Heartland Group Holdings establishes DRP

NZX/ASX Release

Heartland Group Holdings establishes Dividend Reinvestment Plan

10 December 2018


Heartland Group Holdings Limited (NZX/ASX:HGH) (Heartland Group) announces that it has
established a Dividend Reinvestment Plan giving eligible shareholders opportunity to reinvest some
or all of their dividend payments into new ordinary shares in Heartland Group.

The Offer Document and instructions for participating in the Dividend Reinvestment Plan are being
sent to eligible shareholders today. Attached to this announcement is a copy of the Offer Document
and the communication to eligible shareholders.

– Ends –

For further information, please contact:

Julia Belk
Investor Relations Manager
DDI 09 926 3837
Julia.belk@heartland.co.nz

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10 December 2018










Dear Shareholder

Dividend Reinvestment Plan
Heartland Group Holdings Limited (Heartland Group) has established a Dividend Reinvestment Plan (DRP). The DRP gives
you the opportunity to reinvest some or all of your dividend payments into new ordinary shares in Heartland, allowing you
to increase your investment in Heartland Group without incurring brokerage charges. Full details of the DRP are contained
in the enclosed Offer Document.

IMPORTANT NOTICE
Your previous election under the Heartland Bank Limited DRP has not automatically been carried across to the
Heartland Group Holdings Limited DRP following the corporate restructure on 31 October 2018.

If you previously participated in the Heartland Bank Limited DRP, and wish to continue to receive shares instead of
dividend payments, you must make a new election to participate in the Heartland Group Holdings Limited DRP.


If you wish to receive dividend payments in cash, you do not need to do anything.

How to participate
If you wish to participate in the DRP, you need to make a participation election, either online at
https://investorcentre.linkmarketservices.co.nz or by completing the enclosed Dividend Reinvestment Election form and
returning it to Heartland Group’s Share Registrar Link Market Services. Please refer to section 5 of the Offer Document for
further details on making a participation election.

To be eligible to participate in the DRP, you must have a New Zealand or Australian address recorded in Heartland Group’s
share register.

Key features
The key features of the DRP are similar to those for Heartland Bank Limited’s DRP. In particular, the strike price for shares
issued under the DRP will be calculated in the same way, which will be by reference to the volume weighted average sale
price on all trades that took place during the 5 trading days immediately following the record date determined by
Heartland Group. The Board of Heartland Group may choose to apply a discount to the strike price. If a discount will apply,
this will be announced at the same time as details of the dividend are announced.

Please read the Offer Document carefully and consult your broker, financial, investment or other professional adviser if you
have any questions.

Thank you for continued support of Heartland Group.

Yours sincerely


Geoffrey Ricketts
Chair of the Board
CSN/Holder Number:

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10 DECEMBER 2018
This is an important document. You should read the whole
document before making any decisions. If you have any
doubts as to what you should do, please consult your
broker, financial, investment or other professional advisor.
Dividend
Reinvestment Plan
OFFER DOCUMENT

2
HEARTLAND GROUP HOLDINGS
LIMITED DIVIDEND REINVESTMENT
PLAN
TERMS AND CONDITIONS
1 Introduction
This document (“Offer Document”) contains the terms and
conditions of the Heartland Group Holdings Limited (“Heartland”)
Dividend Reinvestment Plan (the “Plan”).
The Plan is available to you (“you”) if, subject to clauses 3 and 4,
you are the holder of ordinary shares in Heartland (“Shares”).
Under the Plan, you may elect to reinvest the net proceeds
of cash dividends payable or credited on all or some of
your fully paid Shares by acquiring further Shares (“Additional
Shares”).
The record date for determining your entitlement to Additional
Shares under the Plan is 5:00pm on the date fixed by Heartland
for determining entitlements to dividends payable or credited on
Shares (“Record Date”).
This Offer Document has been prepared as at
10 December 2018.
2 Available Options
You may elect to participate in the Plan by exercising one of the
following options:
(a) Full Participation – If you choose full participation, the Plan
will apply to the cash dividends payable or credited from time
to time in respect of all Shares registered in your name.
(b) Partial Participation – If you choose partial participation,
the Plan will only apply to the cash dividends payable or
credited from time to time in respect of your nominated
percentage of Shares registered in your name.
The Shares, if any, which you have chosen to participate in the
Plan at each Record Date will be your “Participating Shares”.
If you do not wish to participate in the Plan and instead wish to
receive any dividends payable or credited in respect of your Shares
from time to time in cash you do not need to do anything.

3
3 Overseas Shareholders
3.1 Heartland may, in its absolute discretion, elect not to offer
participation in the Plan to shareholders whose address is outside
New Zealand if Heartland considers that to do so would risk
breaching the laws of any other jurisdiction and it would be unduly
onerous to ensure that the laws of those jurisdictions are complied
with. As at the date of this Offer Document, the Plan is only available
to holders of Shares who have an address in New Zealand or
Australia. However, the Board may amend this policy at any time, in
its sole discretion.
3.2 If you do not reside in New Zealand, Australia or any other jurisdiction
in respect of which the Plan is made available and you participate in
the Plan through a nominee resident in New Zealand, Australia or any
other such jurisdiction you will be deemed to represent and warrant
to Heartland that you can lawfully participate through your nominee.
Heartland accepts no responsibility for determining whether any
person is able to participate in the Plan under laws applicable outside
of New Zealand, Australia or any other jurisdiction in respect of
which the Plan is made available.
4 Exclusion where Liens or Charges over Shares
If you hold any Shares over which Heartland has a lien or charge,
those Shares will not be eligible to participate in the Plan.
5 Participation Election
5.1 To participate in the Plan you must make a “Participation Election”
in one of the following ways:
(a) Online Election – by visiting the website of
Heartland’s Share Registrar, Link Market Services:
https://investorcentre.linkmarketservices.co.nz.
Once you have logged in, you should click “Payment and Tax”,
then “Reinvestment Plans”, and then “Edit Instruction” to
participate in the Plan. If you make an Online Election, you
will be required to confirm that you have read, understood
and complied with the terms and conditions of the Plan; or
(b) Participation Notice – by completing the enclosed
participation notice which accompanies this Offer Document
(the “Participation Notice”) and mailing it to Heartland’s
Share Registrar at:
Link Market Services Limited
PO Box 91976
Auckland 1142
or such other person or address as Heartland may determine
from time to time.
5.2 You can make your Participation Election at any time while
this Plan is in effect by following one of the steps in clause 5.1.
Participation Notices can be obtained from Heartland’s Share
Registrar at any time.
5.3 If your Participation Election does not specify your degree of
participation in the Plan, you will be deemed to have chosen full

4
participation if your Participation Election is otherwise correctly
completed and signed.
6 Timing for receipt of Participation Election
Each Participation Election that is correctly completed and
received by Heartland’s Share Registrar by 5.00pm on the first trading
day immediately following the Record Date (or such later date as
determined by Heartland and advised to the market) will apply to the
dividend payment for that Record Date and, unless varied or terminated
in accordance with clause 16, will apply to all subsequent dividend
payments. On the dividend payment date, the net proceeds of
cash dividends payable or credited on your Participating Shares
will be reinvested in Additional Shares.
7 Formula for Calculation of Additional Shares and
Strike Price
7.1 If you choose to participate in the Plan, the number of Additional
Shares you will be allotted will be calculated in accordance with
the following formula:

N =
PS x D
SP
Where:
N is the number of Additional Shares you will receive (with
fractional entitlements to be rounded to the nearest whole
number)
PS is the number of your Participating Shares
D is the net proceeds of cash dividends paid or credited per
Share by Heartland (expressed in cents and fractions of cents,
including any applicable supplementary dividends in respect of
Participating Shares payable to non-resident shareholders but
excluding any tax credits and after deduction of any withholding or
other taxes, if any)
SP is the Strike Price, calculated in accordance with clause 7.2
7.2 The Strike Price will be calculated in accordance with the following
formula:
SP = P x E
Where:
P is the volume weighted average sale price in New Zealand dollars
(expressed in cents and fractions of cents) for a Share calculated
on all trades of Shares which took place through the NZX Main
Board over the period of 5 trading days immediately following the
Record Date. If no sales of Shares occur during those 5 trading
days, then the volume weighted average sale price will be deemed
to be the sale price for a Share on the last trade of Shares which
took place prior to such trading days as determined by NZX
Limited. The price “P” may be reasonably adjusted by Heartland
to allow for any bonus issue or dividend or other distribution
expectation. If, in the opinion of the Board, any exceptional or
unusual circumstances (including any unusual or irregular trades)
have artificially affected the price “P”, Heartland may make such
adjustment to that price as it considers reasonable

5
E is the percentage determined by the Board from time to time,
in its absolute discretion, provided that such percentage discount
(if any) shall not be less than 95 per cent. As at the date of this
Offer Document, the percentage is 100 per cent. Any change to
this percentage shall be notified to NZX Limited not later than 10
trading days prior to the relevant Record Date.
The price at which your Additional Shares will be allotted will
be the Strike Price. The determination of the Strike Price of
the Additional Shares by the Board, or by some other person
nominated by the Board, will be binding on all participants in the
Plan.
8 Compliance with Laws, Listing Rules and
Constitution
8.1 The Plan will not operate to the extent that the allotment of
Additional Shares under the Plan would breach any applicable law,
the NZX Main Board Listing Rules or any provision of Heartland’s
constitution.
8.2 If, for any reason, Heartland cannot allot your Additional Shares,
the relevant dividend on your Participating Shares will be paid
or distributed to you in the same manner as to shareholders not
participating in the Plan. You will not be paid interest on any such
payment.
9 Issue of Additional Shares
Heartland will allot your Additional Shares in accordance with
clauses 7 to 8 on the day that you would otherwise have been
paid a dividend.
10 Share Price Information Publicly Available
Heartland will ensure that at the time the Strike Price is set under
clause 7.1 it will have no information that is not publicly available
that would, or would be likely to, have a material adverse affect on
the realisable price of the Shares if it was publicly available.
11 Terms of Issue and Ranking of Additional Shares
Your Additional Shares will be allotted on the terms set out in
this Plan, subject to the rights of termination, suspension and
modification set out in clause 14. Your Additional Shares will,
from the date of allotment, rank equally in all respects with each
other and with all other Shares of Heartland on issue as at that
date.
12 Source of Additional Shares
Your Additional Shares may, at the Board’s discretion, be:
(a) new Shares issued by Heartland;
(b) existing Shares acquired by Heartland or a nominee or agent
of Heartland; or
(c) any combination of (a) and (b) above.
13 Statements
If you choose to participate in the Plan, Heartland will send a
statement to your address or electronic mail address (if you have
elected to receive communications electronically) as set out in

6
Heartland’s share register within 5 trading days of the allotment
of Additional Shares detailing:
(a) the number of your Participating Shares as at the Record
Date;
(b) the amount of your cash dividend reinvested in Additional
Shares and the amount paid in respect of any of your Shares
that are not participating in the Plan (if applicable);
(c) the Strike Price and number of Additional Shares you were
allotted under the Plan;
(d) the amount of any tax deductions or withholdings,
imputations or other taxation credits in respect of the cash
dividend; and
(e) such other matters required by law with respect to dividends
and/or reinvestment.
14 Termination, Suspension and Modification
The Board may, in its sole discretion, at any time:
(a) terminate, suspend or modify the Plan. If the Plan is
modified, your Participation Election will be deemed to be
a Participation Election under the modified Plan unless you
withdraw or modify your Participation Election in accordance
with clause 16;
(b) resolve that some or all of a dividend will be paid in cash only
instead of the Plan applying;
(c) resolve that in the event of the subdivision, consolidation or
reclassification of the Shares into one or more new classes
of shares, your Participation Election will be deemed to be a
Participation Election in respect of the shares as subdivided,
consolidated or reclassified unless you withdraw or modify
your Participation Election in accordance with clause 16;
(d) resolve that your Participation Election will cease to be of any
effect; or
(e) determine that Additional Shares may be issued at a discount
to the market price of Shares and the amount of any such
discount.
15 Prior Notice
You will be sent written notice by Heartland of any modification or
termination to the Plan at your address or electronic mail address
(if you have elected to receive communications electronically)
as set out in Heartland’s share register prior to the Record Date
on which any modification or termination will take effect effect,
unless Heartland:
(a) modifies or terminates the Plan to comply with any applicable law,
the listing rules of any stock exchange on which the Shares are
quoted or any provision of the constitution; or
(b) makes minor amendments to the Plan where such amendments
are of an administrative or procedural nature,
in which case no notice need be given.

7
16 Variation or Termination
You may at any time:
(a) increase or decrease the number of your Participating Shares
by making a new Participation Election in accordance with
clause 5.1; or
(b) terminate your participation in the Plan by revoking your
Online Election at https://investorcentre.linkmarketservices.
co.nz or by written notice to Heartland’s Share Registrar at
the address set out in clause 5.1.
Such variation or termination will take effect in accordance with
clause 6 as if it were a Participation Election.
17 Partial Dispositions
If you dispose of any of your Participating Shares, you will be
deemed to have terminated your participation in the Plan with
respect to the Participating Shares you disposed of from the
date Heartland’s Share Registrar registers a transfer of those
Participating Shares.
18 Dispositions of all of your Participating Shares
If you dispose of all of your Participating Shares, you will be
deemed to have terminated your participation in the Plan from
the date Heartland’s Share Registrar registers a transfer of those
Shares.
19 Taxation
For New Zealand tax purposes, if you reinvest the net proceeds of
your cash dividends to acquire Additional Shares, you should be
treated in the same way as if you had not participated in the Plan.
This means that if you participate in the Plan, you should derive
dividend income of the same amount that you would have derived
had you not participated in the Plan. The taxation summary
above is based on New Zealand taxation laws as at the date of
this Offer Document and is, of necessity, general. It does not take
into account your individual circumstances and the specific tax
consequences of your participation or non-participation in the
Plan, which may vary considerably. You should not rely on this
general summary but should seek your own tax advice. Heartland
does not accept any responsibility for the financial or taxation
effects of your participation or non-participation in the Plan.
20 Costs
You will not be charged for participation or withdrawal from the
Plan. You will not incur any brokerage costs on the allotment of
your Additional Shares.
21 Quotation of Additional Shares
The Shares have been accepted for quotation by NZX Limited
and it is expected that the Additional Shares will be quoted
upon completion of allotment procedures. However, NZX
Limited accepts no responsibility for any statement in this Offer
Document.

8
You cannot trade in any Additional Shares allotted to you pursuant
to the Plan, either as principal or agent, until official quotation of
the Additional Shares on the NZX Main Board in accordance with
the NZX Main Board Listing Rules. Heartland expects that the
Additional Shares will commence trading on the NZX Main Board
on the trading day immediately after their allotment.
22 Listing Rules
The Plan is subject to the NZX Main Board Listing Rules and to any
rules for clearing and/or settlement which apply to the NZX Main
Board from time to time (together, the “Rules”) and in the event
of any inconsistency between the Plan and the Rules, the Rules
will apply.
23 Governing Law
The Plan and its operation will be governed by the laws of New
Zealand.
24 Dividend Policy
Heartland’s current dividend policy can be found on its website at
shareholders.heartland.co.nz.
25 Other Information
You can download an electronic copy of Heartland’s most recent
Annual Report and Heartland’s most recent financial statements
(and any auditor’s report on those financial statements) from
Heartland’s website at shareholders.heartland.co.nz
Alternatively, you can request a copy of these documents free of
charge by writing to Heartland’s registered office at:
Heartland Bank Limited
35 Teed Street
Newmarket
Auckland 1023

9
INSTRUCTIONS
You may make your Participation Election, or vary
an existing Participation Election, online by visiting:
https://investorcentre.linkmarketservices.co.nz, instead of completing
the Participation Notice attached to this Offer Document (refer to
clause 5.1 for further details).
How to complete the Participation Notice:
Read carefully the Terms and Conditions contained in the Offer
Document. In the Participation Notice, where the context requires, a
reference to “I” includes a reference to “we”. If you do not understand
the Terms and Conditions, the Participation Notice or if you have any
questions about what to do in relation to the Plan, please consult your
broker, financial, investment or other professional advisor.
1 Your Details
You should enter the name of the shareholder who wishes to
participate in the Plan as recorded in Heartland’s share register.
For example, if you are a joint shareholder, you should enter the
name of all joint shareholders or if you are applying on behalf of a
company, you should enter the name of that company. You must
also enter the address and CSN for the relevant shareholder. In
some cases, the form you receive may already be personalised,
in which case you will only need to complete those details which
have not been personalised (such as your Participation Election).
2 Participation
• Choose full participation or partial participation in the Plan by
ticking the corresponding box.
• If you choose partial participation in the Plan, you must
also state the percentage of your Shares that you wish to
participate in the Plan.
• Make one application only, whether personally or through a
custodian or other nominee shareholder.
3 Certification
I confirm that I wish to apply for the amount of my Shares
indicated in the Participation Notice to participate in the Plan,
and agree that:
• By applying for participation in the Plan, I acknowledge that I
have received the Offer Document containing the Terms and
Conditions dated 10 December 2018, and confirm that I have
read the Participation Notice and the Offer Document in their
entirety. I irrevocably and unconditionally agree to the Terms
and Conditions.
• If I am not applying through a New Zealand or Australian
resident nominee, I certify that my registered address is in
New Zealand or Australia and I currently hold Shares.
• If I am applying through a New Zealand or Australian resident
nominee, I represent and warrant to Heartland that I can
lawfully participate in the Plan through my nominee and I
currently hold Shares through my nominee.

10
4 Execution
You should sign the Participation Notice where indicated.
5 Contact Details
Fill in your daytime telephone number and contact name, as we
may need to contact you, for example, if you have not filled in the
Participation Notice correctly.
Once complete, you should post your Participation Notice to
Heartland’s Share Registrar at the following address:
Link Market Services Limited, PO Box 91976, Auckland 1142.

PARTICIPATION NOTICE
HEARTLAND GROUP HOLDINGS LIMITED - DIVIDEND REINVESTMENT PLAN
YOU SHOULD NOT COMPLETE THIS FORM IF YOU WISH TO RECEIVE ANY DIVIDENDS DECLARED IN CASH
The Dividend Reinvestment Plan Offer Document which this Participation Notice accompanies is important. Terms used in this Participation Notice have the
meaning given to them in the Offer Document. If you have any questions in relation to the Plan, please consult your broker, financial, investment or other professional
advisor. Please see instructions in the Offer Document on how to complete this Participation Notice and where to send it.
Heartland offers its shareholders the ability to participate in the Plan on the terms set out in the Offer Document dated 10 December 2018. If you wish to participate
in the Plan or to vary your participation in the Plan, you should make a Participation Election by completing this form and sending it to Heartland’s Share Registrar.
Alternatively, you may make your Participation Election, or vary an existing Participation Election, online by visiting https://investorcentre.linkmarketservices.co.nz, (refer to
clause 5.1 of the Offer Document for further details).
Shareholder Name:
(Please provide the exact registered name(s) as it appears on your Security Transaction Statement that your Heartland shares are held in)
Shareholder’s Address:
CSN / Holder Number:
I wish to participate in the Plan and request:

Option 1: Full participation (including any future Heartland Shares acquired)
OR

Option 2: Partial participation (state percentage of Heartland Shares to participate in the Plan: %)
CERTIFICATION
By accepting this offer and participating in the Plan, you are agreeing to the Terms and Conditions set out in the Offer Document and you are providing the
certification set out in the Offer Document, under the heading “Certification”. Read that section carefully.
EXECUTION*
Holder/Director/Authorised Person Holder/Director/Authorised Person Holder/Authorised Person
Date:
* If a joint holding all holders must sign.
* If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.
* lf this Participation Notice is signed under a power of attorney, a certificate of non-revocation of power of attorney in the usual form must also be submitted
with this Participation Notice.
Participation in the Plan will commence on the first Record Date after receipt by Heartland’s Share Registrar of your correctly completed Participation Election. Your
participation in the Plan will continue to apply until you vary or terminate it by written notice in accordance with the terms and conditions of the Plan.
Contact Details: Please provide your contact details below
Contact name Mobile or Daytime telephone number

PARTICIPATION NOTICE
HEARTLAND GROUP HOLDINGS LIMITED -
DIVIDEND REINVESTMENT PLAN

DIRECTORY
ISSUER
Heartland Group Holdings Limited
35 Teed Street
Newmarket
Auckland 1023
PO Box 9919
Newmarket
Auckland 1149
Freephone (New Zealand only) 0508 432 785
Email info@heartland.co.nz
Website www.heartland.co.nz
LEGAL ADVISORS
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
PO Box 2206
Auckland 1140
Phone +64 9 357 9000
Email info@chapmantripp.com
SHARE REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Phone +64 9 375 5998
Email enquiries@linkmarketservices.co.nz
Website www.linkmarketservices.co.nz
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