Vital Healthcare has responded to concerns investors are being swayed into supporting the trust's manager ahead of an acrimonious meeting on Thursday.

The New Zealand Shareholders Association drew attention to the issue yesterday saying some unitholders had received phone calls from representatives of the trust or its manager asking them how they voted and why.

Michael Midgley, NZ Shareholders Association chief executive, said Vital's manager NorthWest Healthcare had "overstepped the mark" by calling unitholders before the meeting at Ellerslie.

But David Carr, Vital chief executive, dismissed the association's fears: "A lot of people have been pleased and say 'thanks'. They've been asked not how they have voted but if they have voted and if they said they voted, they have been asked why they voted how they did and if they are prepared to share that information."


Carr said the calls were an attempt to counter what he termed "voter apathy", saying investor interest in some matters in the past had garnered less than 50 per cent of unitholder votes.

The phone calls were an attempt to provide information and assist unitholders, rather than trying to influence them or change the outcome, Carr stressed.

"It's not converting votes or trying to change votes. That's not the way the discussion works. The notice of meeting is out and we've a large amount of apathy in voting. We are asking if they have a notice of the meeting and do they need help filling out a form - all that sort of stuff."

Midgley's notice was headed "how far is too far?"

"At least one unitholder was told to vote against the resolutions proposed by the unitholders, another was asked if they would like advice on how to vote and one said they were told they had made a poor choice," Midgley said.

"This behaviour goes beyond the norm for proxy solicitation and NZSA thinks it goes too far, such conduct is unacceptable. All unitholders have received information on which to make their decision."

The manager should respect their decision and not question them about it, he said.

"The result of this behaviour by the manager may be the opposite of what the manager seeks with some unitholders opting to reverse their earlier decision to support the manager.

"NZSA reminds all unitholders that they can change their vote as it is the last vote that counts. Unitholders unable to attend the meeting can appoint NZSA as their proxy but should act immediately."

Brian Gaynor, an executive director of Milford Asset Management, predicted in a Herald column this month that Thursday's meeting could be acrimonious because several large investors, including ACC, had proposed resolutions opposed by directors.

"These resolutions raise long-standing issues about the management of the trust by an external company. These external management arrangements can be hugely disadvantageous for investors and Vital is the last listed NZX entity to retain this structure," Gaynor wrote on December 8 in an article headlined Why a Vital battle's brewing in the boardroom.

The resolutions' objectives are:

1. To remove the trust deed clause that allows the manager to unilaterally remove independent directors and unilaterally remove the right of unitholders to nominate and vote on independent directors.

2. To remove the ability of the manager to unilaterally alter the manager's fee.

3. To request the manager to negotiate in good faith to bring current fees in line with market levels.

4. To increase the size of the management company board to six directors (the trust has no directors) with a minimum of four independent directors and a minimum of two independent directors elected by trust unitholders.

5. To require the manager to amend its policies to reflect resolutions 1, 2 and 4 and ensure that the primary duty of the board is to the unitholders of the trust.

Vital has a $923m market capitalisation, its units trading around $2.07 yesterday.

• Vital Healthcare AGM, 2pm, Thursday, Ellerslie Events Centre, Auckland