, taking credit for beating significantly lowered expectations is a hollow victory We believe the perpetual estimate declines speaks volumes about the inability of the Company to effectively communicate about guidance
Slide 8: Just because a management team is battle-tested doesn't mean it's the right team
Just because a management team is “battle-tested”, doesn’t mean it’s the This capital allocation quote simply says the Company “shifted its “right team” in our view portfolio recently”, not that these investments were the rights ones While disclosures are historically poor and need enhancement, impr
Slide 9: Seemingly surface-level Board refreshment
Seemingly surface-level Board refreshment: most recently appointed directors each only sit on one Board committee, do not chair any committees, and are not on the powerful Investment Committee or Executive Committee
Slide 10: Land & Buildings' 4-pronged approach to restoring Ventas to blue-chip status
Land & Buildings has offered a 4-pronged, detailed approach to restoring Ventas to blue-chip status – the substance of which was repeatedly discussed with the Company over the past roughly 4 months Land & Buildings has attempted multiples times to restart a constructive dialogue, including in early
Slide 11: Mr. Litt's REIT board and shareholder advocacy experience
Mr. Litt has served on multiple REIT boards, and for the last 30 years has been an outspoken shareholder advocate as the #1-ranked analyst for 8 years by Institutional Investor magazine and as a leading activist in the REIT industry since 2012 Mr. Litt proactively sought to not stand for election at
Slide 12: Ventas fails to mention Mr. Shelton's Envision Healthcare tenure
On the Company’s slide highlighting Mr. Shelton, Ventas fails to even mention his Director tenure at Envision Healthcare (NYSE: EVHC), a national medical group. EVHC was created following a public-to-public merger and declined 32% during his time on the Board (from December 2016 to October 2018), in
Slide 13: Proxy solicitor contacts
Dan Zacchei John Ferguson Longacre Square Partners Saratoga Proxy Consulting dzacchei@longacresquare.com jferguson@saratogaproxy.com (212) 257-1311