11,500,000 Shares HEALTH CARE REIT, INC. (Liquidation Preference $25.00 Per Share) ($1.00 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2012 • Health Care Reit Inc /De/ • Real estate investment trusts • New York
Health Care REIT, Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”), an aggregate of 11,500,000 shares (the “Shares”) of the Company’s 6.50% Series J Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), $1.00 par value per share (the “Preferred Stock”). The dividend payment dates, conversion provisions, rank and other terms of the Preferred Stock are set forth in the Certificate of Designation relating to the Preferred Stock (the “Certificate”) to be filed with Secretary of State of Delaware (the “Secretary”).
