Heartland Group Holdings Limited logo

Heartland Group 2019 Interim Results

Half Year Results18 February 2019HGHFinancials

1



NZX/ASX and Media Release


HEARTLAND POSTS HALF YEAR PROFIT OF $33.1 MILLION


19 February 2019

Heartland Group Holdings Limited (NZX/ASX:HGH) (Heartland Group) achieved a net profit after tax

(NPAT) of $33.1 million for the six months ended 31 December 2018, an increase of 6.5% from the six

months ended 31 December 2017 (previous corresponding reporting period).

1


Highlights for the six months ended 31 December 2018 include:

 Net profit after tax $33.1 million, up 6.5%

 Gross finance receivables $4.2 billion, up 11.9% (annualised growth excluding the impact of changes

in foreign currency exchange rates)

 Return on equity (ROE) 10.3%

 NIM 4.36%

 Cost to income ratio 42.5%, down from 42.9% in the previous corresponding reporting period

 2019 Interim Dividend 3.5cps

 Corporate restructure successfully completed – removing the funding constraints on growth in

Australia previously arising from Reserve Bank of New Zealand regulations, and providing greater

flexibility to take advantage of growth opportunities and capital raising options in New Zealand and

Australia

 ASX foreign exempt listing successfully completed


1

This announcement is based on the 31 December 2018 unaudited interim consolidated financial statements of

Heartland Group Holdings Limited (HGH). Following a corporate restructure on 31 October 2018, Heartland Bank

Limited (HBL) became a 100% controlled subsidiary of HGH and ownership of the Australian group of companies

(comprising Heartland Australia Holdings Pty Limited) transferred from HBL to HGH. The interim consolidated

financial statements of HGH comprise results for HBL up to 31 October 2018, and HGH from 1 November 2018 to 31

December 2018. As common control has remained the same both before and after the corporate restructure,

management believe that the operations of HGH from 1 November 2018 are directly comparable to those of HBL

prior to 1 November 2018. All comparative results are based on 31 December 2017 unaudited interim consolidated

financial statements of HBL.

2
FINANCIAL POSITION

Gross finance receivables increased by $240.7 million (11.9% annualised growth) in the six month

period, offset by adverse foreign exchange impact on Australian receivables of $32.0 million resulting in

reported 10.3% annualised growth to $4,226.2 million as at 31 December 2018.

 New Zealand Reverse Mortgages gross receivables increased $24.6 million (10.7% annualised

growth) to $481.5 million as at 31 December 2018.

 Motor gross receivables increased $79.0 million (16.3% annualised growth) to $1,039.9 million

as at 31 December 2018.

 Harmoney and other personal lending gross receivables increased $34.7 million (44.3%

annualised growth excluding the impact of changes in foreign currency exchange rates). New

Zealand Harmoney and other personal lending increased 37.7% (annualised growth) to $153.6

million while Australia Harmoney increased 77.0% (annualised growth excluding the impact of

changes in foreign currency exchange rates) to $35.0 million.

 Business gross receivables increased $32.4 million (6.1% annualised growth) to $1,093.8 million

as at 31 December 2018, with Business Intermediated lending up $72.3 million (44.3%

annualised growth) and Open for Business (O4B) lending up $25.5 million (56.2% annualised

growth) to $115.4 million as at 31 December 2018.

 Australian Reverse Mortgages gross receivables increased $85.1 million (24.9% annualised

growth excluding the impact of changes in foreign currency exchange rates) to $733.3 million in

the six months to 31 December 2018. This was offset by an adverse movement in foreign

currency translation of $29.8 million, resulting in reported growth of $55.3 million (16.2%

annualised growth) to $733.3 million as at 31 December 2018.

Net finance receivables increased by $214.3 million (10.7% annualised growth) offset by the impact of

changes in foreign currency exchange rates of $32.0 million resulting in reported 9.1% annualised

growth to $4,167.3 million as at 31 December 2018.

Total assets increased by $205.5 million from 30 June 2018 due to the increase in net finance

receivables and cash, cash equivalents and investments.

Borrowings increased by $231.7 million from 30 June 2018 (12.1% annualised growth), including an

increase in retail deposits of $106.6 million (7.3% annualised growth) funding the 9.0% annualised

growth in New Zealand gross finance receivables with additional funding through securitised

borrowings.

During the reporting period, Net Assets decreased by $10.0 million to $654.2 million as at 31 December

2018. Net Tangible Assets (NTA) decreased by $13.3 million to $571.1 million as at 31 December 2018.

NTA per share was $1.01 at 31 December 2018 compared to $1.04 at 30 June 2018. This reduction in

NTA per share is primarily due to opening retained earnings being restated by $18.2 million upon the

initial adoption of IFRS9, accounting for $0.03 NTA per share, with a corresponding increase in

provisions for impairments.

3
FINANCIAL PERFORMANCE

Profitability

NPAT was $33.1 million for the six months ended 31 December 2018. This is an increase of $2.0 million

(6.5%) from the previous corresponding reporting period.

Return on Equity (ROE) for Heartland Group reduced from 10.8% (annualised) for the six months ended

31 December 2017 to 10.3% (annualised) for the six months ended 31 December 2018. The reduced ROE

is a result of higher average equity for the current period.

Earnings per share for Heartland Group for the six months ended 31 December 2018 was 5.9 cents per

share, compared to 6.0 cents per share for the six months ended 31 December 2017.

Net Operating Income

Net Operating Income (NOI) was $102.1 million, an increase of $8.2 million (8.7%) compared to the

previous corresponding reporting period.

Heartland Group’s Net Interest Margin (NIM) for the six months ended 31 December 2018 was 4.36%

compared to 4.44% for the six months ended 31 December 2017. NIM was impacted by $1.1m of break

costs incurred due to the early repayment of the Tier 2 Australian dollar subordinated bond, and was

4.41% excluding those break costs. The Tier 2 bond has been replaced by lower cost funding, which is

expected to result in lower interest expense in the second half of the financial year.

Costs

Operating costs were $43.4 million, an increase of $3.1 million (7.7%) compared to the previous

corresponding reporting period. Higher operating expenses are due to growth, one-off corporate

restructure and ASX listing costs of $0.9 million and one-off foreign currency costs of $1.2 million

incurred in relation to the corporate restructure.

2


The cost to income ratio improved to 42.5% compared to 42.9% in the previous corresponding reporting

period, although excluding one-off costs related to the corporate restructure, the cost to income ratio

improved further to 40.4%.

Impairments

The new accounting standard relating to impairments, IFRS9, came into effect on 1 July 2018. This new

standard requires impairments to be provided for on an expected loss basis at the date of loan

origination. For the period ending 31 December 2018, whilst receivables have performed largely in line

with expectations, there has been an increase in impairment expense due to how changes in product

mix and growth are provided for under new IFRS9 methodology.


2

These costs arise from adverse foreign currency movements due to a foreign exchange exposure at the time of

the corporate restructure. This exposure has subsequently been hedged, removing the potential for any further

negative impact.

4
Impaired asset expense increased $2.9 million (27.6%) to $13.3 million for the six months ended 31

December 2018. $2.2 million of that increase is a result of the new IFRS9 methodology, which is greater

than anticipated due to the timing and mix of our loan portfolio growth.

As a result, impaired asset expense as a percentage of average gross finance receivables increased from

0.58% as at 30 June 2018 to 0.64% as at 31 December 2018.

Despite the increase, underlying receivables performance is stable. Excluding the $2.2 million of

impairments due to the new IFRS9 methodology:

 impaired asset expense as a percentage of average gross finance receivables reduced to 0.53%;

 impairment expense in Motor was 0.84% compared to 0.95% in the previous corresponding

reporting period; and

 Business lending impairment expense was 0.63% compared to 0.55% in the previous

corresponding reporting period (largely due to the growth in O4B).

For Reverse Mortgages, which are valued using fair value methodology, the risk remained stable.

The initial adoption of IFRS9 also resulted in opening adjustments to provisions for impairments of $25.3

million and retained earnings of $18.2 million, after allowance for the deferred tax benefit.

Net impaired and past due loans over 90 days decreased by $2.0 million from 30 June 2018 to $71.8

million as at 31 December 2018, and as a percentage of gross receivables decreased from 1.84% as at 30

June 2018 to 1.70% as at 31 December 2018.


BUSINESS PERFORMANCE

New Zealand Reverse Mortgages

New Zealand Reverse Mortgages net operating income was $10.0 million, an increase of $1.2 million or

13.5% from the previous corresponding reporting period. New Zealand Reverse Mortgages gross

receivables increased $24.6 million (10.7% annualised growth) during the period to $481.5 million as at

31 December 2018.

Motor

Motor vehicle net operating income was $28.2 million, an increase of $2.3 million or 8.9% from the

previous corresponding reporting period. Motor vehicle gross receivables increased $79.0 million (16.3%

annualised growth) to $1,039.9 million as at 31 December 2018 through Motor Dealer lending (car

dealerships, brokers and partnerships such as Holden and Jaguar/Land Rover).

Harmoney and other personal lending

Harmoney and other personal lending net operating income was $9.5 million, an increase of $2.6 million

or 38.0% from the previous corresponding reporting period. Harmoney and other personal lending

achieved growth in gross receivables of $34.7 million (44.3% annualised growth), offset by a small

5
foreign currency movement of $1.3 million on Australia Harmoney receivables, to $188.6 million as at 31

December 2018.

Heartland has a 13.34% shareholding in Harmoney.

Business

Business lending net operating income was $27.6 million, an increase of $1.5 million or 5.7% from the

previous corresponding reporting period.

Business gross receivables increased by $32.4 million (6.1% annualised growth) to $1,093.8 million as at

31 December 2018. Heartland’s growth focus continues to be on Intermediated Business and lending

through our digital platform, Open for Business. These markets continue to deliver results with Business

Intermediated lending up $72.3 million (44.3% annualised growth) and Open for Business lending up

$25.5 million (56.2% annualised growth) to $115.4 million as at 31 December 2018. Business

Relationship lending continues to be managed down as part of our strategy to reduce concentration risk

resulting in Business Relationship gross receivables reducing by $65 million in the period.

Rural

Rural lending net operating income was $15.8 million, a decrease of $0.4 million or 2.7% from the

previous corresponding reporting period.

Rural gross receivables decreased in the period by $15.0 million (4.5% annualised decrease). Similarly to

Business Relationship lending, we continue to manage down large Rural Relationship lending to reduce

concentration risk in this area.

Australia

Net operating income from Australian operations (comprising Australian Reverse Mortgages and

business lending to Spotcap) was $11.8 million, an increase of $2.2 million or 23.3% from the previous

corresponding reporting period.

Australian Reverse Mortgages gross receivables grew by $85.1 million (24.9% annualised growth) in the

six months to 31 December 2018. This growth was offset by an adverse movement in foreign currency

translation of $29.8 million, resulting in a reported growth of $55.3 million (16.2% annualised growth) to

gross receivables of $733.3 million as at 31 December 2018. Australian business lending to Spotcap

increased $4.3 million (45.4% annualised growth), also offset by a small adverse movement in foreign

currency translation of $0.8 million to $22.2 million as at 31 December 2018.

Other

New Zealand residential mortgages decreased by $4.4 million to $21.3 million as at 31 December 2018

as Heartland continues to run-down this portfolio.


FUNDING AND LIQUIDITY

6
The corporate restructure was completed in October 2018 and provides the group greater flexibility for

capital and funding options going forward. The Tier 2 Notes (A$20 million) were repaid as part of this

corporate restructure.

Retail Deposits grew $106.6 million (7.3% annualised growth) to $3.0 billion as at 31 December 2018.

Heartland continues to be a strong market leader in term deposit and call account offerings, providing

customers with competitive interest rates and unlimited on call access to their money.


CORPORATE RESTRUCTURE AND ASX LISTING

Under the corporate restructure, all of the shares in Heartland Bank Limited (Heartland Bank) were

exchanged for shares in Heartland Group Holdings Limited (Heartland Group), and Heartland Bank

became a wholly owned subsidiary of Heartland Group. In addition, the Australian group of companies

were transferred from Heartland Bank to Heartland Group.

The corporate restructure provides Heartland greater flexibility to explore and take advantage of future

growth opportunities and funding options in New Zealand and Australia outside of the banking group.

This helps to enable Heartland to achieve the strategic priorities set out below.


REGULATORY UPDATE

There has been considerable recent scrutiny of the financial services sector, with the Financial Markets

Authority (FMA) and Reserve Bank of New Zealand (Reserve Bank) reporting on their findings following

a review of conduct and culture in New Zealand retail banks, the Australian Securities and Investments

Commission (ASIC) releasing a report following its review of reverse mortgages in Australia, and the

Australian Royal Commission publishing its final report on its findings on misconduct in the Australian

banking, superannuation and financial services industry.

The FMA and Reserve Bank report found no evidence of widespread conduct and culture issues;

however, the findings did reveal opportunities to strengthen the governance and management of

conduct risks industry-wide. Heartland is required to develop a plan to address the findings, to be

completed by end of March 2019, and will continue to focus on iterative improvement of conduct and

culture bank-wide.

ASIC’s review of reverse mortgage lending in Australia highlighted the increasing need for equity release

products and that “reverse mortgage products can help many Australians achieve a better quality of life

in retirement”.

3

The report also identified several areas for improvement from lenders, and Heartland

has already acted on these and is very much aligned with ASIC in being committed to ensuring

customers make informed decisions. Heartland is a member of a working group which was formed to

ensure that ASIC’s expectations for improved lending practices for reverse mortgages are satisfied.


3

ASIC Deputy Chair Peter Kell, ASIC Review of reverse mortgage lending in Australia (report 586)

7
The final Royal Commission report makes a number of recommendations, including changes in the way

that brokers are remunerated for introducing clients to financial service providers.

Heartland does not expect any of the reports, or any expected legislative response to any of them, to

have any material impact on Heartland’s business.

Finally, as noted in the capital requirements section below, the Reserve Bank also released a

consultation paper seeking public views on a proposal to increase the minimum level of regulatory

capital in the banking system. At this stage, there is some detail to be clarified and the Reserve Bank is

yet to make any final decisions.


STRATEGIC PRIORITIES

Following the corporate restructure, the Group’s activity comprises three areas of strategic focus:

Australia Reverse Mortgages, New Zealand Banking and Digital Platform Services.

Australia Reverse Mortgages

Australia Reverse Mortgages continues to experience strong growth in a market with compelling

fundamentals. Population demographics are accelerating favourably with the number of Australians

over 65 being projected to grow from 15% of the population in 2018 to 23% by 2050.

4


This provides Heartland with a unique opportunity as the primary originator of reverse mortgages in

Australia. Heartland plans to accelerate growth through raising product awareness under dedicated

marketing initiatives, including a television campaign (TVC), to reach the total estimated market of

approximately A$6billion

5

. Heartland intends to leverage off the key experiences and success achieved

in the New Zealand market.

The combination of favourable demographics, limited active originators and raising product awareness

through increased marketing activity presents the opportunity for significant growth and to cement

Heartland’s position as the market leader in reverse mortgage origination in Australia.

To support this growth opportunity, Heartland continues to diversify its sources of funding and to fund

growth with improved capital efficiency. Heartland Australia has established an A$ medium-term note

programme, has engaged with a number of Australian fixed income investors and is in the process of

launching an inaugural A$ bond offering. A number of other options are currently being explored,

including additional warehouse facilities and long-term funding sourced offshore.

Digital Platform Services

The Digital strategy aims to deliver three main benefits:

 simple and fast customer service


4

Australian Bureau of Statistics

5

Based on peak penetration from the Deloitte annual reverse mortgage report 2015, combined with current

Australian Bureau of Statistics population and housing statistics and APRA and HSF reverse mortgage data.

8
 greater customer reach

 low cost on-boarding and transaction processing

The three major areas of activity have been: Deposits, where 10 percent of deposit customers use the

Heartland mobile app (an increase of 20 percent over the past three months); Australian Reverse

Mortgages, where 30 percent of customers are direct, and 93 percent of those are generated online;

and O4B.

O4B targets Small to Medium Enterprises (SMEs) with loans of less than $250,000. Automated approvals

are possible within minutes for loans up to $75,000.

Since 2015 O4B has grown to $115.4 million (gross receivables), including an annualised growth of 56.2

percent in the six months to December 2018. During this period the offering has been continuously

improved to ensure a frictionless end to end process.

The platform has reached a stage where increased marketing is required to develop awareness and

extend reach into a target market estimated to be $5.6 billion.

6

Consideration is being given to

attracting external investment from specialist investors who can help Heartland to take O4B to the next

stage of growth. An update will be provided to the market in due course should any transaction

eventuate.

Heartland Bank Limited

Heartland Bank’s focus will remain on delivering best or only products to depositors and borrowers,

through continued growth in core lending activities:

 New Zealand Reverse Mortgages (gross receivables annualised growth of 10.7 percent),

 Business lending (gross receivables annualised growth of 6.1 percent),

 Motor Finance (gross finance receivables annualised growth of 16.3 percent), and

 Harmoney and other consumer lending (gross receivables annualised growth of 44.3 percent)

Like Australian Reverse Mortgages, there are significant growth opportunities for New Zealand Reverse

Mortgages, and Heartland intends to continue to leverage off its success achieved to date in the New

Zealand market.

Larger Business and Rural relationship lending is being managed down as part of our strategy to reduce

concentration risk in these areas. Options are also being considered with regard to the acceleration of

the run down which would free up capital to be dedicated to core lending activities.




6

Based on the number of SMEs in New Zealand (Ministry of Business, Innovation and Employment Small

Business Fact Sheet 2017) with a turnover, risk profile and needs consistent with O4B.

9
INTERIM DIVIDEND

Heartland is pleased to declare a 2019 interim dividend of 3.5 cents per share. The interim dividend will

be paid on Friday 29 March 2019 (Payment Date) to shareholders on the company’s register as at

5.00pm on Friday 15 March 2019 (Record Date) and will be fully imputed.

In December 2018, Heartland Group established a DRP, giving eligible shareholders opportunity to

reinvest some or all of their dividend payments into new ordinary shares. The DRP will apply to the

interim dividend with a 2.5 percent discount

7

. Shareholders are encouraged to participate in order to

support Heartland’s capital needs given its strong asset growth.

It is important to note that shareholders’ previous election under the Heartland Bank Limited DRP has

not automatically been carried across to the Heartland Group DRP. Shareholders who previously

participated in the Heartland Bank Limited DRP, and wish to continue to receive shares instead of

dividend payments, must make a new election to participate in the Heartland Group DRP in one of the

ways specified in the DRP offer document by 5.00pm on 18 March 2019 (being the first trading day after

the Record Date). The DRP offer document and participation form is available on our shareholder

website at: https://shareholders.heartland.co.nz/shareholder-resources/dividends.


OUTLOOK

Underlying balance sheet growth supports a result in line with the original forecast in the range of $75

million to $77 million. However, the one-off costs incurred in relation to the corporate restructure and

ASX listing, and the higher than anticipated impact of IFRS9 as a result of receivables growth, have

caused some pressure on earnings. Whilst Heartland considers that it could still achieve a result at the

bottom end of guidance, it would come at a cost to further investment in growth. Accordingly, an

updated guidance range of $73 million to $75 million is now considered prudent. The midpoint of that

range would see the delivery of approximately 10% NPAT growth for FY19 compared to FY18.


- Ends -

For further information, please contact:


Jeff Greenslade

Chief Executive Officer

MOB 021 563 5493

jeff.greenslade@heartland.co.nz

Julia Belk

Investor Relations Manager

DDI 09 926 3837

julia.belk@heartland.co.nz



7

That is, the strike price under the DRP will be 97.5 percent of the volume weighted average sale price of

Heartland shares over the five trading days following the Record Date. For the full details of the DRP and the Strike

Price calculation, refer to Heartland Group Holdings Limited DRP offer document dated 10 December 2018.

---

Re p or t 2 019
Interim

Six months to 31 December 2018

Contents
1 Introduction

2 Chair and CEO's Report

8 Profitability through receivables growth

9 Feature story – The next generation is coming through

10 Financial Commentary

12 Interim Financial Statement

42 Auditor's Report

45 Corporate Directory

Net profit after tax

$33.1 million, up 6.5%

Gross finance receivables

$4.2 billion, up 11.9%

1

Corporate

restructure and

ASX foreign

exempt listing

successfully

completed

1 Annualised growth excluding changes in foreign

currency exchange rates.

11.9

%

1

PROFITABILITY CONTINUES

TO INCREASE

6.5

%

STRONG GROWTH

ACROSS THE BUSINESS

BUSINESS RESTRUCTURE

Profitability once again
increased, driven by growth

in our core lending divisions

and digital channels.

With a strong strategic

focus for the future, we

expect Heartland to

continue to grow.

1

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Chair and
CEO’s Report

New Zealand Banking is expected to continue to grow. Alongside this,

there are two areas with potential high growth opportunities –

Australia Reverse Mortgages and O4B.

More resources will be dedicated to these areas to unlock these

opportunities while maintaining a strong bank which continues to

grow and deliver valued customer services. Across the Group, the

common theme is to deliver simple, frictionless on-boarding and

processing solutions for the customer. Heartland also aims to grow

while utilising the flexibility of the new corporate structure to access

broader funding and capital sources.

Australia Reverse Mortgages

Australia Reverse Mortgages continues to experience strong growth

(gross receivables annualised growth of 24.9 percent excluding FX

in the six months ending 31 December 2018) in a market with

compelling fundamentals. Population demographics are accelerating

favourably with the number of Australians over 65 being projected to

grow from 15 percent of the population in 2018 to 23 percent

by 2050.

3

This provides Heartland with a unique opportunity as the primary

originator of reverse mortgages in Australia. Heartland plans to

accelerate growth through raising product awareness under dedicated

marketing initiatives, including a television campaign (TVC), to reach

the total estimated market of approximately A$6billion.

4

Heartland

intends to leverage off the experiences and success achieved in the

New Zealand market.

The combination of favourable demographics, limited active

originators and raising product awareness through increased

We are pleased to report Heartland’s result for the first six months

of the 2019 financial year. Profitability once again increased. This

was achieved during a period of restructure which has positioned

Heartland to grow and more efficiently access funding and capital.

Heartland Group Holdings Limited (Heartland Group) achieved a net

profit after tax of $33.1 million, an increase of 6.5 percent from the

previous corresponding reporting period.

Gross finance receivables grew $240.7 million in the six months to 31

December 2018, an annualised growth rate of 11.9 percent, excluding

the impact of changes in foreign currency exchange rates.

1

The key

drivers of this growth were our Australian Reverse Mortgages, Open

for Business (O4B), Business Intermediated, Harmoney and Motor

divisions.

Growth in profitability was achieved notwithstanding one-off

corporate restructure and ASX listing costs ($0.9 million) and one-off

foreign currency costs of $1.2 million incurred in relation to the

corporate restructure. Profitability was also impacted due to the

adoption of IFRS9 which requires providing for impairments on an

expected loss basis on the date of loan origination. Additional

impairment expense due to the new IFRS9 methodology was

$2.2 million in the six months ended 31 December 2018, which

is greater than anticipated due to the timing and mix of our

loan portfolio growth.

2

Growth strategy

Following the corporate restructure, Heartland Group’s activity

comprises three areas of strategic focus: Australia Reverse Mortgages,

New Zealand Banking and Digital Platform Services.





Australia Reverse Mortgages

Total estimated market of

approximately A$6bn

Long term funding

Increase use of marketing campaigns

including TVC


New Zealand Banking

Five core lending activities: Reverse

Mortgages, Motor, SME, Livestock,

Harmoney

Accessible deposits

Manage down large relationship legacy

Rural and Business loans


Digital Platform Services

Open for Business (04B)

Mobile app

New markets

Simple, frictionless on-boarding and processing

Capital efficiency

1 This was offset by an adverse foreign currency movement on Australian dollar denominated receivables of $32.0 million to $4,226.2 million (10.3 percent

annualised growth).

2 See impairments section in Financial Commentary.

3 Based on peak penetration from the Deloitte annual reverse mortgage report 2015, combined with current Australian Bureau of Statistics population and

housing statistics and APRA and HSF reverse mortgage data.

2

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

marketing activity, presents the opportunity for significant growth
and to cement Heartland’s position as the market leader in reverse

mortgage origination in Australia.

To support this growth opportunity, Heartland continues to diversify

its sources of funding and to fund growth with improved capital

efficiency. Heartland Australia has established an A$ medium-term

note programme, has engaged with a number of Australian fixed

income investors and is in the process of launching an inaugural A$

bond offering. A number of other options are currently being explored,

including additional warehouse facilities and long-term funding

sourced offshore.

Digital Platform Services

The Digital strategy aims to deliver three main benefits:

• simple and fast customer service

• greater customer reach

• low cost on-boarding and transaction processing

The three major areas of activity have been: Deposits, where

10 percent of deposit customers use the Heartland mobile app

(an increase of 20 percent over the past three months); Australia

Reverse Mortgages, where 30 percent of customers are direct and

93 percent of those are generated online; and O4B.

O4B targets Small to Medium Enterprises (SMEs) with loans of less

than $250,000. Automated approvals are possible within minutes for

loans up to $75,000.

Since 2015, O4B has grown to $115.4 million (gross receivables),

including an annualised growth of 56.2 percent in the six months

to December 2018. During this period the offering has been

continuously improved to ensure a frictionless end to end process.

The platform has reached a stage where increased marketing is

required to develop awareness and extend reach into a target market

estimated to be $5.6 billion.

5

Consideration is being given to attracting

external investment from specialist investors who can help Heartland

to take O4B to the next stage of growth. An update will be provided to

the market in due course should any transaction eventuate.

Heartland Bank Limited

Heartland Bank’s focus will remain on delivering best or only products

to depositors and borrowers, through continued growth in core

lending activities:

“The corporate

restructure provides

Heartland greater

flexibility to explore and

take advantage of future

growth opportunities

and funding options

in New Zealand and

Australia outside of the

banking group."

4 Per note 3 above.

5 Based on the number of SMEs in New Zealand (Ministry of Business, Innovation and Employment Small Business Fact Sheet 2017) with a turnover, risk profile

and needs consistent with O4B.

6 ASIC Deputy Chair Peter Kell, ASIC Review of reverse mortgage lending in Australia (report 586).

• New Zealand Reverse Mortgages (gross receivables annualised

growth of 10.7 percent),

• Business lending (gross receivables annualised growth of

6.1 percent),

• Motor Finance (gross finance receivables annualised growth of 16.3

percent), and

• Harmoney and other personal lending (gross receivables annualised

growth of 44.3 percent)

Like Australian Reverse Mortgages, there are significant growth

opportunities for New Zealand Reverse Mortgages, and Heartland

intends to continue to leverage off its success achieved to date in the

New Zealand market.

Larger Business and Rural Relationship lending is being managed

down as part of our strategy to reduce concentration risk in these

areas resulting in Business Relationship gross receivables reducing by

$65 million in the period. Options are also being considered with

regard to the acceleration of this run down which would free up

capital to be dedicated to core lending activities.

Regulatory Update

There has been considerable recent scrutiny of the financial services

sector, with the Financial Markets Authority (FMA) and Reserve Bank

of New Zealand (Reserve Bank) reporting on their findings following

a review of conduct and culture in New Zealand retail banks, the

Australian Securities and Investments Commission (ASIC) releasing

a report following its review of reverse mortgages in Australia and the

Australian Royal Commission publishing its final report on it findings

on misconduct in the Australian banking, superannuation and financial

services industry.

The FMA and Reserve Bank report found no evidence of widespread

conduct and culture issues; however, the findings did reveal

opportunities to strengthen the governance and management of

conduct risks industry-wide. Heartland is required to develop a plan

to address the findings, to be completed by end of March 2019, and

will continue to focus on iterative improvement of conduct and

culture bank-wide.

ASIC’s review of reverse mortgage lending in Australia highlighted the

increasing need for equity release products and that “reverse mortgage

products can help many Australians achieve a better quality of life in

retirement”.

6

The report also identified several areas for improvement

3

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

• The Australian business is outside of the New Zealand banking
group and therefore not subject to Reserve Bank capital

requirements, reducing the impact of changes in those

requirements.

• The options being explored for long-term funding of Heartland

Australia and Heartland Group, if implemented, may potentially result

in the Heartland Group requiring less capital, or being able to

redeploy capital to Heartland Bank to satisfy Reserve Bank capital

requirements without necessarily raising more equity in the market.

Additionally, the run-down of Heartland Bank’s non-core Business and

Rural loans is expected to continue, reducing Heartland Bank’s capital

requirements.

All of the above taken into account, and in the absence of an

unanticipated increase in growth or an acquisition, the Group has no

current need to raise equity from shareholders other than thorough

the Dividend Reinvestment Plan. A combination of retained earnings

reinvested through the Dividend Reinvestment Plan and other sources

are sufficient for funding business as usual growth.

Interim dividend

Heartland is pleased to declare a 2019 interim dividend of 3.5 cents

per share. The interim dividend will be paid on Friday 29 March 2019

(Payment Date) to shareholders on the company’s register as at

5.00pm on Friday 15 March 2019 (Record Date) and will be fully

imputed.

In December 2018, Heartland Group established a DRP, giving eligible

shareholders opportunity to reinvest some or all of their dividend

payments into new ordinary shares. The DRP will apply to the interim

dividend with a 2.5 percent discount.

7

Shareholders are encouraged to

participate in order to support Heartland’s capital needs given its

strong asset growth.

It is important to note that shareholders’ previous election under the

Heartland Bank Limited DRP has not automatically been carried across

to the Heartland Group DRP. Shareholders who previously participated

in the Heartland Bank Limited DRP, and wish to continue to receive

shares instead of dividend payments, must make a new election to

participate in the Heartland Group DRP in one of the ways specified in

the DRP offer document by 5.00pm on 18 March 2019 (being the first

trading day after the Record Date).

Outlook

The underlying balance sheet growth supports a result in line with the

original forecast NPAT in the range of $75 million to $77 million.

However, the one-off costs incurred in relation to the corporate

restructure and ASX listing, and the higher than anticipated impact of

IFRS9 as a result of receivables growth, have caused some pressure on

earnings. Whilst Heartland considers that it could still achieve a result

at the bottom end of guidance, it would come at a cost to further

investment in growth. Accordingly, an updated guidance range of $73

million to $75 million is now considered prudent. The midpoint of that

range would see the delivery of approximately 10% NPAT growth for

FY19 compared to FY18.

We are committed to investing in growth, and are very excited about

the Group’s future growth opportunities – particularly those present in

Australia and O4B.

Finally, we would like to take this opportunity to thank Heartland’s staff

for their efforts and our shareholders for their continued support.

Geoffrey Ricketts Jeff Greenslade

Chair of the Board Chief Executive Officer

from lenders, and Heartland has already acted on these and is very much

aligned with ASIC in being committed to ensuring customers make

informed decisions. Heartland is a member of a working group which

was formed to ensure that ASIC’s expectations for improved lending

practices for reverse mortgages are satisfied.

The final Royal Commission report makes a number of

recommendations, including changes in the way that brokers are

remunerated for introducing clients to financial service providers.

Heartland does not expect any of the reports, or any expected

legislative response to any of them, to have any material impact on

Heartland’s business.

Finally, as noted in the capital requirements section below, the Reserve

Bank also released a consultation paper seeking public views on a

proposal to increase the minimum level of regulatory capital in the

banking system. At this stage, there is some detail to be clarified and

the Reserve Bank is yet to make any final decisions.

Operating efficiencies

A theme running across Heartland Group is the need to provide

simple, frictionless services to our customers. This is particularly

important with respect to on-boarding new customers. Investment is

being made in technologies including biometrics and robotics in order

to make our processes frictionless and scalable. Efficient, high quality

services are vital to facilitate growth.

Corporate restructure

Heartland completed a corporate restructure on 31 October 2018. All of

the shares in Heartland Bank were exchanged for shares in Heartland

Group, and Heartland Bank became a wholly owned subsidiary of

Heartland Group. In addition, the Australian group of companies were

transferred from Heartland Bank to Heartland Group.

Following the corporate restructure, Heartland Group now consists of

a parent company (Heartland Group Holdings Limited) which is listed

on both the NZX Main Board and as a Foreign Exempt Listing on the

ASX and owns a New Zealand registered bank (Heartland Bank

Limited) and the Australian Reverse Mortgages business (Heartland

Seniors Finance).

The corporate restructure provides Heartland greater flexibility to

explore and take advantage of future growth opportunities and

funding options in New Zealand and Australia outside of the banking

group. This helps to enable Heartland to achieve the strategic

objectives set out above.

Jeff Greenslade remains overall Group Chief Executive Officer (CEO).

The Group CEO will continue to provide oversight of all Heartland

Group activities, including banking, and will take direct responsibility

for Australia and Digital as well as managing the Group’s strategy,

capital and corporate finance. Chris Flood (previously Deputy CEO) has

been appointed as dedicated CEO for Heartland Bank Limited, subject

to Reserve Bank of New Zealand non-objection.

Capital requirements

In December 2018, the Reserve Bank released a consultation paper

seeking public views on a proposal to increase the minimum level of

regulatory capital in the banking system. At this stage, there is some

detail to be clarified and the Reserve Bank is yet to make any final

decisions. If the proposal was to be implemented in its current form,

Heartland would be required to lift its Tier 1 capital ratio to 15 percent

over a five year transitional period. This equates to an increase in Tier 1

capital of less than 0.4 percent (or approximately $15 million) per year,

based on Heartland’s current financial position.

The corporate restructure provides Heartland Group with the following

flexibility in relation to the Reserve Bank’s capital requirements.

7 That is, the strike price under the DRP will be 97.5 percent of the volume weighted average sale price of Heartland shares over the five trading days following

the Record Date. For the full details of the DRP and the Strike Price calculation, refer to Heartland Group Holdings Limited DRP offer document dated

10 December 2018.

Chair and CEO’s Report continued

4

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

“Nā ngā panonitanga
ā-kaporeihana nei, kua

māmā ake ināianei te

torotoro, te taunaha hoki

i ētahi āheinga mō āpōpō

e whanake ake ai, nui

ai hoki ngā kōwhiringa

pūtea i Aotearoa me

Ahitereiria, i waho atu i

ngā rōpū pēke pūtea."

E koa ana mātou ki te pūrongo i ēnei whakakitenga a Heartland mō

ngā marama e ono, tuatahi o te tau pūtea, 2019. I whanake anō ngā

pūtea. I tutuki tēnei i tētahi wā panoni heoi, mā tēnei kua

whakanoho a Heartland kia tipu, kia toro pai ake hoki ki ngā pūtea

tautoko me ngā uara.

I eke a Heartland Group Holdings Ltd ki te painga more i muri a te

take, ki $33.1 million, he pikinga tērā mā te 6.5 ōrau i ngā wā pūrongo

pūtea kua mahia i mua.

I tipu ngā ahumoni nama mai mā te $240.7 miriona, i ngā marama e

ono ki 31 Tīhema 2018, he tipunga ā-tau tērā o te 11.9 ōrau, i waho

atu i ngā whakaaweawe o ngā nekehanga i te pāpātanga uetanga tāra

nō tāwāhi.

1

Ko ngā kaikōkiri matua o tēnei whakawhanaketanga, i ahu

tonu mai i ērā o ngā Australian Reverse Mortgages, Open for Business

(O4B), Business Intermediated, Harmoney me ngā ratonga Motoka.

I eke tēnei whakawhanaketanga ā-pūtea ahakoa te utu kotahi e pā ana

ki te panoni rangatōpū me te urunga ki te rārangi ASX ($0.9 miriona)

me te utu kotahi e pā ana ki te uetanga tāra o te $1.2 miriona, ko te

panonitanga o te rangatōpū te take. I ākina hoki ngā whiwhinga

ā-pūtea e te whai wāhitanga mai a IFRS9, tērā me whakatohu te hauā i

te rā taketake o te pūtea taurewa. I pā mai tētahi utu whakahauā anō

nā te tukanga hou a IFRS9, arā, e $2.2 miriona i ngā marama e ono ki

te rā 31 o Tīhema 2018, he nui ake taua utu i tērā o te whakapae i te

mea he rerekē te whakawhenumitanga o tō mātou huinga haumitanga

i te whakapae i te rā 31 Tīhema 2018.

2


Rautaki Whakawhanake

I muri mai i ngā panonitanga ā-kaporeihana, e toru ngā wāhanga

rautaki i aro nuitia rā e Te Rōpū a Heartland:

E kawatautia ana ka whanake tonu te ao Pēke o Aotearoa. Āpiti atu ki

tērā, he pitomata tō ngā wāhi e rua hei tupu matomato: Australia

Reverse Mortgages Mōkete tauaro k I Ahitereiria me O4B.

Kia nui kē atu ngā rauemi kia whakamahia ki ēnei wāhi e puare mai ai

ētahi āheinga, otirā, e whanake haere tonu ana, e ngākau marae tonu

ana ki ana kiritaki puipuiaki. I waenga i te katoa o te rangatōpū, ko te

kaupapa matua kia whakatutuki i te whakaurunga māmā hoki, i ngā

ratonga hātepe anō hoki ki te kiritaki. E whai tipuranga ana hoki a

Heartland, otirā ka whakamahi hoki te āhua ngāwari o te

panonigtanga hou o te rangatōpū kia toro atu hoki ki ngā pūtea tautok

whānui ake me ngā mātāpuna uara.

Ngā Mōkete Tauaro ki Ahitereiria

E rangona ana e ngā Mōkete Tauaro o Ahitereiria ētahi

whakawhanaketanga hirahira (moni mai ā mua i te utu take,

whakawhanaketanga ā-tau o te 24.9 ōrau hāunga ngā FX i ngā

marama e ono atu ki te 31 o Hakihea, 2018) i roto i tētahi mākete he

nui ōna whakawanawana. E tipu pai ana te kāhui tāngata me te

matapae ka neke atu te kāhui o ngā tāngata e 65 ngā tau neke atu, mai

i te 15 ōrau o te tau 2018 ki te 23 ōrau hei te 2050.

3


Mā tēnei ka whai wāhi atu a Heartland ki ētahi āheinga motuhake, nā

te mea mā rātou, i te orokotīmatanga, ngā Mōkete Tauaro i Ahitereiria.





Mōkete Tauaro ki Ahitereiria

Te matapae o te katoa o te mākete e taea

ai, ko te A$6piriona

Tahua tautoko pae tawhiti

Kia piki ake ngā rautaki whakatairanga,

ko te TVC tētahi o ēnei


Ngā mahi pēke ki Aotearoa

E rima ngā mahi pūtea taurewa matua:

Mōkete Tauaro, Motoka, SME, Kararehe,

Harmoney

Tomonga ki ngā Moni Kuhu

Kia heke iho ngā hononga nui o mua mō

ngā pūtea taurewa Taiwhenua, Pakihi hoki


Ngā ratonga pae matihiko

Tūwhera ki te Pakihi

Pūmanawa Tautono

Mākete hou

Kia ngāwari, kia taero kore te kuhunga me ngā hātepe

Kia pakari anō te uara

1 I whakatauritea tēnei e tētahi nekehanga kino a te uetanga tāra o te tāra ki Ahitereiria e pā ana ki ngā moni mai i raro taua tāra, arā, $32.0 miriona ki te

$4,226.2 miriona (10.3 ōrau whakatipuranga ā-tau).

2 Tirohia te wāhanga hauā I te Financial Commentary.

3 E ai ki te tino ngoto i te pūrongo mōkete tauaro ā-tau 2015 a Deloitte, me ngā tauanga taupori, tauanga kāinga hoki a te Australian Bureau of Statistics, me te

raraunga a APRA me HSF e pā ana ki te mōkete tauaro.

Reta i te Heamana

& Pou Whakahaere

5

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Reta i te Heamana & Pou Whakahaere
E tūmanako ana a Heartland ki te kimi angitutanga i roto i ngā pakihi

hou mā te whakatairanga i ngā tuaritanga ki tētahi kaupapa

whakatairanga whiwhita, arā, ko tētahi whakatairanga pouaka

whakaata (TVC) kia torotoro atu ki te mākete, tōna A$6 piriona te nui.

4


Te manako ka whai hua a Heartland i āna wheako, i āna angitutanga

hoki kua ea kē i te mākete ki Aotearoa.

Ko te hanumitanga o ētahi kāhui tāngata pai, ētahi limited active

originators, me te whakatairanga ake i te mōhiotia ō ētahi tuaritanga

mā roto mai i ētahi tūmahi whakatairanga ka kitea ētahi āheinga e tipu

ai, e toka ai hoki te tūranga o Heartland hei rangatira i roto i ngā

mōkete tauaro taketake i Ahitereiria.

E tautokona ai ēnei āheinga whakawhanake, ka kōkiri whakamua tonu

a Heartland ki te whakamatarau i ōna mātāpuna pūtea, me te tāpae

mataara hoki i ētahi pūtea ki tōna whakawhanaketanga. Kua

whakatūria a Heartland ki Ahitereiria i tētahi hotaka $A pae wawaenga

nōti, kua tūhono hoki ki ētahi whaipūtea ita kaihoko haumitanga, ā, hei

tuatahitanga kei te tata oti tētahi $A hokonga ā-tūtanga pakihi

tūmatawhāiti. Arā noa atu ngā huarahi e tūhuratia ana, arā, ko te

whare pūkainga taonga me ētahi mātāpuna pūtea pae tawhiti mai i

tāwhāhi.

Ngā Ratonga Pae Matihiko

E arotahi tonu ana te rautaki Mamati ki ētahi mea matua e toru:

• Kia māmā, kia tere hoki ngā mahinga tahitanga ki ngā kiritaki

• Kia whānui kē atu ngā torotoronga ki te kiritaki

• Kia iti iho hoki ngā utu hao tāngata, tukanga whakahaere pūtea hoki

He nui te whakamahi o ngā wāhanga e toru, arā: Moni kuhu, tērā 10

ōrau o ngā kiritaki kuhu moni e whakamahi nei i te pūmanawa tautono

(he pikinga mā te 20 ōrau i ngā marama e toru); Mōkete Tauaro ki

Ahitereiria, tērā he horipū te 30 ōrau o ngā kiritaki, ā, 93 ōrau o ēnei e

ara mai ana i te ipurangi, me O4B.

E aro atu ai a O4B ki ngā pakihi iti ki ngā pakihi waenga, me ngā pūtea

taurewa iti iho i te $250,000. Kei ngā mēneti noa iho te whakaaetanga

rorohikotanga o ētahi pūtea taurewa kei raro iho i te $75,000.

Mai i te tau 2015 kua tupu a O4B ki te $115.4 miriona (moni mai ā mua

i te utu tāke), me tētahi tupuranga ā-tau o te 56.2 ōrau i ngā marama e

ono, atu ki te Hakihea, 2018. I tēnei wā, kua auau te pai ake o ngā

hoatutanga kia taero-kore ngā tukanga, mai i te tīmatanga ki te

mutunga.

Kua tae te kaupapa ki tētahi taumata me nui kē atu whakatairangatia

ōna e mataara ake ai, e toro atu ai hoki ia ki tētahi mākete e kīia ana kei

te takiwā o te $5.6 piriona te uarā.

5

Kei te whakaarohia te

whakapoapoa mai a ngā mātanga kaiwhakarato moni o waho, kia

āwhina i a O4B kia eke ki taumata kē. Kia puta tētahi

whakamōhiotanga ki te mākete ā tōna wā ki te whakatutuki tētahi o

ēnei whakawhitinga.

Heartland Bank Tāpoi

Ka mau tonu i a Heartland Bank i tana kaupapa o te hoatu tonu i te

tino kounga, i āna ake rawa rānei ki ana Kaimonikuhu me ana

kaimonihoko mā te whakatipuranga tonutanga i ngā mahi pūtea

taurewa, arā:

• Ngā MōketeTauaro ki Aotearoa (he tipuranga 10.7 ōrau o te moni

mai ā mua i te tāke ia tau)

• Nama Atu ā-Pakihi (he tipuranga 6.1 ōrau o te moni mai ā mua i te

tāke ia tau)

• Ahumoni Motoka (he tipuranga 16.3 ōrau te ahumoni mai ā mua i te

take ia tau)

• Harmoney me ērā atu momo nama atu ā-kiritaki (he tipuranga 44.3

ōrau te nama mai ā mua i te take)

Pērā i te Mōkete Tauaro ki Ahitereiria, he nui ngā āheinga piki mā te

Mōkete Tauaro ki Aotearoa, ā, e whakaaro ana a Heartland kia whai

tonu i te wahanga taurewa o te angitu kua pahawa tae noa ki tēnei rā i

te mākete ki Aotearoa nei.

Kei te whāiti haere te whakahaerehia o ngā Hononga Pakihi nui,

hononga Taiwhenua hoki, kia hāngai ai ki tā mātou rautaki e iti haere ai

te warea ki aua kaupapa rā e whaihua ana, arā, i heke iho te nama utua

mai a mua i te tāke a ngā Hononga Pakihi mā te $65 miriona i taua wā.

Kei te wānangahia tonutia hoki ngā whakaaro kia whakaterehia te wā

whakawhaiti nei, tērā kia whakawātea ētahi pūtea me ētahi rauemi mō

ētahi mahi pūtea taurewa matua.

Ngā penapenatanga whakahaere

Ko tētahi kaupapa matua i waenganui i te Rōpū Heartland ko te hoatu

i ētahi āwhinatanga he māmā te uru ki a mātou kiritaki. He take matua

tēnei mō ngā rautaki hao tāngata e rēhita mai ai ētahi kiritaki hou. He

pūtea e hoatu atu nei mātou ki ngā momo hangarau pēnei i te tautohu

tangata matihiko me ngā mahi karetao ā-hangarau e māmā ake ai, e

taea ai hoki e mātou ētahi mahi te ine. He mahinga nui te kimi i ētahi

tukanga māmā, kounga anō hoki e pai ai ngā whakawhanaketanga.

Panonitanga a te Rangatōpū

I oti ngā mahi panoni ā-kaporeihana nei i te 31 o Whiringa-ā-nuku,

2018. Ko ngā tūtanga pakihi katoa i Heartland Bank i whakawhitihia

mō ngā tūtanga pakihi i Rōpū Heartland, ā, ka noho ko Heartland Bank

ki raro i te mana o Heartland Group. Me te aha, ko ngā rōpū pakihi o

Ahitereiria ka whakawhiti i Heartland Bank ki Heartland Group.

Whai muri mai i ngā panonitanga, ā-kaporeihana, ināianei ko te Rōpū

Heartland te kamupene matua (Heartland Group Holdings Limited) kei

te rārangi ingoa o NZX Main Board me ASX, i raro iho i tētahi Foreign

Exempt Listing e noho nei tētahi pēke rēhita nō Aotearoa (Heartland

Bank Limited) me te pakihi Mōkete Tauaro ki Ahitereiria (Heartland

Seniors Finance).

Nā ngā panonitanga ā-kaporeihana nei, kua māmā ake ināianei te

torotoro, te taunaha hoki i ētahi āheinga mō āpōpō e whanake ake ai,

nui ai hoki ngā kōwhiringa pūtea i Aotearoa me Ahitereiria, i waho atu i

ngā rōpū pēke pūtea. Mā tēnei e taea ai e Heartland ngā whāinga o te

rautaki, kua whakapuakina kētia, te whakatutuki.

4 Tirohia te tuhinga 3 o runga.

5 E ai ki te nama o pakihi iti ki pakihi waenga ki Aotearoa me he rerenga pūtea, taumata tūraru me ngā hiahia e hāngai pai ana ki ērā o O4B. (Whārangi Meka

Pakihi Iti 2017 Hīkina Whakatutuki)

6

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Ko Jeff Greenslade tonu te Toihau (CEO). Ka rite tonu te
whakamāramatia o ngā kōiriiri me ngā kōnekeneke o te pēke e te

Toihau, nōna e noho Toihau ana mō Heartland Group Holdings, ā, ka

noho māna ngā kawenga mō Ahitereiria me ngā mahi mamati, me ngā

mahi whakahaere hoki i te rautaki ā-rōpū, pūtea, me ngā

whakahaerenga pūtea kaporeihana. Kua whakamanahia a Chris Flood

(Toihau Tuarua o mua) hei Toihau whakawhirinaki mō Heartland Bank

Limited, kei te āhua o te whakaaetanga nā Te Pūtea Matua o Aotearoa.

Ture Uara

Nō Tīhema 2018, nā te Pūtea Matua tētahi pepa kōrero hei whai i ngā

whakaaro o te hunga tūmatanui e pā ana ki te whakapakaringia ngā

ture taumata paeraro o te uara i te pūnaha pēke. I tēnei wā tonu, kei te

whakaarohia tonutia ētahi kōiriiri, ā, kāore anō a RBNZ kia ū ki tētahi

whakatau. Ki te whakatinanahia te tono i tōna hanga o naianei, kia

tonoa a Heartland kia hikitia tōna ōwehenga utu paetahi ki 15 ōrau i

ngā tau e rima. He pikitanga tēnei o te utu paetahi heke iho i te 0.4

ōrau (tōna $15 miriona rānei) ia tau, e ai ki tō Heartland tūranga

ahumoni o naianei.

Ko te panonitanga o te rangatōpū o te Rōpū Heartland he āheinga kia

ngāwari te mahi e pā ana ki ngā ture uara a Te Pūtea Matua.

• Kei te noho te pakihi a Ahitereiria i waho i ngā here o Aotearoa, nā

reira kāore ōna here ki ēnei ture uara a Te Pūtea Matua, he māmā

noa te whakaaweawe o ērā momo panonitanga.

• Ko ngā kōwhiringa e whāia ai hei pūtea tautoko paetawhiti ki

Heartland Ahitereiria me te Rōpū Heartland, tērā pea kia heke iho te

uara paearu ki te Rōpū Heartland, ki te whakawhiti rānei i ētahi uara

i wāhi kē kia whakaea ērā o ngā paearu uara a Te Pūtea Matua, kāore

pea he take ki te kohi uara anō i te mākete.

Āpiti atu ki tērā, ko te whakaaro ka heke iho tonu ngā mahi hauarea a

Heartland Bank me ngā pūtea taurewa ahuwhenua, kia whakaiti ai ngā

paearu uara.

Nā runga i te katoa o ngā mea o runga, me te korenga o tētahi

whakatipuranga nui me ētahi hokonga kāore i matakite, kāore he take

tō te rōpū kia whiwhi pūtea i ngā kaiwhaipānga atu i te mahere

haumitanga tukurua. I te whakawhenumitanga o ngā moni whiwhi e

puritia tonutia ana kia tukuruatia anō ki te mahere whiwhi moni, me

ētahi atu mātāpuna, he pai noa ēnei kia tautoko i ngā whakatipuranga

māori.

Moni Whiwhi Haurua Tuatahi

E harikoa ana a Hearland kia whākina atu he 3.5 heneti mō ia wehenga

te moni whiwhi i tēnei haurua o te tau. Ka utua te moni whiwhi ā te

Paraire 29 o Maihe 2019 (Rā Utu) ki ngā kaiwhaipānga I te rēhita o te

kamupene ā te 5.00 karaka i te ahiahi pō, Paraire 15 Maihe 2019 (Rā

Hopunga) ā, ka whakamāramahia katoatia.

Nō Tīhema 2018, nā Te Rōpū Heartland tētahi DRP i whakarewa, kia

taea ai ngā kaiwhaipānga tika te tuku anō i ā rātou moni whiwhi ki te

hoko anō i ētahi tūtanga pakihi māori hou. Ka whai wāhi te DRP ki te

moni whiwhi haurua tuatahi me te whakhekenga utu o 2.5 ōrau.

6


E akiakina ngā kaiwhaipānga kia whai wāhi i te kaupapa nei kia taunaki

ai ngā matea uara a Heartland nā te whaktipuranga pai o ngā rawa.

Me aro ka tika, kāore te kōwhiringa poti ō mua a ngā kaiwhaipānga kia

whakwhiti ki te Heartland Group Holdings Limited DRP i te Heartland

Bank Limited DRP. Ko ērā o ngā kaiwhaipānga i whai wāhi kē i te

Heartland Bank Limited DRP, ā, e hiahia ana ki te whiwhi tonu i ngā

tūtanga pakihi, kāore i ngā moni whiwhi, me tuku poti hou kia whai

wāhi i te Heartland Group DRP mā ngā tukanga e kitea ai i te tuhinga

DRP i mua i te 5 karaka i te ahiahipō, 18 Māihe 2019 (koinā tē rā hoko

tuatahi whai muri tonu mai i te Rā Hopu).

Anganga

Ka tautoko te tupu huna a te tuhinga toenga i ētahi hua e hāngai ana

ki te oroko matapae NPAT i te takiwā o te $75 miriona ki te $77

miriona. Heoi anō, ko te utu huatahi mō te panonitanga ā-kaporeihana

me te utu mō te ASX whakarārangi, me te whakaaweawe nui ake i te

whakapae e pā ana ki a IFRS i hua mai ai i te tupu a ngā nama utua

mai, kua pēhi atu ki te pūtea mai. Otira e whakapono ana tonu a

Heartland ka taea te moni hua te whakatutuki i te taha raro o te

matapae, heoi ko te utu, te hekenga o te haumitanga ki tōna

whakatipuranga. Nā reira, kua whakahoungia te matapae tūturu hei

arahi, ā, ko $73 miriona ki te $75 miriona te matapae hou, ā, e ngākau

titikaha ana a Heartland ka whakatutukia te NPAT tupu I te takiwā o te

10 ōrau hei te tau FY19.E ū ana ō mātou whakaaro ki ngā kaupapa

whakawhanake, ā, e hīkaka nui ana ki te kite i ngā momo

whakawhanaketanga mō raurangi - pēnei tonu i ērā e toitū kē ana i

Ahitereiria, me O4B.

Aua atu, kia whai wāhi atu mātou ki te mihi ki ngā kai mahi o Heartland

mō ngā hekenga werawera, me ā mātou kaiwhaipānga mō te auau o te

tautoko.

Geoffrey Ricketts Jeff Greenslade

Heamana o te Poari Toihau

6 Tērā, ko te utu tūturu i raro i te DRP kia 97.5 ōrau o te rahi o te utu toharite o ngā tūtanga pakihi i ngā rā e rima whai muri i te Rā Hopu. Mō ngā kōiriiri katoa o te

DRP me ngā tatauranga o te Utu Tūturu, tirohia te Heartland Group Holdings Limited DRP tuhinga, 10 Tīhema 2018.

7

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Profitability through
receivables growth


Business Finance

Gross finance receivables $1,094

million, up $32 million

(6.1% annualised growth)

Working capital and plant and

equipment finance distributed

through Heartland’s relationship

managers, partners and

intermediaries.

Exceptional strong growth

through Business Intermediated

(44.3% annualised growth) and

Open for Business (56.2%

annualised growth).

Total Gross Finance

Receivables

$

4.2bn

1

$

1,094M

$

481M

$

756M

$

189M

$

1,040M

$

646M


Motor Vehicle Finance

Gross finance receivables $1,040 million, up

$79 million (16.3% annualised growth)

Lending through our motor vehicle dealer

network continues to grow strongly –

enabling customers to access finance at

point of sale.


Rural Finance

Gross finance receivables $646

million, down $15 million (4.5%

annualised decrease)

Rural loans and livestock finance

distributed through Heartland’s

relationship managers, alliance

partners and online through our

digital platform, Open for Livestock.

Gross Receivables($m)

Dec-18Jun-18Jun-17Jun-16Jun-15

11.9%

annualised

growth

(exc. FX)

2,877

3,125

3,576

4,017

4,226


New Zealand Reverse

Mortgages

Gross finance receivables $481 million, up

$25 million (10.7% annualised growth)

Primarily distributed through our

Heartland Seniors Finance sales team in

New Zealand.


Australia

Australia Reverse Mortgages

Gross finance receivables $733

million, up $85 million (24.9%

annualised growth excluding FX

2

)

Distributed through brokers and

our Heartland Seniors Finance sales

team in Australia.

Including impact of foreign currency

translation, reported annualised

growth of $55 million (16.2%)

Australian Spotcap

business lending

Gross finance receivables $22 million,

up $4 million (45.4% annualised

growth excluding FX

2

)

Including impact of foreign currency

translation, reported annualised

growth 36.5%


Harmoney and other

personal lending

Gross finance receivables $189

million, up $35 million (44.3%

annualised growth excluding FX)

Our partnership with Harmoney

enables Heartland to lend through

Harmoney’s online platform for

personal loans.

New Zealand Harmoney and

personal lending grew 37.7%

(annualised growth)

Australian Harmoney and personal

lending grew 77.0% (annualised

growth excluding FX

2

)

Our Business

1 Excluding residential mortgage lending of $21 million as at 31 December 2018.

2 Excludes impact of changes in foreign currency exchange rates.

11.9 %

annualised growth

(exc FX)

8

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

We all have a role to play in supporting the development of our
rangatahi as they prepare to begin their studies or enter ‘the world of

work’. Over the last two years, Heartland Bank has provided internship

opportunities for Māori students to test the waters of working life,

before they enter the workforce.

Heartland’s six week paid internship programme is based on the Māori

concept of ‘ako’, which means to learn and teach. The internship

provides students with work experience over their summer holiday,

and allows us to learn from them too – particularly in relation to how

we can make Heartland more welcoming and inclusive to Māori

people.

Following a successful programme in 2017, this year we opened our

doors to 20 students from three Auckland schools.

The internship was offered to students from the InZone Education

Foundation (an organisation which aims to enhance the educational

outcomes of Māori youth by providing opportunities to attend

Auckland Grammar and Epsom Girls Grammar schools), King’s College

and Ngā Puna O Waiōrea (a Māori immersion unit within Western

Springs College).

Through the programme, we aim to encourage students to return to

Heartland or consider a career in the banking or finance industry.

Overwhelmingly, feedback from our interns has been positive. Since

the programme began in 2017, four interns have had further

employment with Heartland Bank and another two have returned for

holiday work. One of those past interns is communications student

Payton Taplin who is currently employed in Heartland’s

communications and marketing team.

“The internship was such a great opportunity to see how our studies

can be applied in a corporate environment,” said Payton. “Since joining

the Heartland team on a more permanent basis, I’ve been learning

heaps – and now I’m confident that my decision to study

communications is a good one.”

Heartland is dedicated to promoting a diverse workplace where all

people feel accepted for who they are – including our future Māori

workforce. Overtime, we hope to become the employer of choice for

emerging Māori talent. Our internship programme is just one of the

ways we intend to achieve this.

According to Statistics New Zealand, by

2038, approximately 30% of the population

– and therefore our future workforce – will

be Māori.

Ka pū te ruha, ka

hao te rangatahi

FEATURE STORY

The next generation is

coming through


“The internship was such

a great opportunity to

see how our studies can

be applied in a corporate

environment.”

Payton Taplin,

communications student.

9

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Financial
Commentary

Profitability once again increased with Heartland achieving a net

profit after tax of $33.1 million for the six months to 31 December

2018, an increase of 6.5% from the previous corresponding

reporting period.

1

Heartland Group Holdings Limited (Heartland) achieved strong

growth in finance receivables in the current period, particularly in

Australian Reverse Mortgages, Open for Business and Intermediated

Business lending, Harmoney and other personal lending, and Motor

finance. Overall, Gross Finance Receivables increased $240.7 million

(11.9% annualised growth), excluding the impact of changes in

foreign currency exchange rates.

Net operating income

Net Operating Income (NOI) was $102.1 million, up $8.2 million

(8.7%) compared to the previous corresponding reporting period.

Heartland’s Net Interest Margin (NIM) for the six months ended

31 December 2018 was 4.36% compared to 4.44% for the six

months ended 31 December 2017. NIM was impacted by $1.1m

of break costs incurred due to the early repayment of the Tier 2

Australian dollar subordinated bond. The Tier 2 bond was repaid

using lower cost funding, which is expected to result in lower

interest expense in the second half of the financial year.

Costs

Operating costs were $43.4 million, an increase of $3.1 million (7.7%)

compared to the previous corresponding reporting period. Higher

operating expenses are due to growth, one-off corporate restructure

and ASX listing costs of $0.9 million and an adverse impact of foreign

currency movements of $1.2 million due to a temporary foreign

exchange exposure at the time of the corporate restructure. This

exposure has subsequently been hedged, removing the potential for

any further negative impact.

The cost to income ratio improved to 42.5% compared to 42.9% in

the previous corresponding reporting period, although excluding

one-off corporate restructure and ASX listing costs and the adverse

impact of foreign currency movements, the cost to income ratio

improved further to 40.4%.

Impairments

The new accounting standard relating to impairments, IFRS9, came

into effect on 1 July 2018. This new standard requires impairments

to be provided for on an expected loss basis at the date of loan

origination. For the period ending 31 December 2018, whilst

receivables have performed largely in line with expectations, there

has been an increase in impairment expense due to how changes

in product mix and growth are provided for under new IFRS9

methodology.

Impaired asset expense increased $2.9 million (27.6%) to $13.3

million for the six months ended 31 December 2018, but $2.2 million

of that increase is a result of the new IFRS9 methodology, which

is greater than anticipated due to the mix of our loan portfolio at

31 December 2018 differing from initial projections.

The impairment expense ratio increased from 0.58% to 0.64% for

the six months ended 31 December 2018. Despite the increase,

underlying receivables performance is stable. Excluding the $2.2

million of impairments due to the new IFRS9 methodology:

• impaired asset expense as a percentage of average gross finance

receivables reduced to 0.53%;

• impairment expense in Motor was 0.84% compared to 0.95% in the

previous corresponding reporting period; and

• Business lending impairment expense was 0.63% compared to

0.55% in the previous corresponding reporting period (largely due

to the growth in O4B).

For Reverse Mortgages, which are valued using fair value

methodology, the risk remained stable.

The initial adoption of IFRS9 also resulted in opening adjustments to

provisions for impairments of $25.3 million and retained earnings of

$18.2 million, after allowance for the deferred tax benefit.

Net impaired and past due loans over 90 days decreased by $2.0

million from 30 June 2018 to $71.8 million as at 31 December 2018,

and as a percentage of gross receivables decreased from 1.84% as at

30 June 2018 to 1.70% as at 31 December 2018.

Business performance

New Zealand Reverse Mortgages

New Zealand Reverse Mortgages net operating income was $10.0

million, an increase of $1.2 million or 13.5% from the previous

corresponding reporting period.

Motor

Motor vehicle net operating income was $28.2 million, an increase

of $2.3 million or 8.9% from the previous corresponding reporting

period. Motor vehicle gross receivables increased $79.0 million

(16.3% annualised growth) to $1,039.9 million as at 31 December

2018 through Motor Dealer lending (car dealerships, brokers and

partnerships such as Holden and Jaguar/Land Rover).

Harmoney and other personal lending

Harmoney and other personal lending net operating income was

$9.5 million, an increase of $2.6 million or 38.0% from the previous

corresponding reporting period. Harmoney and other personal

lending achieved growth in gross receivables of $34.7 million (44.3%

annualised growth), offset by small foreign currency movement of

$1.3 million on Australia Harmoney receivables, to $188.6 million as

at 31 December 2018.

Heartland has a 13.34% shareholding in Harmoney.

Business

Business lending net operating income was $27.6 million, an increase

of $1.5 million or 5.7% from the previous corresponding reporting

period.

Business gross receivables increased by $32.4 million (6.1%

annualised growth) to $1,093.8 million as at 31 December 2018.

1 This announcement is based on the 31 December 2018 unaudited interim consolidated financial statements of Heartland Group Holdings Limited (HGH).

Following a corporate restructure on 31 October 2018, Heartland Bank Limited (HBL) became a 100% controlled subsidiary of HGH and ownership of the

Australian group of companies (comprising Heartland Australia Holdings Pty Limited) transferred from HBL to HGH. The interim consolidated financial

statements of HGH comprise of results for HBL up to 31 October 2018, and HGH from 1 November 2018 to 31 December 2018. As common control has

remained the same both before and after the corporate restructure, management believe that the operations of HGH from 1 November 2018 are directly

comparable to those of HBL prior to 1 November 2018. All comparative results are based on 31 December 2017 unaudited interim consolidated financial

statements of HBL.

10

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Heartland’s growth focus continues to be on Intermediated Business
and lending through our digital platform, Open for Business. These

markets continue to deliver results with Business Intermediated

lending up $72.3 million (44.3% annualised growth) and Open

for Business lending up $25.5 million (56.2% annualised growth)

to $115.4 million as at 31 December 2018. Business Relationship

lending continues to be managed down as part of our strategy to

reduce concentration risk resulting in Business Relationship gross

receivables reducing by $65 million in the period.

Rural

Rural lending net operating income was $15.8 million, a decrease of

$0.4 million or 2.7% from the previous corresponding reporting period.

Rural gross receivables decreased in the period by $15.0 million

(4.5% annualised decrease). Similarly to Business Relationship

lending, we continue to manage down large Rural Relationship

lending to reduce concentration risk in this area.

Australia

Net operating income from Australian operations (comprising

Australian Reverse Mortgages and business lending to Spotcap) was

$11.8 million, an increase of $2.2 million or 23.3% from the previous

corresponding reporting period.

Australian Reverse Mortgages gross receivables grew by $85.1

million (24.9% annualised growth) in the six months to 31 December

2018. This growth was offset by an adverse movement in foreign

currency translation of $29.8 million, resulting in a reported growth

of $55.3 million (16.2% annualised growth) to gross receivables of

$733.3 million as at 31 December 2018. Australian business lending

to Spotcap increased $4.3 million (45.4% annualised growth), also

offset by a small adverse movement in foreign currency translation

of $0.8 million to $22.2 million as at 31 December 2018.

Other

New Zealand residential mortgages decreased by $4.4 million to

$21.3 million as at 31 December 2018 as Heartland continues to

run-down this portfolio.

Net assets

During the reporting period, Net Assets decreased by $10.0

million to $654.2 million as at 31 December 2018. Net Tangible

Assets (NTA) decreased by $13.3 million to $571.1 million as at

31 December 2018. NTA per share was $1.01 at 31 December 2018

compared to $1.04 at 30 June 2018.

This reduction in NTA per share is primarily due to opening retained

earnings being restated by $18.2 million upon the initial adoption

of IFRS9, accounting for $0.03 NTA per share, with a corresponding

increase in provisions for impairments.

Funding and liquidity

The corporate restructure was completed in October 2018 and

provides Heartland with greater flexibility for capital and funding

options going forward. The Tier 2 Notes (A$20 million) were repaid

as part of this corporate restructure.

Retail Deposits grew $106.6 million (7.3% annualised growth) to

$3.0 billion as at 31 December 2018. Heartland continues to be a

strong market leader in term deposit and call account offerings,

providing customers with competitive interest rates and unlimited

on call access to their money.

Capital management

The regulatory capital ratio (Total Capital expressed as a

percentage of total risk weighted exposures) for Heartland Bank

Limited was 13.25% as at 31 December 2018, compared to 14.12%

as at 30 June 2018.

Return on Equity (ROE) for Heartland Group reduced from 10.8%

(annualised) for the six months ended 31 December 2017 to 10.3%

(annualised) for the six months ended 31 December 2018. The

reduced ROE is a result of higher average equity for the current period.

Earnings per share for Heartland Group Holdings Limited for the six

months ended 31 December 2018 was 5.9 cents per share, compared

to 6.0 cents per share for the six months ended 31 December 2017.

Interim dividend

An interim dividend of 3.5 cents per share was declared with the

release of the 2019 interim results. The interim dividend will be paid

on Friday 29 March 2019 (Payment Date) to shareholders on the

company’s register as at 5.00pm on Friday 15 March 2019 (Record

Date) and will be fully imputed. The Dividend Reinvestment Plan

(DRP) will apply to the interim dividend with a 2.5% discount.

2


Shareholders are strongly encouraged to participate in the DRP.

It is important to note that shareholders’ 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. Shareholders who

previously participated in the Heartland Bank Limited DRP, and

wish to continue to receive shares instead of dividend payments,

must make a new election to participate in the Heartland Group

Holdings Limited DRP in one of the ways specified in the DRP offer

document by 5.00pm on 18 March 2019 (being the first trading day

after the Record Date). The DRP offer document and participation

form is available on our shareholder website at: https://shareholders.

heartland.co.nz/shareholder-resources/dividends.

2 That is, the strike price under the DRP will be 97.5% of the volume weighted average sale price of Heartland shares over the five trading days following

the Record Date. For the full details of the DRP and the Strike Price calculation, refer to Heartland Group Holdings Limited DRP offer document dated

10 December 2018.

Change in profitability

Six months ended 31 December 2017

Net profit after tax

31.1

Increased net interest income7.9Increase in net interest income of 8.8%, in line with gross finance receivables annualised

growth of 10.3% offset by Tier 2 bond break costs and slightly lower net interest margin

Increased other net income0.3

Increased operating costs(3.1)Increased operating costs due to the increase in receivables combined with one-off corporate

restructure and ASX listing costs and adverse impact of foreign currency movements incurred

in the period

Increased impairment expense(2.9)Increased impairment expense due to growth in receivables and additional impairments

provided for on the date of loan origination under IFRS9 of $2.2 million

Increased income tax expense(0.2)Increase tax expense due to improved profitability

Six months ended 31 December 2018

Net profit after tax

33.1

11

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

12
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Financial

Statements

Interim

Consolidated

13
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Interim Consolidated

For the six months ended 31 December 2018

GENERAL INFORMATION

This Disclosure Statement has been issued by Heartland Bank Limited (the Bank) and its subsidiaries (the Banking Group) for the year ended

30 June 2018 in accordance with the Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order 2014 (as amended)

(the Order). The financial statements of the Bank for the year ended 30 June 2018 form part of, and should be read in conjunction with, this Disclosure

Statement.

Words and phrases defined by the Order have the same meanings when used in this Disclosure Statement.

Name and address for service

The name of the Registered Bank is Heartland Bank Limited.

The Bank’s address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

Details of incorporation

The Bank was incorporated under the Companies Act 1993 on 30 September 2010.

Interests in 5% or more of voting securities of the Bank

Name Percentage held

Harrogate Trustee Limited9.63%

No person has the ability to directly or indirectly appoint 25% or more of the board of directors (the Board) (or other persons exercising powers of

management) of the Bank.

PRIORITY OF CREDITORS’ CLAIMS

In the event of the Bank becoming insolvent or ceasing business, certain claims set out in legislation are paid in priority to others. These claims include

secured creditors, taxes, certain payments to employees and any liquidator’s costs. After payment of those creditors, the claims of all other creditors are

unsecured and would rank equally, with the exception of holders of subordinated bonds and notes which rank below all other claims.

The loans sold to Heartland ABCP Trust 1 (ABCP Trust) are set aside for the benefit of investors in ABCP Trust. Loans held as receivables within Seniors

Warehouse Trust (SW Trust) and ASF Settlement Trust (ASF Trust) are also set aside for the benefit of funders in these Trusts. See Note 25 - Structured

entities for further details.

GUARANTEE ARRANGEMENTS

As at the date this Disclosure Statement was signed, no material obligations of the Bank were guaranteed.

Contents

General Information .............................................................................................. 13

Directors..................................................................................................................14

Auditor .................................................................................................................... 14

Consolidated Interim Statement of Comprehensive Income ........................... 15

Consolidated Interim Statement of Changes in Equity ..................................... 16

Consolidated Interim Statement of Financial Position...................................... 18

Consolidated Interim Statement of Cash Flows................................................. 19

Basis of Reporting .................................................................................................. 21

Performance

1 Segmental analysis ....................................................................................... 24

2 Net interest income 26

3 Operating expenses 26

4 Impaired asset expense 27

5 Earnings per share 27

Financial Position

6 Finance receivables ....................................................................................... 28

7 Borrowings ..................................................................................................... 31

8 Share capital and dividends ......................................................................... 32

9 Related party transactions and balances ................................................... 32

10 Fair value ........................................................................................................ 33

Risk Management

11 Risk management policies............................................................................ 36

12 Credit risk exposure ...................................................................................... 36

13 Liquidity risk ................................................................................................... 38

14 Interest rate risk ............................................................................................ 39

Other Disclosures

15 Structured entities........................................................................................ 40

16 Insurance business, securitisation, funds management and other

fiduciary activities .........................................................................................

41

17 Contingent liabilities and commitments .................................................... 41

18 Events after reporting date ......................................................................... 41

Independent Auditor’s Review ............................................................................. 42

14
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

GENERAL INFORMATION

Heartland Group Holdings Limited (HGH) is incorporated in New Zealand and registered under the Companies Act 1993. The shares in HGH are listed

on the NZX Main Board and the Australian Securities Exchange under a Foreign Exempt Listing.

On 31 October 2018 HGH acquired Heartland Bank Limited (HBL) pursuant to a corporate restructure approved by the shareholders of HBL. Under

this restructure all the shares of HBL were exchanged for shares in HGH. At the same time, the Australian group of companies owned by HBL were

transferred to HGH. HGH was incorporated solely for the purpose of undertaking this transaction.

As common control remained after the restructure, the interim financial statements presented for the six months ended 31 December 2018 are for

HGH and its subsidiaries (the Group) as if it had operated for the entire period. Comparative figures shown are for the consolidated HBL group.

The Group’s address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

DIRECTORS

As at the date this Interim Financial Statements was signed, the Directors of the Group are:

Geoffrey T Ricketts (Chair) – Independent Non-Executive Director

Jeffrey K Greenslade – Executive Director and Group Chief Executive Officer

Sir Christopher R Mace – Independent Non-Executive Director

Ellen F Comerford – Independent Non-Executive Director

Gregory R Tomlinson – Non-Executive Director

AUDITOR

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland

OTHER MATERIAL MATTERS

There are no material matters relating to the business or affairs of the Group that are not contained elsewhere in this Consolidated Interim Financial

Report which would, if disclosed in this Consolidated Interim Financial Report, materially affect the decision of a person to subscribe for debt securities

of which the Group is the issuer.

DIRECTORS’ STATEMENT

This Consolidated Interim Financial Report is dated 19 February 2019 and has been signed by all the Directors.

G. T. Ricketts (Chair – Board of Directors) E. F. Comerford

J. K. Greenslade Sir C. R. Mace

G. R. Tomlinson

15
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Consolidated Interim Statement

of Comprehensive Income

For the six months ended 31 December 2018

$000NOTE

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Interest income2 166,260 152,471 309,284

Interest expense2 68,238 62,377 125,483

Net interest income98,022 90,094 183,801

Operating lease income2,871 3,082 5,675

Operating lease expenses1,801 2,132 4,005

Net operating lease income1,070 950 1,670

Lending and credit fee income1,444 1,202 2,351

Other income1,575 1,663 8,972

Net operating income102,111 93,909 196,794

Operating expenses3 43,356 40,248 80,433

Profit before impaired asset expense and income tax58,755 53,661 116,361

Impaired asset expense4 13,286 10,416 22,067

Profit before income tax45,469 43,245 94,294

Income tax expense12,355 12,159 26,781

Profit for the period33,114 31,086 67,513

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss:

Effective portion of changes in fair value of cash flow hedges, net of income tax781 (492)72

Movement in debt instrument fair value reserve, net of income tax170 1,034 981

Movement in foreign currency translation reserve, net of income tax(4,003)2,510 2,315

Items that will not be reclassified to profit or loss:

Movement in defined benefit reserve, net of income tax- 231 340

Other comprehensive (loss) / income for the period, net of income tax(3,052)3,283 3,708

Total comprehensive income for the period30,062 34,369 71,221

Earnings per share from continuing operations

Basic earnings per share5 6c6c13c

Diluted earnings per share5 6c6c13c

Total comprehensive income for the period is attributable to owners of the Group.

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

16
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

$000NOTE

Share

Capital

Treasury

Shares

Reserve

Employee

Benefits

Reserve

Foreign

Currency

Translation

Reserve

Debt

Instrument

Fair Value

Reserve

Defined

Benefit

Reserve

Hedging

Reserve

Retained

Earnings

(restated)

Total

Equity

(restated)

Unaudited – Dec 2018

Balance at 1 July 2018544,927 (2,612)2,558 1,260 1,590 257 (1,080)117,260 664,160

Impact of NZ IFRS 9 (net of tax) – – – – – – – (18,231)(18,231)

Balance at 1 July 2018- Restated544,927 (2,612)2,558 1,260 1,590 257 (1,080)99,029 645,929

Total comprehensive income for the period

Profit for the period– – – – – – – 33,114 33,114

Other comprehensive (loss) / income, net of

income tax– – – (4,003)170 – 781 – (3,052)

Total comprehensive income for the period– – – (4,003)170 – 781 33,114 30,062

Contributions by and distributions to owners

Dividends paid8– – – – – – – (30,808)(30,808)

Dividend reinvestment plan88,585 – – – – – – – 8,585

Transfer of treasury shares(2,340)2,340 – – – – – – –

Shares cancelled(272)272 – – – – – – –

Share based payments– – 382 – – – – – 382

Total transactions with owners5,973 2,612 382 – – – – (30,808)(21,841)

Balance at 31 December 2018550,900 – 2,940 (2,743)1,760 257 (299)101,335 654,150

Unaudited – Dec 2017

Balance at 1 July 2017473,128 (2,612)3,118 (1,055)609 (83)(1,152)97,642 569,595

Total comprehensive income for the period

Profit for the period– – – – – – – 31,086 31,086

Other comprehensive income / (loss), net of

income tax– – – 2,510 1,034 231 (492)– 3,283

Total comprehensive income for the period– – – 2,510 1,034 231 (492)31,086 34,369

Contributions by and distributions to owners

Dividends paid8– – – – – – – (28,393)(28,393)

Dividend reinvestment plan87,495 – – – – – – – 7,495

Issue of share capital859,225 – – – – – – – 59,225

Transaction costs associated with

capital raising(681)– – – – – – – (681)

Share based payments– – 216 – – – – – 216

Shares vested709 – (1,196)– – – – – (487)

Total transactions with owners66,748 – (980)– – – – (28,393)37,375

Balance at 31 December 2017539,876 (2,612)2,138 1,455 1,643 148 (1,644)100,335 641,339

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

Consolidated Interim

Statement of Changes in Equity

For the six months ended 31 December 2018

17
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Consolidated Interim

Statement of Changes in Equity (Continued)

For the six months ended 31 December 2018

$000NOTE

Share

Capital

Treasury

Shares

Reserve

Employee

Benefits

Reserve

Foreign

Currency

Translation

Reserve

Debt

Instrument

Fair Value

Reserve

Defined

Benefit

Reserve

Hedging

Reserve

Retained

Earnings

(restated)

Total

Equity

(restated)

Audited – Jun 2018

Balance at 1 July 2017473,128 (2,612)3,118 (1,055)609 (83)(1,152)97,642 569,595

Total comprehensive income for the year

Profit for the year– – – – – – – 67,513 67,513

Other comprehensive income, net of

income tax– – – 2,315 981 340 72 – 3,708

Total comprehensive income for the year– – – 2,315 981 340 72 67,513 71,221

Contributions by and distributions to owners

Dividends paid8– – – – – – – (47,895)(47,895)

Dividend reinvestment plan812,745 – – – – – – – 12,745

Issue of share capital859,225 – – – – – – – 59,225

Transaction costs associated with

capital raising(910)– – – – – – – (910)

Share based payments– – 666 – – – – – 666

Shares vested739 – (1,226)– – – – – (487)

Total transactions with owners71,799 – (560)– – – – (47,895)23,344

Balance at 30 June 2018544,927 (2,612)2,558 1,260 1,590 257 (1,080)117,260 664,160

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

18
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Consolidated Interim

Statement of Financial Position

As at 31 December 2018

$000NOTE

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Assets

Cash and cash equivalents89,161 117,316 49,588

Investments318,961 294,197 340,546

Investment properties9,196 1,724 9,196

Finance receivables6 4,167,276 3,783,091 3,984,941

Operating lease vehicles16,430 17,551 17,524

Other assets17,366 15,522 14,411

Intangible assets73,085 71,365 74,401

Deferred tax asset9,949 6,718 5,319

Total assets4,701,424 4,307,484 4,495,926

Liabilities

Borrowings7 4,027,785 3,633,423 3,796,058

Current tax liabilities1,835 6,722 11,459

Trade and other payables17,654 26,000 24,249

Total liabilities4,047,274 3,666,145 3,831,766

Equity

Share capital550,900 539,876 544,927

Treasury shares- (2,612)(2,612)

Retained earnings and reserves103,250 104,075 121,845

Total equity654,150 641,339 664,160

Total equity and liabilities4,701,424 4,307,484 4,495,926

Total interest earning and discount bearing assets4,557,144 4,179,777 4,361,014

Total interest and discount bearing liabilities4,011,329 3,626,752 3,789,144

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

19
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Consolidated Interim

Statement of Cash Flows

For the six months ended 31 December 2018

$000NOTE

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Cash flows from operating activities

Interest received149,255 139,100 280,471

Operating lease income received2,961 2,618 4,941

Lending, credit fees and other income received3,363 3,335 10,398

Operating inflows155,579 145,053 295,810

Payments to suppliers and employees50,799 33,543 73,672

Interest paid71,393 63,266 123,783

Taxation paid19,730 14,559 23,818

Operating outflows141,922 111,368 221,273

Net cash flows from operating activities before changes in operating assets

and liabilities13,657 33,685 74,537

Proceeds from sale of operating lease vehicles2,414 2,804 5,577

Purchase of operating lease vehicles(2,996)(2,887)(7,163)

Net movement in finance receivables(196,828)(237,056)(431,863)

Net movement in deposits105,388 131,864 307,733

Net cash flows applied to operating activities(78,365)(71,590)(51,179)

Cash flows from investing activities

Net proceeds from sale of investment properties– 3,185 3,185

Proceeds from sale of office fit-out, equipment and intangible assets– 16 –

Sale of equity investment– – 300

Net decrease in investments21,928 23,159 –

Total cash provided from investing activities21,928 26,360 3,485

Purchase of office fit-out, equipment and intangible assets2,379 2,437 8,837

Net increase in investments– – 23,107

Purchase of investment property– – 7,472

Total cash applied to investing activities2,379 2,437 39,416

Net cash flows from / (applied to) investing activities19,549 23,923 (35,931)

Cash flows from financing activities

Net increase/(decrease) in wholesale funding143,459 (79,703)(93,507)

Proceeds from issue of Unsubordinated Notes– 150,000 150,000

Increase in share capital8 – 59,225 58,315

Total cash provided from financing activities143,459129,522 114,808

Dividends paid8 22,22420,898 35,150

Repayment of subordinated notes7 22,846

Transaction costs associated with capital raising– 681 –

Total cash applied to financing activities45,07021,579 35,150

Net cash flows from financing activities98,389107,943 79,658

Net increase / (decrease) in cash held39,573 60,276 (7,452)

Opening cash and cash equivalents49,588 57,040 57,040

Closing cash and cash equivalents89,161 117,316 49,588

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

20
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Consolidated Interim

Statement of Cash Flows (Continued)

For the six months ended 31 December 2018

Reconciliation of profit after tax to net cash flows from operating activities

$000NOTE

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Profit for the period33,114 31,086 67,513

Add / (less) non-cash items

Depreciation and amortisation expense2,701 2,311 4,638

Depreciation on lease vehicles1,676 1,975 3,771

Capitalised net interest income(12,040)(10,884)(26,373)

Impaired asset expense413,286 10,416 22,067

Total non-cash items 5,623 3,818 4,103

Add / (less) movements in operating assets and liabilities:

Finance receivables(196,828)(237,056)(431,863)

Operating lease vehicles(582)(488)(2,257)

Other assets(5,377)1,814 (635)

Current tax (9,624)(3,134)1,603

Derivative financial instruments revaluation(1,948)(1,273)(1,638)

Deferred tax(4,630)1,134 2,533

Deposits105,388 131,864 307,733

Other liabilities(3,501)645 1,729

Total movements in operating assets and liabilities(117,102)(106,494)(122,795)

Net cash flow applied to operating activities(78,365)(71,590)(51,179)

The notes on pages 21 to 41 are an integral part of these consolidated interim financial statements.

21
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

BASIS OF REPORTING

Reporting entity

The interim financial statements presented are the consolidated financial statements comprising Heartland Group Holdings Limited and its subsidiaries

(the Group).

On 31 October 2018 HGH acquired Heartland Bank Limited (HBL) pursuant to a corporate restructure approved by the shareholders of HBL. Under

this restructure all the shares of HBL were exchanged for shares in HGH. At the same time, the Australian group of companies owned by HBL were

transferred to HGH. HGH was incorporated solely for the purpose of undertaking this transaction. HGH is a FMC reporting entity for the purposes of

the Financial Markets Conduct Act 2013

As common control remained after the restructure, the interim financial statements presented for the six months ended 31 December 2018 are for

HGH and its subsidiaries (the Group) as if it had operated for the entire period. Comparative figures shown are for the consolidated HBL Group.

Basis of preparation

The interim financial statements presented here are for the following periods:

• 6 month period ended 31 December 2018 – Unaudited

• 6 month period ended 31 December 2017 – Unaudited

• 12 month period ended 30 June 2018 – Audited

The interim financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ

GAAP), NZ IAS 34 Interim Financial Reporting, IAS 34 Interim Financial Reporting and the NZX Main Board Listing Rules and ASX Listing Rules. They do

not include all of the information required for full annual financial statements and should be read in conjunction with Heartland Bank Limited’s Annual

Report for the year ended 30 June 2018.

The interim financial statements have been prepared on a going concern basis in accordance with historical cost, unless stated otherwise. The

accounting policies applied by the Group in these consolidated interim financial statements are the same as those applied by Heartland Bank Limited in

its consolidated financial statements as at and for the year ended 30 June 2018, except for those listed below.

Certain comparative information has been restated to comply with the current period presentation.

Change in accounting policy

The Group adopted NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with Customers from 1 July 2018. There have been no

changes in previously reported financials.

NZ IFRS 9 Financial Instruments

In accordance with the transition provisions of NZ IFRS 9 the classification and measurement requirements of this standard have been applied

retrospectively by adjusting affected opening balances at the date of initial application with no restatement of comparative periods.

The following changes to accounting policy due to the application of NZ IFRS 9 have been made.

Impairment of finance receivables

At each reporting date, the Group assess whether there has been a significant increase in credit risk since initial recognition based on the “expected

credit loss” (ECL) model.

The ECL model is a forward looking model where impairment allowances are recognised before losses are actually incurred. On initial recognition, an

impairment allowance is required, based on events that are possible in the next 12 months.

After initial recognition, the Group applies a 3 stage test to measure ECL’s. Assets may migrate through the following stages based on their change in

credit risk since initial recognition.

Stage 1 – 12 months ECL

No evidence of impairment (past due 30 days or less)

Stage 2 – Lifetime ECL not credit impaired

Significant increase in credit risk (greater than 30 but less than 90 days past due)

Stage 3 – Lifetime ECL credit impaired

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired (past due 90 days or more)

In determining whether credit risk has increased, all available information relevant to the assessment including information about past events, current

conditions and reasonable and supportable forecasts of economic conditions at the reporting date are taken into consideration.

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or to small to model, judgement is

used to determine impairment provisions.

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

22
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

Changes to classification and measurement under NZ IFRS 9

The table below details the changes to classification and measurement of the Group’s financial assets due to the adoption of NZ IFRS 9. There are no

changes in the classification or measurement category of the Group’s financial liabilities.

Financial instrumentsNZ IAS 39 Measurement categoryNZ IFRS 9 Measurement category

NZ IAS 39 carrying

value June 18

NZ IFRS 9 carrying

value 1 July 18

Financial assets

Bank bonds and floating rate notesAvailable for sale (AFS)Fair Value through other

comprehensive income (FVOCI)230,754230,754

Public sector securities & Corporate bondsAFSFVOCI57,81857,818

Local authority stockAFSFVOCI42,28042,280

Equity investmentsFair value through profit or loss

(FVTPL)

FVOCI – for equity

9,6949,694

Finance receivables – Reverse MortgagesAmortised costFVOCI 1,129,956 1,132,620

Finance receivables – OtherAmortised costAmortised cost2,854,9852,826,974

Trade receivablesAmortised costAmortised cost1,6131,613

Financial Liabilities

BorrowingsAmortised costAmortised cost3,796,0583,796,058

Derivative financial liabilitiesAmortised costAmortised cost1,6391,639

Trade payablesAmortised costAmortised cost10,40610,406

The table below is a reconciliation of the balance sheet detailing the changes from NZ IAS 39 to NZ IFRS 9.

$000

Audited

12 mths to

Jun 2018

Impact of

NZ IFRS 9

Restatement

Restated

1 July 2018

Assets

Cash and cash equivalents49,588 – 49,588

Investments340,546 – 340,546

Investment properties9,196 – 9,196

Finance receivables3,984,941 (25,347)3,959,594

Operating lease vehicles17,524 – 17,524

Other assets14,411 – 14,411

Intangible assets74,401 – 74,401

Deferred tax asset5,319 7,116 12,435

Total assets4,495,926 (18,231)4,477,695

Liabilities

Borrowings3,796,058 – 3,796,058

Current tax liabilities11,459 – 11,459

Trade and other payables24,249 – 24,249

Total liabilities3,831,766 – 3,831,766

Equity

Share capital542,315 – 542,315

Retained earnings and reserves121,845 (18,231)103,614

Total equity664,160 (18,231)645,929

Total equity and liabilities4,495,926 (18,231)4,477,695

Impact of new impairment model

Additional provision for impairment recognised at 1 July 2018 on:

– Finance Receivables – Other 25,929

– Finance Receivables – Reverse Mortgages (582)

Provision for Impairment at 1 July 2018 25,347

Less tax impact (7,116)

Net impact on retained earnings 18,231

23
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

NZ IFRS 15 Revenue from Contracts with Customers

The Group adopted NZ IFRS 15 on 1 July 2018. This standard provides a principles based approach for revenue recognition and introduces the concept

of recognising revenue for performance obligations as they are satisfied.

The Group has adopted this standard retrospectively with the cumulative effect of initial application recognised as an adjustment to opening balances

and has applied all practical expedients applicable. There have been no changes to previously reported financials.

Accounting standards issued not yet effective

Standard and description

Effective for

annual years

beginning

on or after:

Expected to be

initially applied in

year ending:

NZ IFRS 16 Leases, contains guidance on identification, recognition, measurement, presentation,

and disclosure of leases by lessees and lessors.

1 Jan 201930 Jun 2020

NZ IFRS 17 Insurance contracts, establishes principles for the recognition, measurement, presentation and

disclosure of insurance contracts.

1 Jan 202130 Jun 2022

NZ IFRS 9 Financial Instruments, contains relaxed requirements for hedged effectiveness, and expanded

disclosures.

1 Jan 201930 Jun 2020

The Group is currently assessing the impact of NZ IFRS 16 and NZ IFRS 17, and it is not practicable to quantify the effect at the date of the publication

of these financial statements.

24
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

PERFORMANCE

1 Segmental analysis

Segment information is presented in respect of the Group’s operating segments which are those used for the Group’s management and internal

reporting structure.

All income received is from external sources, except those transactions with related parties. Certain operating expenses, such as premises, IT and

support centre costs are not allocated to operating segments and are included in Other.

Internal structures have changed during the current year. Previously reported Household segment has been disaggregated to show Motor, Reverse

Mortgages, Other Personal and Australia. Prior years have been restated accordingly.

Operating segments

The Group operates predominantly within New Zealand and Australia and comprises the following main operating segments:

MotorProviding motor vehicle finance

Reverse MortgagesProviding reverse mortgage lending within New Zealand

Other PersonalProviding both a comprehensive range of financial services – including term, transactional and savings based deposit accounts

and personal loans

BusinessProviding term debt, plant and equipment finance, commercial mortgage lending and working capital solutions for small-to-

medium sized businesses.

RuralProviding specialist financial services to the farming sector primarily offering livestock finance, rural mortgage lending, seasonal

and working capital financing, as well as leasing solutions to farmers.

AustraliaProviding reverse mortgage lending and other financial services within Australia

25
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

1 Segmental analysis (continued)

$000Motor

Reverse

Mortgages

Other

PersonalBusinessRuralAustraliaOtherTotal

Unaudited – 6 months ended 31 December 2018

Net interest income27,716 9,937 8,304 26,904 15,426 11,555 (1,820)98,022

Net other income467 112 1,195 723 404 196 992 4,089

Net operating income28,183 10,049 9,499 27,627 15,830 11,751 (828)102,111

Operating expenses1,203 1,261 2,974 4,539 1,899 2,633 28,847 43,356

Profit / (loss) before impaired asset expense

and income tax26,980 8,788 6,525 23,088 13,931 9,118 (29,675)58,755

Impaired asset expense4,654 –5,036 3,812 (135)(322) 24113,286

Profit / (loss) before income tax22,326 8,788 1,489 19,276 14,066 9,440 (29,916)45,469

Income tax expense– – – – – – 12,355 12,355

Profit / (loss) for the period22,326 8,788 1,489 19,276 14,066 9,440 (42,271)33,114

Total assets1,021,673 479,855 200,823 1,083,029 634,486 754,933 526,625 4,701,424

Total liabilities– – – – – – 4,047,274 4,047,274

$000Motor

Reverse

Mortgages

Other

PersonalBusinessRuralAustraliaOtherTotal

Restated and unaudited - 6 months ended 31 December 2017

Net interest income24,397 8,739 5,740 25,734 16,245 9,287 (48)90,094

Net other income1,472 116 1,142 402 25 240 418 3,815

Net operating income25,869 8,855 6,882 26,136 16,270 9,527 370 93,909

Operating expenses1,551 913 3,383 4,011 2,146 2,009 26,235 40,248

Profit / (loss) before impaired asset expense

and income tax24,318 7,942 3,499 22,125 14,124 7,518 (25,865)53,661

Impaired asset expense4,139 70 2,302 2,259 1,362 283 1 10,416

Profit / (loss) before income tax20,179 7,872 1,197 19,866 12,762 7,235 (25,866)43,245

Income tax expense– – – – – – 12,159 12,159

Profit / (loss) for the period20,179 7,872 1,197 19,866 12,762 7,235 (38,025)31,086

Total assets886,301 427,892 151,588 1,031,647 676,630 609,033 524,393 4,307,484

Total liabilities– – – – – – 3,666,145 3,666,145

$000Motor

Reverse

Mortgages

Other

PersonalBusinessRuralAustraliaOtherTotal

Restated – 12 months ended 30 June 2018

Net interest income50,328 19,086 12,421 51,189 32,122 20,011 (1,356)183,801

Net other income2,515 262 2,392 1,124 163 514 6,023 12,993

Net operating income52,843 19,348 14,813 52,313 32,285 20,525 4,667 196,794

Operating expenses2,914 1,670 6,552 8,130 4,351 4,142 52,67480,433

Profit / (loss) before impaired asset expense

and income tax49,929 17,678 8,261 44,183 27,934 16,383 (48,007)116,361

Impaired asset expense7,778 (18)5,741 6,275 2,400 234 (343)22,067

Profit / (loss) before income tax42,151 17,696 2,520 37,908 25,534 16,149 (47,664)94,294

Income tax expense– – – – – – 26,781 26,781

Profit / (loss) for the period42,151 17,696 2,520 37,908 25,534 16,149 (74,445)67,513

Total assets (restated)955,088 454,016 178,309 1,048,239 654,935 695,251 510,0884,495,926

Total liabilities (restated)– – – – – – 3,831,766 3,831,766

26
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

2 Net interest income

Interest income and expense is recognised in profit or loss using the effective interest method. The effective interest rate is established on initial

recognition of the financial assets and liabilities and is not revised subsequently. The calculation of the effective interest rate includes all yield related

fees and commissions paid or received that are an integral part of the effective interest rate.

Interest on the effective portion of a derivative designated as a cash flow hedge is initially recognised in the hedging reserve. It is released to profit or

loss at the same time as the hedged item or when the hedge relationship is subsequently deemed to be ineffective, should this occur.

$000NOTE

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Interest income

Cash and cash equivalents312 435 842

Investments4,906 4,766 9,515

Finance receivables161,042 147,270 298,927

Total interest income166,260 152,471 309,284

Interest expense

Retail deposits48,595 44,904 90,880

Bank and securitised borrowings13,194 13,518 25,380

Subordinated and Unsubordinated Notes7 5,039 2,568 6,596

Net interest expense on derivative financial instruments1,410 1,387 2,627

Total interest expense68,238 62,377 125,483


Net interest income98,022 90,094 183,801

3 Operating expenses

$000

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Personnel expenses22,776 22,528 45,539

Directors’ fees612 514 972

Superannuation509 466 921

Audit and review of financial statements

1

338 223 433

Other assurance services paid to auditor

2

15 26 36

Other fees paid to auditor

3

– 121 171

Depreciation - property, plant and equipment898 701 1,386

Amortisation - intangible assets1,803 1,610 3,252

Operating lease expense as a lessee912 1,039 2,033

Legal and professional fees1,843 999 2,267

Other operating expenses13,650 12,021 23,423

Total operating expenses43,356 40,248 80,433

1 Audit and review of financial statements includes fees paid for both the audit of annual financial statements and the review of interim financial statements.

2 Other assurance services paid to the auditor comprise review of regulatory returns, trust deed reporting, registry audits and other agreed upon procedure engagements.

3 Other fees paid to the auditor include professional fees in connection with regulatory advisory services and a Health and Safety framework review.

27
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

4 Impaired asset expense

The Group adopted NZ IFRS 9 which sets out new requirements for impairment of financial assets using the ECL approach. (Refer note 1)

$000

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Unaudited

12 mths to

Jun 2018

Non-securitised

Individually impaired expense(425)1,876 5,190

Collectively impaired expense13,740 8,383 16,889

Total non-securitised impaired asset expense13,315 10,259 22,079

Securitised

Collectively impaired expense(29)157 (12)

Total securitised impaired asset expense(29)157 (12)

Total

Individually impaired expense(425)1,876 5,190

Collectively impaired expense13,711 8,540 16,877

Total impaired asset expense13,286 10,416 22,067

5 Earnings per share

Dec 2018Dec 2017Jun 2018

Earnings

per share

Net profit

after tax

Weighted

average no.

of shares

Earnings

per share

Net profit

after tax

Weighted

average no.

of shares

Earnings

per share

Net profit

after tax

Weighted

average no.

of shares

cents$000000cents$000000cents$000000

Basic earnings 6 33,114 561,188 6 31,086 520,741 13 67,513 538,594

Diluted earnings 6 33,114 561,188 6 31,086 520,795 13 67,513 538,594

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of fully paid shares less

treasury shares.

28
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

FINANCIAL POSITION

6 Finance receivables

$000NOTE

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Non-securitised

Neither at least 90 days past due nor impaired3,999,686 3,617,858 3,863,764

At least 90 days past due34,854 36,634 27,893

Individually impaired36,773 35,944 45,186

Gross finance receivables4,071,313 3,690,436 3,936,843

Less provision for impairment(55,412)(28,256)(29,367)

Less fair value adjustment for present value of future losses over expected life(2,216)(3,325)(2,824)

Total non-securitised finance receivables4,013,685 3,658,855 3,904,652

Securitised

Neither at least 90 days past due nor impaired154,642 124,103 79,809

At least 90 days past due197 440 784

Individually impaired– – –

Gross finance receivables154,839 124,543 80,593

Less provision for impairment(1,248)(307)(304)

Total securitised finance receivables153,591 124,236 80,289

Total

Neither at least 90 days past due nor impaired4,154,328 3,741,961 3,943,573

At least 90 days past due35,05137,074 28,677

Individually impaired 36,77335,944 45,186

Gross finance receivables4,226,152 3,814,979 4,017,436

Less provision for impairment(56,660)(28,563)(29,671)

Less fair value adjustment for present value of future losses over expected life(2,216)(3,325)(2,824)

Total finance receivables4,167,276 3,783,091 3,984,941

29
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

6 Finance receivables (continued)

(a) Movement in Provision

The following table details the movement from the opening balance to the closing balance of provision for impairment by class

12 month

ECL

Lifetime

ECL Not

credit

impaired

Lifetime

ECL Credit

impaired

Collective

provision

Jun 18

Specific

provisionTotal

Non-securitised

Impairment allowance as at 30 June 2018 – – – 20,301 9,066 29,367

Restated for adoption of NZ IFRS 929,356 1,438 14,909 (20,301)(169)25,233

Restated Impairment allowance as at 1 July 201829,356 1,438 14,909 – 8,897 54,600

Changes in loss allowance

Transfer to 12 month588 (560) (28) – – –

Transfer to lifetime not credit impaired (1,127) 1,189 (62) – – –

Transfer to lifetime credit impaired (1) (731) 732 – – –

Transfer to specific provision (1,443) (9) (751) – 2,203 –

Effect of changes in foreign exchange rate (67) (6) (3) – – (76)

Impaired asset expense 2,325 348 11,067 – (425) 13,315

Write offs – – (7,953) – (4,503) (12,456)

Transfer to/from securitised (776) 15 484 – – (277)

Recovery of amounts written off – – 293 – 13 306

Impairment allowance as at 31 December 2018 28,855 1,684 18,688 – 6,185 55,412

Securitised

Impairment allowance as at 30 June 2018 – – – 304 – 304

Restated for adoption of NZ IFRS 9 546 20 434 (304) – 696

Restated Impairment allowance as at 1 July 2018 546 20 434 – – 1,000

Changes in loss allowance

Transfer to 12 month 12 (11) (1) – – –

Transfer to lifetime not credit impaired (17) 19 (2) – – –

Transfer to lifetime credit impaired – (5) 5 – – –

Transfer to specific provision – – – – – –

Effect of changes in foreign exchange rate – – – – – –

Impaired asset expense (155) 13 113 – – (29)

Write offs – – – – – –

Transfer to/from non-securitised 776 (15) (484) – – 277

Recovery of amounts written off – – – – – –

Impairment allowance as at 31 December 2018 1,162 21 65 – – 1,248

Total

Impairment allowance as at 30 June 2018– – – 20,605 9,066 29,671

Restated for adoption of NZ IFRS 929,902 1,458 15,343 (20,605)(169)25,929

Restated Impairment allowance as at 1 July 201829,902 1,458 15,343 – 8,897 55,600

Changes in loss allowance

Transfer to 12 month600 (571)(29)– – –

Transfer to lifetime not credit impaired(1,144)1,208(64)– – –

Transfer to lifetime credit impaired(1)(736)737 – – –

Transfer to specific provision(1,443)(9)(751)– 2,203 –

Effect of changes in foreign exchange rate(67)(6)(3)– – (76)

Impaired asset expense 2,170 36111,180– (425)13,286

Write offs– – (7,953)– (4,503)(12,456)

Recovery of amounts written off– – 293 – 13 306

Impairment allowance as at 31 December 2018 30,017 1,705 18,753 – 6,185 56,660

30
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

6 Finance receivables (continued)

(b) Summary of Provision

$000SecuritisedNon SecuritisedTotal

Unaudited – 6 months ended 31 December 2018

Specific provision– 6,185 6,185

Collective provision measured on a 12 month ECL1,162 28,855 30,017

Collective provision for assets not credit impaired21 1,684 1,705

Collective provision for assets credit impaired65 18,688 18,753

Total provision for impairment 1,248 55,412 56,660

Total

Dec 2017

Total

Jun 2018

Specific provision for impaired assets 8,743 9,066

Collective provision for impaired assets 19,820 20,605

Total provision for impairment 28,563 29,671

(c) Impact of changes in gross carrying amount of ECL

The following provides an explanation of how significant change in the gross carrying value of the Finance receivables have contributed to the changes

in the provision for impairment. The provision for impairment reflects ECL measured using the 3 stage approach under NZ IFRS 9 (refer to Basis of

reporting).

Overall the net increase in the total provision for impairment was $1.1 million which was primarily driven by an increase in stage 3 collective provisions

offset by a reduction in specific provisions.

Collective 12 months ECL provisions (stage 1) increased $0.1m. Growth in receivables of $104 million, primarily consumer lending with higher

average ECL rates, added $2.2m to stage 1 provisions however this was offset by reductions in provisions on loans moving to stage 2 and 3 or

specifically provided.

Collective lifetime not credit impaired provisions (stage 2) increased $0.2m. $45 million of receivables transferred to stage 2 due to deterioration in

credit quality which was offset by a similar amount which was repaid or transferred to stage 1 or 3.

Collective lifetime credit impaired provisions (stage 3) increased $3.4m driven by an increase a net increase in receivables of $12 million most of

which were loans with higher ECL rates.

The reduction in specific provisions of $2.7 million is primarily the result of the write off of previously provided loans.

(d) Credit risk adjustment on financial assets designated at fair value through profit and loss

There were no credit risk adjustments in individual financial assets.

Credit risk adjustments on financial assets designated at fair value through profit and loss are presented in the following table.

Securitised

Dec 2018

Non Securitised

Dec 2018

Total

Dec 2018

Credit risk adjustments on collective groups of financial assets

Opening balance as at 30 June 2018– 2,824 2,824

Effect of changes in foreign exchange rate(26) (26)

Restated for adoption of NZ IFRS 9– (582) (582)

Closing balance as at 31 December 2018 – 2,216 2,216

31
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

7 Borrowings

$000NOTE

Unaudited

6 mths to

Dec 2018

Unaudited

6 mths to

Dec 2017

Audited

12 mths to

Jun 2018

Deposits2,988,365 2,703,234 2,881,805

Subordinated Bonds– 3,379 3,378

Subordinated Notes – 22,277 22,172

Unsubordinated Notes151,902 151,902 151,853

Bank borrowings759,574 637,572 689,346

Borrowings – securitised15(d)127,944 115,059 47,504

Total borrowings4,027,785 3,633,423 3,796,058

Deposits and Unsubordinated notes rank equally and are unsecured. The Subordinated bonds and Subordinated Notes (settled early on 31 October

2018) ranked below all other general liabilities of the banking group.

Securitised borrowings as at 31 December 2018 are held by investors in the Heartland Auto Receivables Warehouse Trust (Auto Warehouse).

Securitised borrowings at previous period end dates were held by investors in the Heartland ABCP Trust 1 (ABCP Trust). Both Trusts were established to

acquire motor vehicle loans as part of a securitisation facility. Securitised borrowings held by investors in Auto Warehouse rank equally with each other

and are secured over the assets of the trust.

On 29 August 2018 the assets of ABCP were acquired by Heartland Bank Limited. On the same day Heartland Bank sold the acquired assets to Auto

Warehouse. Refer Note 15.

Auto Warehouse has bank facilities of $250 million at 31 December 2018, with $128 million drawn. Bank facilities held by ABCP at 31 December 2017

were $175 million and 30 June 2018 $100 million.

The Group has an Australian bank facility provided by Commonwealth Bank of Australia (CBA bank facility) totalling AUD $650 million, with AUD $586

million drawn (December 2017: AUD $495 million; June 2018: AUD $562 million). The CBA bank facility is secured over the shares in Australian Seniors

Finance Pty Limited (ASF) and the assets of the ASF Group (comprising ASF, the ASF Settlement Trust and the Seniors Warehouse Trust). The CBA bank

facility has a maturity date of 30 September 2022.

The banking agreements include covenants for the provision of information, attainment of minimum financial ratios and equity, compliance with

specified procedures and certification of due performance by ASF Group.

32
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

8 Share capital and dividends

000s

Unaudited

Dec 2018

Number of shares

Unaudited

Dec 2017

Number of shares

Audited

Jun 2018

Number of shares

Issued shares

Opening balance560,588 516,236 516,236

Cancelled shares(441)– –

Shares issued during the period– 37,16137,224

Dividend reinvestment plan5,283 4,163 7,128

Closing balance Heartland Group Limited565,430 557,560 560,588

Less treasury shares– (2,299)(2,299)

Net closing balance565,430 555,261 558,289

The table above shows shares in HBL up until 31 October 2018 when HGH acquired HBL, and shares in HGH from that date. At 31 October 2018 HBL

had issued 565,430 shares, all of which were exchanged for shares in HGH on a one for one basis.

Under dividend reinvestment plans, the Group issued 5,282,619 new shares at $1.6250 per share on 21 September 2018 (December 2017: 4,163,008

new shares at $1.8004 per share on 21 September 2017; June 2018: 4,163,008 new shares at $1.8004 per share on 21 September 2017 and 2,965,048

new shares at $1.7707 per share on 3 April 2018).

The shares have equal voting rights, rights to dividends and distributions and do not have a par value.

(a) Dividends paid by Heartland Bank Limited

Dec 2018Dec 2017Jun 2018

Date

declared

Cents per

share$000

Date

declared

Cents per

share$000

Date

declared

Cents per

share$000

Final dividend15 Aug 185.5 30,808 14 Aug 175.5 28,393 14 Aug 175.5 28,393

Interim dividend– – – – 20 Feb 183.5 19,502

Total dividends paid5.5 30,808 5.5 28,393 9.0 47,895

9 Related party transactions and balances

Transactions with key personnel

Key personnel, being directors of the Group, the Chief Executive Officer (CEO) and those executive staff reporting directly to the CEO and their

immediate relatives have transacted with the Group during the period as follows:

$000

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Transactions with key personnel

Interest income– 3 5

Interest expense(31)(69)(128)

Total transactions with key personnel(31)(66)(123)

Due from / (to) key personnel

Finance receivables– 63 –

Borrowings – deposits(2,960)(8,464)(2,412)

Total due (to) key personnel(2,960)(8,401)(2,412)

33
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

10 Fair value

The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations.

For all other financial instruments, the Group determines fair value using valuation techniques.

The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.

– Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (derived from prices).

– Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

(a) Financial instruments measured at fair value

The following methods and assumptions were used to estimate the fair value of each class of financial asset and liability measured at fair value on a

recurring basis in the Consolidated Interim Statement of Financial Position.

Investments

Investments in public sector securities and corporate bonds are classified as being Fair value through Other Comprehensive Income, with the fair value

being based on quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable market inputs (Level 2 under the fair value

hierarchy).

Investments valued under Level 2 of the fair value hierarchy are valued either based on quoted market prices or dealer quotes for similar instruments, or

discounted cash flows analysis.

Investments in unlisted equity securities are classified as being fair valued through profit or loss and are valued under Level 3 of the fair value hierarchy,

with the fair value being based on unobservable inputs.

34
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

10 Fair value (continued)

Finance receivables

Reverse mortgage loans classified as finance receivables are stated at fair value with the fair value being based on present value of future cash flows

discounted using observable market interest rates including an assessment of the no negative equity guarantee (Level 3 under the fair value hierarchy).

Derivative items

Interest rate swaps are classified as held for trading and are recognised in the Consolidated Interim Financial Statements at fair value. Derivatives are

initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. Fair

values are determined on the basis of discounted cash flow analysis using observable market prices and adjustments for counterparty credit spreads

(Level 2 under the fair value hierarchy).

The following table analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which each

fair value measurement is categorised. The amounts are based on the values recognised in the Interim Statement of Financial Position.

$000 Level 1Level 2Level 3Total

Unaudited – Dec 2018

Assets

Investments209,048 100,219 9,694 318,961

Finance receivables– – 1,234,788 1,234,788

Derivative assets held for risk management– 1,238 – 1,238

Total assets measured at fair value209,048 101,457 1,244,482 1,554,987

Liabilities

Derivative liabilities held for risk management– 148 – 148

Total liabilities measured at fair value– 148 – 148

Unaudited – Dec 2017

Assets

Investments284,856 – 9,341 294,197

Finance receivables– 3,717 – 3,717

Total assets measured at fair value284,856 3,717 9,341 297,914

Liabilities

Derivative liabilities held for risk management– 2,568 – 2,568

Total liabilities measured at fair value– 2,568 – 2,568

Audited – Jun 2018

Assets

Investments140,282 190,570 9,694 340,546

Finance receivables– 454 – 454

Total assets measured at fair value140,282 191,024 9,694 341,000

Liabilities

Derivative liabilities held for risk management– 1,639 – 1,639

Total liabilities measured at fair value– 1,639 – 1,639

35
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

10 Fair value (continued)

(b) Financial instruments not measured at fair value

The following table sets out the fair values of financial instruments not measured at fair value and analyses these by the level in the fair value hierarchy

into which each fair value measurement is categorised.

$000

Unaudited

Total Fair Value

Dec 2018

Unaudited

Total Carrying

Value

Dec 2018

Unaudited

Total Fair Value

Dec 2017

Unaudited

Total Carrying

Value

Dec 2017

Audited

Total Fair Value

Jun 2018

Audited

Total Carrying

Value

Jun 2018

Assets

Cash and cash equivalentsLevel 189,161 89,161 117,316 117,316 49,588 49,588

Finance receivablesLevel 32,765,569 2,778,8973,645,531 3,655,138 3,891,458 3,904,198

Finance receivables –

securitisedLevel 3154,152153,591124,344 124,236 80,614 80,289

Other financial assetsLevel 31,383 1,383 5,189 5,189 1,613 1,613

Total financial assets3,010,2653,023,032 3,892,380 3,901,879 4,023,273 4,035,688

Liabilities

BorrowingsLevel 23,904,6843,899,841 3,521,873 3,518,364 3,744,634 3,748,554

Borrowings – securitisedLevel 2127,944 127,944 115,059 115,059 47,504 47,504

Other financial liabilitiesLevel 3– – 23,352 23,352 22,610 22,610

Total financial liabilities4,032,6284,027,785 3,660,284 3,656,775 3,814,748 3,818,668

Further information on valuation techniques and assumptions used for determining fair value is included in Note 17 of the Heartland Bank Limited

Annual Report for the year ended 30 June 2018.

36
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

RISK MANAGEMENT

11 Risk management policies

There have been no material changes in the Group’s policies for managing risk, or material exposures to any new types of risk since the reporting date,

refer to the Heartland Bank Limited Annual Report for the year ended 30 June 2018.

12 Credit risk exposure

Credit risk is the risk that a borrower will default on any type of debt by failing to make payments when it is obligated to do so. The risk is primarily that

of the lender and includes loss of principal and interest, disruption to cash flows and increased collection costs.

Credit risk is managed to achieve sustainable and superior risk-reward performance whilst maintaining exposures within acceptable risk “appetite”

parameters. This is achieved through the combination of governance, policies, systems and controls, underpinned by sound commercial judgement as

described below.

To manage this risk the Board Risk Committee (BRC) has been delegated the task of overseeing a formal credit risk management strategy. The BRC

reviews the Group’s credit risk exposures to ensure consistency with the Group’s credit policies to manage all aspects of credit risk.

The credit risk management strategies ensure that:

• Credit origination meets agreed levels of credit quality at point of approval.

• Sector and geographical risks are actively managed.

• Industry concentrations are actively monitored.

• Maximum total exposure to any one debtor is actively managed.

• Changes to credit risk are actively monitored with regular credit reviews.

(a) Maximum exposure to credit risk

The following table represents the maximum credit risk exposure, without taking account of any collateral held. The exposures set out below are based

on net carrying amounts as reported in the Consolidated Interim Statement of Financial Position.

$000

Unaudited

Dec 2018

Cash and cash equivalents89,161

Investments309,267

Finance receivables4,167,276

Derivative financial assets1,238

Other financial assets1,383

Total on balance sheet credit exposures4,568,325

37
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

12 Credit risk exposure (continued)

(b) Concentration of credit risk by geographic region

$000

Unaudited

Dec 2018

New Zealand:

Auckland1,134,679

Wellington248,521

Rest of North Island1,153,907

Canterbury483,667

Rest of South Island598,100

Australia:

Queensland162,858

New South Wales359,905

Victoria182,695

Western Australia41,370

South Australia26,926

Rest of Australia16,913

Rest of the world

1

211,475

Collective provision(50,475)

Less acquisition fair value adjustment for present value of future losses(2,216)

Total on balance sheet credit exposures4,568,325

1 These overseas assets are primarily NZD-denominated investments in AA+ and higher rated securities issued by offshore supranational agencies (“Kauri Bonds”).

(c) Concentration of credit risk by industry sector

Agriculture728,992

Forestry and Fishing84,874

Mining16,542

Manufacturing68,034

Finance & Insurance408,971

Wholesale Trade38,531

Retail Trade221,515

Households2,274,781

Property and Business Services418,792

Transport and Storage222,026

Other137,958

4,621,016

Collective provision(50,475)

Less acquisition fair value adjustment for present value of future losses(2,216)

Total on balance sheet credit exposures4,568,325

(d) Credit exposure to individual counterparties

At 31 December 2018 the Group did not have any period end or peak end-of-day credit exposures over 10% of equity to individual counterparties (not

being members of groups of closely related counterparties) or groups of closely related counterparties (excluding central government of any country

with a long-term credit rating of A- or A3 or above, or its equivalent, or any bank with a long-term credit rating of A- or A3 or above, or its equivalent,

and connected persons) (December 2017: nil; June 2018: nil).

The peak aggregate end-of-day credit exposure is determined by taking the maximum end-of-day aggregate amount of credit exposure over the period

divided by the Group’s equity as at the end of the period. Credit exposures disclosed are based on actual exposures. The credit rating is applicable to an

entity’s long term senior unsecured obligations payable in New Zealand, in New Zealand dollars.

38
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

13 Liquidity risk

The Group holds the following financial assets for the purpose of managing liquidity risk:

$000

Unaudited

Dec 2018

Cash and cash equivalents89,161

Investments309,267

Undrawn committed bank facilities122,056

Total liquidity520,484

Contractual liquidity profile of financial assets and liabilities

The following tables present the Group’s financial assets and liabilities by relevant maturity groupings based upon contractual maturity date. The

amounts disclosed in the table represents undiscounted future principal and interest cash flows. As a result, the amounts in the table below may differ

to the amounts reported in the Consolidated Interim Statement of Financial Position.

The contractual cash flows presented below may differ significantly from actual cash flows. This occurs as a result of future actions by the Group and its

counterparties, such as early repayments or refinancing of term loans and borrowings. Deposits and other public borrowings include customer savings

deposits and transactional accounts, which are at call. History demonstrates that such accounts provide a stable source of long term funding for the

Group.

The Group does not manage its liquidity risk on a contractual liquidity basis.

$000

On

Demand

0-6

Months

6-12

Months

1-2

Years

2-5

Years

5+

YearsTotal

Unaudited – Dec 2018

Financial assets

Cash and cash equivalents89,161 – – – – – 89,161

Investments– 87,940 25,643 107,534 101,253 9,694 332,064

Finance receivables– 862,100 507,227 701,643 1,357,569 4,873,244 8,301,783

Finance receivables - securitised– 38,166 35,096 58,367 41,923 – 173,552

Derivative financial assets– 1,238 – – – – 1,238

Other financial assets– 1,383 – – – – 1,383

Total financial assets89,161 990,827 567,966 867,544 1,500,745 4,882,938 8,899,181

Financial liabilities

Borrowings919,161 1,445,726 592,892 235,175 858,841 682 4,052,477

Borrowings - securitised– 18,795 21,109 93,647 – – 133,551

Derivative financial liabilities148 –– – – – 148

Other financial liabilities– 19,341 – – – – 19,342

Total financial liabilities919,309 1,483,862 614,001 328,822 858,841 682 4,205,518

Net financial (liabilities) / assets(830,148)(493,035)(46,035)538,722 641,904 4,882,256 4,693,663

Unrecognised loan commitments80,633 – – – – – 80,633

Undrawn committed bank facilities122,056 – – – – – 122,056

Undrawn committed bank facilities of $122.1 million are available to be drawn down on demand. To the extent drawn, $122.1 million is contractually

repayable in 1-2 years’ time upon facility expiry.

39
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

14 Interest rate risk

Contractual repricing analysis

The interest rate risk profile of financial assets and liabilities that follows has been prepared on the basis of maturity or next repricing date, whichever is

earlier.

$000

0-3

Months

3-6

Months

6-12

Months

1-2

Years

2+

Years

Non-

interest

bearingTotal

Unaudited – Dec 2018

Financial assets

Cash and cash equivalents89,155 – – – – 6 89,161

Investments63,232 20,080 21,850 125,734 78,370 9,695 318,961

Finance receivables2,811,826 160,972 286,910 435,562 308,624 9,791 4,013,685

Finance receivables - securitised14,880 15,654 30,148 52,732 40,177 – 153,591

Derivative financial assets1,238 – – – – – 1,238

Other financial assets – – – – – 1,383 1,383

Total financial assets2,980,331 196,706 338,908 614,028 427,171 20,875 4,578,019

Financial liabilities

Borrowings2,320,683 605,703 566,112 196,392 194,347 16,604 3,899,841

Borrowings – securitised127,944 – – – – – 127,944

Derivative financial liabilities148 – – – – – 148

Other financial liabilities– – – – – 19,341 19,341

Total financial liabilities2,448,775 605,703 566,112 196,392 194,347 35,945 4,047,274

Effect of derivatives held for risk management427,471 (113,709)(53,942)(277,677)17,857 – –

Net financial assets / (liabilities)959,027 (522,706)(281,146)139,959 250,681 (15,070)530,745

40
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Notes to the Consolidated Interim

Financial Statements

For the six months ended 31 December 2018

OTHER DISCLOSURES

15 Structured entities

(a) Heartland Cash and Term PIE Fund (Heartland PIE Fund)

The Group controls the operations of Heartland PIE Fund which is a portfolio investment entity that invests in the Group’s deposits. Investments of

Heartland PIE Fund are represented as follows:

$000

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Deposits140,012 97,546 115,095

(b) Seniors Warehouse Trust (SW Trust) and ASF Settlement Trust (ASF Trust)

SW Trust and ASF Trust form part of ASF’s reverse mortgage business and were set up by ASF as asset holding entities. The Trustee for both Trusts is

ASF Custodians Pty Limited and the Trust Manager is ASF.The reverse mortgage loans held by the Trusts are set aside for the benefit of the funder and

bank depositors have no recourse to these assets. The balances of SW Trust and ASF Trust are represented as follows:

$000

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Cash and cash equivalents6,8398,940 12,207

Finance receivables674,226616,485 676,837

Borrowings(614,967)(537,969)(614,510)

Derivative financial liabilities–(195)–

(c) Heartland ABCP Trust 1 (ABCP Trust)

At 30 June 2018 and 31 December 2017 the Group had securitised a pool of receivables comprising commercial and motor vehicle loans sold to ABCP

Trust.

The Group continued to recognise the securitised assets and associated borrowings in the Statement of Financial Position. Although the Group

recognised those interests in the ABCP Trust, the loans sold to the ABCP Trust were set aside for the benefit of investors in the ABCP Trust and other

depositors and lenders to the Group had no recourse to those assets.

On 29 August 2018 the assets of the ABCP Trust were purchased by Heartland Bank Limited and the ABCP Trust dissolved.

$000

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Cash and cash equivalents– 11,360 3,625

Finance Receivables – securitised– 124,236 80,269

Borrowings – securitised– (115,059)(47,504)

Derivative financial liabilities – securitised– (822)(496)

(d) Heartland Auto Receivables Warehouse Trust (Auto Warehouse)

At 31 December 2018 the Group had securitised a pool of receivables comprising commercial and motor vehicle loans sold to Auto Warehouse.

The Group continues to recognise the securitised assets and associated borrowings in the Statement of Financial Position. Although the Group

recognises those interests in Auto Warehouse, the loans sold to the Auto Warehouse are set aside for the benefit of investors in Auto Warehouse and

other depositors and lenders to the Group have no recourse to those assets.

$000NOTE

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Cash and cash equivalents – securitised7,821 – –

Finance receivables – securitised6 153,591 – –

Borrowings – securitised7 (127,944)– –

Derivative financial liabilities – securitised(33)– –

41
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

16 Insurance business, securitisation, funds management and other fiduciary activities

Insurance business

The Group conducts insurance business through its subsidiary MARAC Insurance Limited (MIL).

The Group’s aggregate amount of insurance business comprises the total consolidated assets of MIL of $13.3 million, which is 0.28% of the total

consolidated assets of the Group.

The Group’s objective is to minimise the insurance risk to within acceptable levels through the policies and procedures implemented by management.

Should adverse conditions arise, these policies and procedures are expected to mitigate the impact of the conditions on the Group.

Marketing and distribution of insurance products

The Group markets and distributes term life insurance and general insurance covering risks such as redundancy, bankruptcy or suspension of

employment. The insurance products are either underwritten by MIL, a subsidiary of Heartland Bank Limited, or sold by MIL on behalf of other parties

who underwrite those products themselves. There have been no material changes in the Group’s marketing and distribution of insurance products since

the reporting date of the previous Financial statement.

Securitisation, funds management and other fiduciary activities

Changes to the Group’s involvement in securitisation activities are set out in note 15. There have been no material changes to the Group’s involvement

in funds management and other fiduciary activities, in either case since the reporting date of the previous financial statement.

17 Contingent liabilities and commitments

$000

Unaudited

Dec 2018

Unaudited

Dec 2017

Audited

Jun 2018

Letters of credit, guarantee commitments and performance bonds6,417 6,890 6,847

Total contingent liabilities6,417 6,890 6,847

Undrawn facilities available to customers80,633 164,153 180,940

Conditional commitments to fund at future dates73,877 77,410 94,239

Total commitments154,510 241,563 275,179

18 Events after reporting date

There have been no material events after the reporting date that would affect the interpretation of the Consolidated Interim Financial Statements or

the performance of the Group.




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International

Cooperative (“KPMG International”), a Swiss entity.





42


Independent Review Report

To the shareholders of Heartland Group Holdings Limited

Report on the interim consolidated financial statements of Heartland Group Holdings Limited (the

“group”)

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the interim

consolidated financial statements on pages 15 to 41

do not:

i.present fairly in all material respects the

group’s financial position as at 31

December 2018 and its financial

performance and cash flows for the 6

month period ended on that date; and

ii.comply with NZ IAS 34 Interim Financial

Reporting.

We have completed a review of the accompanying

interim consolidated financial statements which

comprise:

—the interim consolidated statement of financial

position as at 31 December 2018;

—the interim consolidated statements of

comprehensive income, changes in equity and

cash flows for the 6 month period then ended;

and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for conclusion

A review of the interim consolidated financial statements in accordance with NZ SRE 2410 Review of Financial

Statements Performed by the Independent Auditor of the Entity (“NZ SRE 2410”) is a limited assurance

engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of Heartland Group Holdings Limited, NZ SRE 2410 requires that we comply with the ethical

requirements relevant to the audit of the annual financial statements.

Our firm has also provided other services to the group in relation to AGM scrutineering. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the

ordinary course of trading activities of the business of the group. These matters have not impaired our

independence as reviewer of the group. The firm has no other relationship with, or interest in, the group.

Emphasis of Matter

We draw attention to Basis of Reporting note of the interim consolidated financial statements which explains

the corporate restructure on 31 October 2018 when the group acquired Heartland Bank Limited. As common

control remained after the restructure, the interim consolidated financial statements have been prepared as if

the group had operated for the entire period. Comparative figures shown are for the consolidated Heartland

Bank Limited. Our opinion is not qualified in respect of this matter.




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International

Cooperative (“KPMG International”), a Swiss entity.





42


Independent Review Report

To the shareholders of Heartland Group Holdings Limited

Report on the interim consolidated financial statements of Heartland Group Holdings Limited (the

“group”)

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the interim

consolidated financial statements on pages 15 to 41

do not:

i.present fairly in all material respects the

group’s financial position as at 31

December 2018 and its financial

performance and cash flows for the 6

month period ended on that date; and

ii.comply with NZ IAS 34 Interim Financial

Reporting.

We have completed a review of the accompanying

interim consolidated financial statements which

comprise:

—the interim consolidated statement of financial

position as at 31 December 2018;

—the interim consolidated statements of

comprehensive income, changes in equity and

cash flows for the 6 month period then ended;

and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for conclusion

A review of the interim consolidated financial statements in accordance with NZ SRE 2410 Review of Financial

Statements Performed by the Independent Auditor of the Entity (“NZ SRE 2410”) is a limited assurance

engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of Heartland Group Holdings Limited, NZ SRE 2410 requires that we comply with the ethical

requirements relevant to the audit of the annual financial statements.

Our firm has also provided other services to the group in relation to AGM scrutineering. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the

ordinary course of trading activities of the business of the group. These matters have not impaired our

independence as reviewer of the group. The firm has no other relationship with, or interest in, the group.

Emphasis of Matter

We draw attention to Basis of Reporting note of the interim consolidated financial statements which explains

the corporate restructure on 31 October 2018 when the group acquired Heartland Bank Limited. As common

control remained after the restructure, the interim consolidated financial statements have been prepared as if

the group had operated for the entire period. Comparative figures shown are for the consolidated Heartland

Bank Limited. Our opinion is not qualified in respect of this matter.




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International

Cooperative (“KPMG International”), a Swiss entity.





42


Independent Review Report

To the shareholders of Heartland Group Holdings Limited

Report on the interim consolidated financial statements of Heartland Group Holdings Limited (the

“group”)

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the interim

consolidated financial statements on pages 15 to 41

do not:

i.present fairly in all material respects the

group’s financial position as at 31

December 2018 and its financial

performance and cash flows for the 6

month period ended on that date; and

ii.comply with NZ IAS 34 Interim Financial

Reporting.

We have completed a review of the accompanying

interim consolidated financial statements which

comprise:

—the interim consolidated statement of financial

position as at 31 December 2018;

—the interim consolidated statements of

comprehensive income, changes in equity and

cash flows for the 6 month period then ended;

and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for conclusion

A review of the interim consolidated financial statements in accordance with NZ SRE 2410 Review of Financial

Statements Performed by the Independent Auditor of the Entity (“NZ SRE 2410”) is a limited assurance

engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of Heartland Group Holdings Limited, NZ SRE 2410 requires that we comply with the ethical

requirements relevant to the audit of the annual financial statements.

Our firm has also provided other services to the group in relation to AGM scrutineering. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the

ordinary course of trading activities of the business of the group. These matters have not impaired our

independence as reviewer of the group. The firm has no other relationship with, or interest in, the group.

Emphasis of Matter

We draw attention to Basis of Reporting note of the interim consolidated financial statements which explains

the corporate restructure on 31 October 2018 when the group acquired Heartland Bank Limited. As common

control remained after the restructure, the interim consolidated financial statements have been prepared as if

the group had operated for the entire period. Comparative figures shown are for the consolidated Heartland

Bank Limited. Our opinion is not qualified in respect of this matter.

42

HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

43
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019






43


Use of this Independent Review Report

This report is made solely to the shareholders as a body. Our review work has been undertaken so that we

might state to the shareholders those matters we are required to state to them in the Independent Review

Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the shareholders as a body for our review work, this report, or any of the

opinions we have formed.

Responsibilities of the Directors for the interim consolidated financial

statements

The Directors, on behalf of the group, are responsible for:

—the preparation and fair presentation of the interim consolidated financial statements in accordance with NZ

IAS 34 Interim Financial Reporting;

—implementing necessary internal control to enable the preparation of interim consolidated financial

statements that are fairly presented and free from material misstatement, whether due to fraud or error; and

—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the review of the interim consolidated

financial statements

Our responsibility is to express a conclusion on the interim consolidated financial statements based on our

review. We conducted our review in accordance with NZ SRE 2410. NZ SRE 2410 requires us to conclude

whether anything has come to our attention that causes us to believe that the interim financial statements are

not prepared, in all material respects, in accordance with NZ IAS 34 Interim Financial Reporting.

The procedures performed in a review are substantially less than those performed in an audit conducted in

accordance with International Standards on Auditing (New Zealand). Accordingly we do not express an audit

opinion on these interim consolidated financial statements.

This description forms part of our Independent Review Report.


KPMG

Auckland

19 February 2019


44
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

Corporate

Directory

Board of Directors

Geoffrey Ricketts

Chair and Independent Non-Executive

Director, Heartland Group Holdings Limited

Jeff Greenslade

Executive Director and Group Chief

Executive Officer

Ellie Comerford

Independent Non-Executive Director and

Chair, Heartland Australia Holdings Pty

Limited

Sir Christopher Mace

Independent Non-Executive Director,

Heartland Group Holdings Limited

Greg Tomlinson

Non-Executive Director, Heartland Group

Holdings Limited


Strategic Management Group

Jeff Greenslade

Group Chief Executive Officer

Chris Flood

Chief Executive Officer, Heartland Bank

Laura Byrne

Chief People & Culture Officer

Grant Kemble

Chief Risk Officer

David Mackrell

Chief Financial Officer

Rochelle Moloney

Chief Marketing & Communications Officer

Sarah Smith

Chief Technology & Enablement Officer

Lydia Zulkifli

Chief Digital Officer

Registered Office

35 Teed Street

Newmarket

Auckland 1023

PO Box 9919

Newmarket

Auckland 1149

T 0508 432 785

E shareholders@heartland.co.nz

W www.heartland.co.nz

Auditor

KPMG

KPMG Centre, 18 Viaduct Harbour,

Auckland 1010

T 09 367 5800

Share Registry

Link Market Services Limited

Level 11, Deloitte House

80 Queen Street

Auckland 1010

T 09 375 5998

F 09 375 5990

E enquiries@linkmarketservices.co.nz

W www.linkmarketservices.co.nz

45
HEARTLAND GROUP HOLDINGS INTERIM REPORT 2019

insight

creative.co.nz

HEART020

heartland.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 28 January 2019




Results for announcement to the market

Name of issuer Heartland Group Holdings Limited

Reporting Period 6 months to 31 December 2018

Previous Reporting Period 6 months to 31 December 2017


Amount (000s) Percentage change

Revenue from ordinary

activities

NZ$166,260 + 9.0%

Profit (loss) from ordinary

activities after tax attributable

to security holder

NZ$33,114 + 6.5%

Net profit (loss) attributable

to security holders

NZ$33,114 + 6.5%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.035

Imputed amount per sec

Quoted Equity Security

$0.035

Record Date 15/03/2019

Dividend Payment Date 29/03/2019

Net tangible assets per

Quoted Equity Security

$1.01

(31 December 2018)

$1.01

(31 December 2017)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood


Authority for this announcement

Name of person


authorised

to make this announcement

Michael Drumm

Contact phone number

09 927 9136


Contact email address

Michael.drumm@heartland.co.nz


Date of release through MAP


19/02/2019


Unaudited financial statements accompany this announcement.

---

Corporate Action Notice
(for a Distribution)

Updated as at 28 January 2019

Page 1 of 2

Section 1: issuer information

Name of issuer Heartland Group Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code HGH

ISIN NZHGHE0007S9

Type of distribution

(Please mark with an X in the relevant

box/es)

Full Year Quarterly

Half Year X Special

DRP applies YES

Record date Close of trading on: 15/03/2019

Ex-Date (one business day before the

Record Date)

14/03/2019

Payment date (and allotment date for

DRP)

29/03/2019

Total monies associated with the

distribution

$19.8m

Source of distribution (for example,

retained earnings)

Retained Earnings

Section 2: distribution amounts

Total amount $0.048611

Cash per financial product $0.035

Supplementary distribution $0.006176

Section 3:

Is the distribution imputed Fully imputed X

Partial imputation

No imputation

If fully or partially imputed, please state

imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.013611

Page 2 of 2




Resident withhold tax amount per

financial product

1


$0.002431

Section 4: distribution re-investment plan (if applicable)

DRP % discount (if any) 2.5%

Start date and end date for determining

market price for DRP

Close of trading on:

18/03/2019

Close of trading on:

22/03/2019

Date strike price to be announced (if not

available at this time)

Close of trading on: 25/03/2019

Specify source of financial products to

be issued under DRP programme (new

issue or to be bought on market)

New Issue Ordinary Shares

DRP strike price per financial product

Last date to submit a participation

notice for this distribution in accordance

with DRP participation terms

18 March 2019, 5:00pm (New Zealand Time)

Section 5: authority for this announcement

Name of person authorised to make this

announcement

Michael Drumm

Contact phone number 09 927 9136

Contact email address Michael.drumm@heartland.co.nz

Date of release via MAP 19/02/2019

---

Heartland Group 2019 Interim Results | Page 1
Heartland Group Holdings Limited

2019 Interim Results

6 months to 31 December 2018

Heartland Group 2019 Interim Results | Page 2
This presentation has been prepared by Heartland Group Holdings Limited (NZX/ASX : HGH) (the Company or Heartland) for

the purpose of briefings in relation to its financial statements.

The presentation and the briefing (together the Presentation) contain summary information only, and you should not rely on

the information in the Presentation in isolation from the full detail in the financial statements.

The information in the Presentation has been prepared with due care and attention. However, no person (including the

Company and its directors, shareholders and employees) will be liable to any other person for any loss arising in connection

with the Presentation.

The Presentation outlines a number of the Company’s forward-looking plans and projections. Those plans and projections

reflect current expectations, but are inherently subject to risk and uncertainty, and may change at any time. There is no

assurance that those plans will be implemented or that projections will be realised.

No person is under any obligation to update this presentation at any time after its release to you or to provide you with

further information about the Company.

The information in this presentation is of a general nature and does not constitute financial product advice, investment

advice or any recommendation. Nothing in this presentation constitutes legal, financial, tax or other advice.

This announcement is based on the 31 December 2018 unaudited interim consolidated financial statements of Heartland

Group Holdings Limited (HGH). Following a corporate restructure on 31 October 2018, Heartland Bank Limited (HBL) became

a 100% controlled subsidiary of HGH and ownership of the Australian group of companies (comprising Heartland Australia

Holdings Pty Limited and its subsidiaries) transferred from HBL to HGH. The interim consolidated financial statements of HGH

comprise results for HBL up to 31 October 2018, and HGH from 1 November 2018 to 31 December 2018. As common

control has remained the same both before and after the corporate restructure, management believe that the operations of

HGH from 1 November 2018 are directly comparable to those of HBL prior to 1 November 2018. All comparative results are

based on 31 December 2017 unaudited interim consolidated financial statements of HBL.


Important notice

Heartland Group 2019 Interim Results | Page 3
•Corporate restructure successfully completed on 31 October 2018

and Heartland Group Holdings (HGH) listing on NZX and ASX on 1

November 2018

•Gross finance receivables $4.2b – 11.9% annualised growth excl. FX

1

•Net profit after tax $33.1m – up 6.5%


2019 Interim Results – Highlights

Australia

reverse

mortgage

growth of

24.9%

1

Business

intermediated

growth of

44.3%

1

Open for

Business

growth of

56.2%

1

Motor

growth of

16.3%

1

1.Excluding the impact of changes in foreign currency exchange rates and compared to previous corresponding reporting period.

Harmoney

personal

lending

growth of

44.3%

1

2,877

3,125

3,576

4,017

4,226

Heartland Group 2019 Interim Results | Page 4
2019 Interim Results – 31 December 2018

Net operating income

6 months to 31 Dec 2018

$102.1m

8.7%

from 6 months to 31 Dec 2017

Highlights

•Gross finance receivables $4,226m – 11.9% annualised growth, excl. FX

1

•NIM 4.36% – down 6bps from 4.44% for the six months to 31 Dec 2017, primarily due to Tier 2 bond repayment

break costs

•Cost to income ratio 42.5% – improvement from 42.9% for the six months to 31 Dec 2017

•Impairment expense ratio

2

0.64% – up from 0.58% for the year to 30 June 2018 due to how changes in product mix

and growth are provided for under new IFRS9 methodology

•Heartland Bank Tier 1 and Total capital ratio 13.25%

•Return on equity 10.3% (annualised)

•Interim Dividend declared of 3.5cps

Net profit after tax

6 months to 31 Dec 2018

$33.1m

6.5%

from 6 months to 31 Dec 2017

Gross finance receivables

As at 31 Dec 2018

$4.2b

11.9% (excl. FX

1

)

Annualised growth from 30 June 2018

1.Excluding the impact of changes in foreign currency exchange rates and compared to previous corresponding reporting period.

2.Impairment expense ratio is calculated as Impaired asset expense/Average gross finance receivables

Heartland Group 2019 Interim Results | Page 5
Strong growth in Gross Finance Receivables

↑25.5%

↑16.3%

↑56.2%

↑44.3%

↑10.7%

↓20.0%

↓4.5%

↑44.3%

↓34.2%

•The graph shows annualised growth in Gross Finance Receivables excluding the impact of changes in foreign currency exchange rates (FX), which is shown separately.

•Australia includes Reverse Mortgages (up $85.1m, 24.9% annualised growth excl. FX) and Spotcap (up $4.3m, 45.4% annualised growth excl. FX).

•Harmoney and other personal lending includes NZ (up $24.5m, 37.7% annualised growth) and Australia (up $10.2m, 77.0% annualised growth excl. FX).

Heartland Group 2019 Interim Results | Page 6
Growth in profitability

•Operating expenses one off items include corporate restructure and ASX listing costs ($0.9 million) and adverse impact of foreign currency movements ($1.2 million).

•Impairment expenses – new IFRS9 impact is the result of the new IFRS9 standard which requires providing for impairments on an expected loss basis on the date of loan

origination, being $2.2 million in the period.

Heartland Group 2019 Interim Results | Page 7
Operating expenses

•Operating expense ratio 42.5% - 40bps

lower than previous corresponding period

•Operating expenses one off items include

corporate restructure and ASX listing costs

of $0.9 million and adverse impact of

foreign currency movements of $1.2 million

•Excluding one off items, operating expense

ratio improves further to 40.4%

Heartland Group 2019 Interim Results | Page 8
•Gross interest yield = Interest Income divided by Average Interest Bearing Assets

•Cost of funds = Interest Expense divided by Average Interest Bearing Liabilities

•Net Interest Margin (NIM) = (Interest Income – Interest Expense) divided by Average Interest Bearing Assets

Market leading NIM maintained

4.41%

Heartland Group 2019 Interim Results | Page 9
Impairments impacted by IFRS9

•Impairment expense $13.3m (up $2.9m, 27.6% from previous corresponding reporting period)

•Impairment expense ratio

1

increased to 0.64% – up from 0.58% for the year to 30 June 2018

•$2.2 million of the increase is a result of the new IFRS9 methodology, which is greater than anticipated

due to the mix of our loan portfolio at 31 December 2018 differing from initial projections

•Despite the increase, underlying receivables performance is stable. Excluding the $2.2 million of

impairments due to the new IFRS9 methodology, impairment expense ratio

1

reduced to 0.53%;

•Non performing loans ratio improved to 1.70%

IFRS9 adoption

1.Impairment expense ratio is calculated as Impaired asset expense / Average gross finance receivables.

Heartland Group 2019 Interim Results | Page 10
FY19 profitability and outlook

•Operating expenses one off items include corporate restructure and ASX listing costs ($0.9 million) and adverse impact of foreign currency movements ($1.2 million).

•Impairment expenses – new IFRS9 impact is the result of the new IFRS9 standard which requires providing for impairments on an expected loss basis on the date of loan origination, being $2.2

million in the period.

•One-off costs and the impact of IFRS9 have caused some pressure on earnings

•The lower end of guidance remains achievable, however it would come at the expense of further

investment in growth

•An updated range of $73 million to $75 million is now considered prudent

•The midpoint of that range would see the delivery of approximately 10% NPAT growth for FY19

compared to FY18.

Photo credit: Chris Williams
Strategic

update

Heartland Group 2019 Interim Results | Page 12
Heartland Group – threefold strategic focus

Simple, frictionless on-boarding and processing

Australia

Reverse Mortgages

Total estimated market of

approximately A$6bn

Long term funding

Increase use of marketing

campaigns including TVC

planned

New Zealand

Banking

Five core lending activities :

Reverse Mortgages, Motor,

SME, Livestock, Harmoney

Accessible Deposits

Manage down large

relationship legacy Rural and

Business loans

Digital Platform

Services

Open for Business (O4B)

Mobile app

New markets

Capital efficiency

Heartland Group 2019 Interim Results | Page 13
Strategic update

•To support growth in Australia, Heartland continues to diversify sources of funding and to fund

growth with more capital efficiency:

–Favourable population demographics

–Heartland is the largest specialist in the market, currently enjoying the highest rate of growth

–Increased marketing initiatives, including television campaign planned

–Heartland Australia has established an A$ medium-term note programme

–A number of other options are currently being explored, including additional warehouse

facilities and long-term funding sourced offshore

•Heartland Bank Limited:

–Delivering best or only products to depositors and borrowers

–Core lending activities in New Zealand Reverse Mortgages, Motor Finance, SME, Harmoney and

other personal lending

–Strong growth in New Zealand Reverse Mortgages remains core focus

•Digital strategy to provide simple fast customer service, greater customer reach, low cost on-

boarding and transaction processing:

–Growth in retail deposits: 10% of deposit customers use the Mobile App

–Australia Reverse Mortgages: 30% of customers are direct, 93% of these are generated online

–O4B: gross receivables $115.4m, 56.2% annualised growth to 31 Dec 2018

Heartland Group 2019 Interim Results | Page 14
Regulatory update

ASIC Review of Reverse Mortgage Lending (August 2018)

•Thorough and balanced, highlighting growing need for equity release product

•Report finds that reverse mortgages help older Australian achieve their immediate financial objectives

and that customers are satisfied

•The report identified areas for improvement from lenders, and Heartland has already acted on these

and is very much aligned with ASIC in being committed to ensuring customers make informed decisions.

•Heartland is a member of a working group which was formed to ensure that ASIC’s expectations for

improved lending practices for reverse mortgages are satisfied.

•No material impact on business

“Reverse mortgage products can help many Australians achieve a better quality of life in retirement”

ASIC Deputy Chair, Peter Kell, 28 Aug 18


FMA and RBNZ review of conduct and culture in New Zealand retail banks (November 2018):

•RBNZ and FMA review into the culture and conduct of New Zealand’s banking system.

•Two types of findings:

–Thematic observations (generally applicable across the NZ banking industry)

–Specific observations (directly applicable to Heartland)

•No findings of widespread conduct and culture issues, however the findings did reveal opportunities to

strengthen the governance and management of conduct risks industry-wide.

•Heartland is required to develop a plan to address the findings, to be completed by end of March 2019.

•The outcome will be ongoing focus on and iterative improvement of conduct and culture bank-wide.

Heartland Group 2019 Interim Results | Page 15
Regulatory update continued:

RBNZ Capital Review consultation paper (December 2018):

•The capital review is at consultation stage only with many details to be clarified and RBNZ yet to have

made any final decisions.

•If the proposal was to be implemented in its current form, Heartland would be required to lift its Tier 1

capital ratio to 15% over a 5 year transitional period. This equates to an increase in Tier 1 capital of less

than 0.4% (approx. $15m) per year, based on Heartland’s current financial position.

•The corporate restructure provides Heartland Group with the following flexibility in relation to the

Reserve Bank’s capital requirements.

–The Australian business is outside of the New Zealand banking group and therefore not subject to

Reserve Bank capital requirements, reducing the impact of changes in those requirements.

–The options being explored for long-term funding of Heartland Australia and Heartland Group, if

implemented, may potentially result in the Heartland Group requiring less capital, or being able to

redeploy capital to Heartland Bank to satisfy Reserve Bank capital requirements without

necessarily raising more equity in the market.

•In the absence of an unanticipated increase in growth or an acquisition, the Group has no current need

to raise equity from shareholders other than thorough the Dividend Reinvestment Plan. A combination

of retained earnings reinvested through the Dividend Reinvestment Plan and other sources are

sufficient for funding business as usual growth.

Photo credit: Chris Williams
Divisional

summary

Heartland Group 2019 Interim Results | Page 17
Australia

•Australian Reverse Mortgages gross finance receivables $733.3m

24.9% annualised growth excl. FX

•Australia Spotcap small business gross finance receivables $22.2m

45.4% annualised growth excl. FX

•Australia Net Operating Income $11.8m, up 23.3% on previous

corresponding reporting period

•20,000 Australians turn 65 every month

1

•The number of Australians over 65 is projected to grow from 15

percent of the population in 2018 to 23 percent by 2050

2

•Heartland is the largest specialist in this market, currently enjoying

the highest rate of growth.

•Increased marketing activity including planned television campaign

•Corporate restructure allows for flexible funding opportunities

Australia – Gross

Finance Receivables

As at 31 December 2018

$755.5m

25.5% excl. FX

annualised growth from June 2018

1.Australian Bureau of Statistics.

2.Based on peak penetration from the Deloitte annual reverse mortgage report 2015, combined with current Australian Bureau of Statistics population and housing statistics and APRA and HSF

reverse mortgage data.

NB: Harmoney Australia is included in “Harmoney and Other Personal” in the 2019 Interim Report segmental reporting note and is discussed on slide 18.

16.7% incl. FX

annualised growth from June 2018

The combination of favourable demographics, limited active originators and the potential

through raising product awareness presents the opportunity for material growth

Heartland Group 2019 Interim Results | Page 18
Digital

•Open for Business grew strongly with gross receivables increasing

56.2% to $115.4 million

•Increased investment required to raise awareness and reach to a

market estimated to be $5bn

1

•Outside specialist capital being considered

•10% Depositors now on App

•30% Australian Reverse Mortgages accessed direct, 93% of which

are sourced online


1.Based on the number of SMEs in New Zealand (Ministry of Business, Innovation and Employment Small Business Fact Sheet 2017) with a

turnover, risk profile and needs consistent with O4B.

Heartland Group 2019 Interim Results | Page 19
New Zealand reverse mortgages

NZ Reverse Mortgages –

Gross Finance

Receivables

As at 31 December 2018

$481.5m

10.7%

annualised growth from June 2018

•NZ Reverse Mortgage gross finance receivables increased $24.6m in the six months to

31 Dec 2018 to $481.5m, 10.7% annualised growth

•NZ Reverse Mortgage Net Operating Income increased 16.2% to $10.3m

•Increased brand awareness and digital distribution

•We have assisted over 15,000 New Zealanders live a more comfortable retirement,

with currently over 7,000 customers

Heartland Group 2019 Interim Results | Page 20
Business

•Business gross finance receivables increased $32.4m in the six months to 31 Dec 2018 to

$1,093.8m (6.1% annualised growth)

•Business Net Operating Income increased 5.7% to $27.6m

•Intermediated continue to grow strongly with 44.3% annualised growth

•Business relationship lending decreased

Business – Gross

Finance Receivables

As at 31 December 2018

$1,093.8m

6.1%

annualised growth from June 2018

Heartland Group 2019 Interim Results | Page 21
Motor

•Motor gross finance receivables increased $79.0m in the six months to 31 Dec 2018 to

$1,039.9m (16.3% annualised growth)

•Motor Net Operating Income increased 8.9% to $28.2m

•Increased partnership with intermediaries offers customers vehicle finance at point of sale

Motor – Gross Finance

Receivables

As at 31 December 2018

$1,039.9m

16.3%

annualised growth from June 2018

Heartland Group 2019 Interim Results | Page 22
Harmoney and other personal lending

•Harmoney and other personal lending gross finance

receivables increased $34.7m in the six months to 31 Dec

2018 to $188.6m (annualised growth 44.3%, excl. FX)

•NZ Harmoney and other personal lending increased 37.7%

(annualised growth) to $153.6m

•Australia Harmoney increased 77.0% (annualised growth

excl. FX ) to $35.0m

•Harmoney and other personal lending Net Operating Income

(NZ and Australia) increased 38.0% to $9.5m

•Key funder of Harmoney platform across New Zealand and

Australia

Harmoney and other

personal lending –

Gross Finance

Receivables

As at 31 December 2018

$188.6m

44.3% excl. FX

annualised growth from June 2018

42.6% incl. FX

annualised growth from June 2018

Heartland Group 2019 Interim Results | Page 23
Rural

•Rural gross receivables decreased 4.5% (annualised

decrease in gross receivables)

•Reduction in lending through Rural Relationship and

Livestock Direct, but a small increase in Open for Livestock

lending.

•We continue to manage down large Rural Relationship

lending to reduce concentration risk in this area

Rural – Gross Finance

Receivables

As at 31 December 2018

$645.5m

4.5%

annualised decrease from June 2018

Photo credit: Chris Williams
Balance

sheet and

Capital

Heartland Group 2019 Interim Results | Page 25
Balance Sheet

•Gross finance receivables increased 11.9% (annualised growth), offset by adverse FX impact, resulting

in reported 10.3% (annualised growth).

•Net finance receivables increased 10.7% (annualised growth), offset by adverse FX impact, resulting

in reported 9.1% annualised growth.

•Strong 7.3% annualised growth in retail deposits to fund 9.0% growth in New Zealand gross finance

receivables with additional funding through securitised borrowings.

Summary Balance Sheet

31 Dec 2018

($m)

30 June 2018

($m)

Movement

($m)

Annualised

Growth (%)

Gross finance receivables 4,226.2 4,017.4 208.7 10.3%

Provisions for impairment and fair

value adjustment

(58.9) (32.5) (26.3) 160.6%

Net finance receivables 4,167.3 3,984.9 182.4 9.1%

Other assets 534.1 511.0 23.1 9.0%

TOTAL ASSETS 4,701.4 4,495.9 205.5 9.1%

Retail deposits 2,988.4 2,881.8 106.6 7.3%

Other borrowings 1,039.4 914.2 125.2 27.2%

Other liabilities 19.5 35.7 (16.2) -90.1%

Equity 654.2 664.2 (10.0) -3.0%

TOTAL EQUITY & LIABILITIES 4,701.4 4,495.9 205.5 9.1%

Heartland Group 2019 Interim Results | Page 26
Movement in Equity

$m

Heartland Bank Limited as at 30 June 2018 664.2

Profit for the 6 months to December 2018 33.1

Dividends paid (30.8)

Dividend reinvestment plan 8.6

IFRS 9 Adjustment (18.2)

Movement in reserves (2.8)

Heartland Group Holdings Limited as at 31 December 2018 654.2

Heartland Group 2019 Interim Results | Page 27
•Asset growth funded by 12.1% annualised growth in borrowings

•9.0% annualised growth in New Zealand gross finance receivables funded by 7.3%

annualised growth in retail deposits

•16.7% annualised growth in Australia gross finance receivables funded by increased

wholesale funding

•Heartland continues to diversify its sources of funding and to fund growth with greater

capital efficiency


Asset growth and funding growth

Heartland Group 2019 Interim Results | Page 28
•Heartland Group equity ratio was 13.91%

1


as at 31 December 2018.

•Heartland Bank Tier 1 and Total regulatory

capital ratio was 13.25% as at 31

December 2018.

•Following repayment of the Tier 2 capital

as part of the corporate restructure in

October 2018, Heartland Bank no longer

has any hybrid regulatory capital.

•Following the completion of the corporate

restructure, the Australia business is now

outside of the New Zealand banking

group, therefore not included in

Heartland Bank Limited capital ratio.

Capital

1.Total Equity / Total Assets

Heartland Group 2019 Interim Results | Page 29
Return to shareholders

•Interim dividend declared 3.5cps

•Heartland Group Return on Equity 10.3%

(annualised)

•Heartland Group earnings per share for

6 months to 31 Dec 2018 was 5.9cps

Heartland Group 2019 Interim Results | Page 30
Thank you

Any questions?

---

MEDIA RELEASE
19 February 2019

Heartland announces half-year results and

strategic growth direction

Heartland Group Holdings (Heartland) has reported a half year result, with continued focus on

growth opportunities in the Australian Reverse Mortgage market, and small business lending via its

Open for Business (O4B) platform. This was achieved during a period of restructure which has

positioned Heartland to grow and more efficiently access funding and capital.

 Heartland achieved a net profit after tax of $33.1 million for the six months ending 31

December 2018. This is an increase of 6.5 percent from the previous corresponding

reporting period.


 Gross finance receivables grew $240.7 million in the six months to 31 December 2018, an

annualised growth rate of 11.9 percent, excluding the impact of changes in foreign currency

exchange rates.


 The key drivers of this growth were our Australian Reverse Mortgages, O4B, Business

Intermediated, Harmoney and Motor divisions.


 Growth in profitability was achieved notwithstanding one-off corporate restructure and ASX

listing costs ($0.9 million) and one-off foreign currency costs of $1.2 million incurred in

relation to the corporate restructure.


 Impaired asset expense increased $2.9 million (27.6%) to $13.3 million for the six months

ended 31 December 2018, but $2.2 million of that increase is a result of the new IFRS9

methodology.


 In October 2018, Heartland completed its corporate restructure and became listed on the

ASX under a Foreign Exempt Listing.


 Heartland Bank is now a wholly-owned subsidiary of Heartland Group.


 Following the corporate restructure, Heartland Group’s activity comprises three areas of

strategic focus: Australia Reverse Mortgages, Digital Platform Services (including O4B, the

mobile app and new markets) and New Zealand Banking (including the five core lending

areas: New Zealand Reverse Mortgages, Motor, SME, Livestock and Harmoney).

 The corporate restructure provides Heartland greater flexibility to explore and take
advantage of future growth opportunities and funding options in New Zealand and Australia

outside of the banking group.


 As part of the restructure, Chris Flood (previously Deputy CEO) has been appointed as

dedicated CEO for Heartland Bank Limited, subject to Reserve Bank of New Zealand non-

objection. Jeff Greenslade will remain CEO for Heartland Group Holdings, providing oversight

of all Heartland Group activities, including banking, and will take direct responsibility for

Australia and Digital as well as managing the Group’s strategy, capital and corporate finance.


 New Zealand Banking is expected to continue to grow. Alongside this, there are two areas

with potential high growth opportunities - Australia Reverse Mortgages and O4B.


 More resources will be dedicated to these areas to unlock these opportunities while

maintaining a strong bank which continues to grow and deliver valued customer services.

Across the Group, the common theme is to deliver simple, frictionless on-boarding and

processing solutions for the customer. Heartland also aims to grow while utilising the

flexibility of the new corporate structure to access broader funding and capital sources.

For more detail about Heartland’s half year results, including financials, go to

www.nzx.com/companies/HGH/announcements.

ENDS

For more information, please contact: Nicola Foley, Communications Manager, 09 927 9564,

027 345 6809, nicola.foley@heartland.co.nz

About Heartland

Heartland Group Holdings Limited (NZX:HGH) is a financial services group with operations in New

Zealand and Australia. In New Zealand, Heartland Bank Limited (NZX:HBL) is a registered bank that

focuses on ‘best or only’ banking products in three key markets: Household (which includes

investment products, consumer lending, reverse mortgages and motor vehicle lending); Business;

and Rural. In Australia, Heartland is a specialist provider of reverse mortgage loans and also provides

funding to partners in the Small Business and Consumer Lending sectors.

Since first listing on the NZX Main Board in February 2011, Heartland has successfully progressed

through several strategic phases, establishing itself as a specialist financial services group that is

listed on both the NZX Main Board and ASX under a Foreign Exempt Listing. A corporate restructure

of the Heartland group was implemented in October 2018.

Heartland is proud of its Kiwi heritage and aims to provide a first-class customer experience whether

it’s online, over the phone or in person. It’s currently focused on channels to deliver its innovative

banking products, with an emphasis on digital platforms that are designed to deliver a fast and

simple customer experience.

To find out more, visit www.heartland.co.nz.

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 28 January 2019




Results for announcement to the market

Name of issuer Heartland Bank Limited

Reporting Period 6 months to 31 December 2018

Previous Reporting Period 6 months to 31 December 2017


Amount (000s) Percentage change

Revenue from ordinary

activities

NZ$143,367 + 6.3%

Profit (loss) from ordinary

activities after tax attributable

to security holder

NZ$30,396 - 2.2%

Net profit (loss) attributable

to security holders

NZ$30,396 - 2.2%

Interim/Final Dividend

Amount per Quoted Equity

Security

N/A

Imputed amount per sec

Quoted Equity Security

N/A

Record Date N/A

Dividend Payment Date N/A

Net tangible assets per

Quoted Equity Security

N/A N/A

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood


Authority for this announcement

Name of person


authorised

to make this announcement

Michael Drumm

Contact phone number

09 927 9136


Contact email address

Michael.drumm@heartland.co.nz


Date of release through MAP


19/02/2019


Unaudited financial statements accompany this announcement.

---

Disclosure
Statement

For the six months ended 31 December 2018

CONTENTS
Page

General Information.......................................................................................................................................................................................4

Guarantee Arrangements..................................................................................................................................................................................4

Directors......................................................................................................................................................................................................4

Auditors ................................................................................................................................................................................................4

Amendments to Conditions of Registration......................................................................................................................................................................4

Conditions of Registration......................................................................................................................................................................5

Pending Proceedings or Arbitration..........................................................................................................................................................................................................9

Credit Ratings................................................................................................................................................................................................9

Other Material Matters...........................................................................................................................................................................................10

Directors' Statements............................................................................................................................................................................................10

Consolidated Interim Statement of Comprehensive Income...........................................................................................................................................................................................11

Consolidated Interim Statement of Changes in Equity...........................................................................................................................................................................................12

Consolidated Interim Statement of Financial Position........................................................................................................................................................................................14

Consolidated Interim Statement of Cash Flows..................................................................................................................................................................................................15

Basis of Reporting...............................................................................................................................................................................................................................................................17

Performance

1Segmental analysis......................................................................................................................................................................................................................................................................20

2Net interest income............................................................................................................................................................................................................................................................22

3Operating expenses............................................................................................................................................................................................................................................................22

4Impaired asset expense............................................................................................................................................................................................................................................................23

5Discontinued operations............................................................................................................................................................................................................................................................23

Financial Position

6Finance receivables............................................................................................................................................................................................................................................................25

7Borrowings............................................................................................................................................................................................................................................................28

8Share capital and dividends............................................................................................................................................................................................................................................................28

9Related party transactions and balances............................................................................................................................................................................................29

10Fair value............................................................................................................................................................................................................................................................29

Risk Management

11Risk management policies............................................................................................................................................................................................................................................................31

12Credit risk exposure............................................................................................................................................................................................................................................................31

13Asset quality............................................................................................................................................................................................................................................................33

14Liquidity risk............................................................................................................................................................................................................................................................36

15Interest rate risk............................................................................................................................................................................................................................................................38

16Concentrations of funding............................................................................................................................................................................................................................................................38

Other Disclosures

17Structured entities............................................................................................................................................................................................................................................................39

18Capital adequacy............................................................................................................................................................................................................................................................40

19Insurance business, securitisation, funds management and other fiduciary activities............................................................................................................................................................................................................................................................46

20Contingent liabilities and commitments............................................................................................................................................................................................................................................................46

21Events after reporting date............................................................................................................................................................................................................................................................46

Independent Auditor's Review Report............................................................................................................................................................................................................................................................47

3

GENERAL INFORMATION
GUARANTEE ARRANGEMENTS

DIRECTORS

AUDITOR

AMENDMENTS TO CONDITIONS OF REGISTRATION

Gregory R Tomlinson

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland

TheConditionsofRegistrationapplyingtotheBankwereamendedon1October2018torefertorevisedversionsoftheRBNZBankingSupervision

Handbook documents:

- Liquidity Policy (BS13) which includes changes to the calculation of liquidity ratios as a consequence of the removal of off-quarter disclosure statements;

and

- Framework for Restrictions on High-LVR Residential Mortgage Lending (BS19) which includes changes to the High-LVR restrictions.

This Disclosure Statement has been issued by Heartland Bank Limited (the Bank) and its subsidiaries (the Banking Group) for the six months ended 31

December 2018 in accordance with the Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order 2014 (as amended)

(the Order). The financial statements of the bank for the six months ended 31 December 2018 form part of, and should be read in conjunction with, this

Disclosure Statement.

Words and phrases defined by the Order have the same meanings when used in this Disclosure Statement.

The Bank's address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

As at the date this Disclosure Statement was signed, no material obligations of the Bank were guaranteed.

Jeffrey K Greenslade

Vanessa C M Stoddart

Edward J Harvey

Ellen F Comerford

The following Directors have resigned since the signing of the 30 June 2018 Disclosure Statement.

Bruce R Irvine (Chair)

As at the date this Disclosure Statement was signed, the Directors of the Bank are:

Geoffrey T Ricketts

Graham R Kennedy

On 19 September 2018, Heartland Bank Limited shareholders approved a corporate restructure that resulted in Heartland Bank Limited becoming a wholly

owned subsidiary of a new company, Heartland Group Holdings Limited. On 31 October 2018, shares in Heartland Bank Limited were exchanged for shares

in Heartland Group Holdings Limited, and Heartland Bank Limited's Australian group of companies transferred to Heartland Group Holdings Limited.

Sir Christopher R Mace

The address for service of the ultimate parent, Heartland Group Holdings Limited, is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

4

CONDITIONS OF REGISTRATION
1.That—

(a)

the Total capital ratio of the Banking Group is not less than 8%;

(b)

the Tier 1 capital ratio of the Banking Group is not less than 6%;

(c)

the Common Equity Tier 1 capital ratio of the Banking Group is not less than 4.5%;

(d)

the Total capital of the Banking Group is not less than $30 million;

(e)

(f)

1A. That—

(a)

(b)

(c)

1B.

That, if the buffer ratio of the Banking Group is 2.5% or less, the Bank must:

(a)

(b)

(c)

For the purposes of this condition of registration, -

2.

3.

(a)

These conditions apply on and after 1 October 2018.

The registration of Heartland Bank Limited ("the Bank") as a registered Bank is subject to the following conditions:

theBankmustnotincludetheamountofanAdditionalTier1capitalinstrumentorTier2capitalinstrumentissuedafter1January2013inthe

calculation of its capital ratios unless it has received a notice of non-objection to the instrument from the Reserve Bank; and

theBankmeetstherequirementsofPart3oftheReserveBankofNewZealanddocument"Applicationrequirementsforcapitalrecognitionor

repayment and notification requirements in respect of capital" (BS16) dated November 2015 in respect of regulatory capital instruments.

For the purposes of this condition of registration, -

theTotalcapitalratio,theTier1capitalratio,theCommonEquityTier1capitalratioandTotalcapitalmustbecalculatedinaccordancewiththe

Reserve Bank of New Zealand document: “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015.

anAdditionalTier1capitalinstrumentisaninstrumentthatmeetstherequirementsofsubsection8(2)(a)or(c)oftheReserveBankofNewZealand

document "Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.

aTier2capitalinstrumentisaninstrumentthatmeetstherequirementsofsubsection9(2)(a)or(c)oftheReserveBankofNewZealanddocument

"Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.

theBankhasaninternalcapitaladequacyassessmentprocess(“ICAAP”)thataccordswiththerequirementssetoutinthedocument“Guidelines

on a Bank’s internal capital adequacy assessment process ('ICAAP')” (BS12) dated December 2007;

underitsICAAPtheBankidentifiesandmeasuresits“othermaterialrisks”definedasallmaterialrisksoftheBankingGroupthatarenotexplicitly

capturedinthecalculationoftheCommonEquityTier1capitalratio,theTier1capitalratioandtheTotalcapitalratioundertherequirementsset

out in the document “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015; and

the Bank determines an internal capital allocation for each identified and measured “other material risk”.

accordingtothefollowingtable,limittheaggregatedistributionsoftheBank’searningstothepercentagelimittodistributionsthatcorrespondsto

the Banking Group's buffer ratio:

Banking Group's buffer ratioPercentage limit to distributions of the Banks' earnings

0% - 0.625%0%

>0.625% - 1.25%20%

>1.25% - 1.875%40%

>1.875% - 2.5%60%

prepareacapitalplantorestoretheBankingGroup'sbufferratiotoabove2.5%withinanytimeframedeterminedbytheReserveBankfor

restoring the buffer ratio; and

have the capital plan approved by the Reserve Bank.

“bufferratio”,“distributions”,and“earnings”havethesamemeaningasinPart3oftheReserveBankofNewZealanddocument:“CapitalAdequacy

Framework (Standardised Approach)” (BS2A) dated November 2015.

That the Banking Group does not conduct any non-financial activities that in aggregate are material relative to its total activities.

In this condition of registration, the meaning of “material” is based on generally accepted accounting practice.

That the Banking Group’s insurance business is not greater than 1% of its total consolidated assets.

For the purposes of this condition of registration, the Banking Group’s insurance business is the sum of the following amounts for entities in the Banking

Group:

ifthebusinessofanentitypredominantlyconsistsofinsurancebusinessandtheentityisnotasubsidiaryofanotherentityintheBankingGroup

whosebusinesspredominantlyconsistsofinsurancebusiness,theamountoftheinsurancebusinesstosumisthetotalconsolidatedassetsof

the group headed by the entity; and

5

CONDITIONS OF REGISTRATION (CONTINUED)
(b)

(a)

(b)

4.

5.

6.

(a)

(b)

(c)

(d)

(i)

(ii)

(e)

(f)

(g)

(a)

(b)

(i)

(ii)

1

AA-/Aa370

Credit rating of the Bank

1

Connected exposure limit (% of the Banking Group’s Tier 1 capital)

AA/Aa2 and above

iftheentityconductsinsurancebusinessanditsbusinessdoesnotpredominantlyconsistofinsurancebusinessandtheentityisnotasubsidiary

ofanotherentityintheBankingGroupwhosebusinesspredominantlyconsistsofinsurancebusiness,theamountoftheinsurancebusinessto

sumisthetotalliabilitiesrelatingtotheentity’sinsurancebusinessplustheequityretainedbytheentitytomeetthesolvencyorfinancial

soundness needs of its insurance business.

In determining the total amount of the Banking Group’s insurance business—

all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and

ifproductsorassetsofwhichaninsurancebusinessiscomprisedalsocontainanon-insurancecomponent,thewholeofsuchproductsorassets

must be considered part of the insurance business.

For the purposes of this condition of registration,—

"insurance business" means the undertaking or assumption of liability as an insurer under a contract of insurance:

“insurer” and “contract of insurance” have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act 2010.

Thataggregatecreditexposures(ofanon-capitalnatureandnetofanyallowancesforimpairment)oftheBankingGrouptoallconnectedpersonsdo

not exceed the rating-contingent limit outlined in the following matrix:

75

A+/A160

A/A240

A-/A330

BBB+/Baa1 and below15

Withintherating-contingentlimit,creditexposures(ofanon-capitalnatureandnetofanyallowancesforimpairment)tonon-bankconnectedpersons

shall not exceed 15% of the Banking Group’s Tier 1 capital.

Forthepurposesofthisconditionofregistration,compliancewiththerating-contingentconnectedexposurelimitisdeterminedinaccordancewiththe

Reserve Bank of New Zealand document entitled “Connected exposures policy” (BS8) dated November 2015.

Thatexposurestoconnectedpersonsarenotonmorefavourableterms(e.g.asrelatestosuchmattersascreditassessment,tenor,interestrates,

amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons.

That the Bank complies with the following corporate governance requirements:

the board of the Bank must have at least five directors;

the majority of the board members must be non-executive directors;

at least half of the board members must be independent directors;

an alternate director,—

for a non-executive director must be non-executive; and

for an independent director must be independent;

at least half of the independent directors of the Bank must be ordinarily resident in New Zealand;

the chairperson of the board of the Bank must be independent; and

theBank’sconstitutionmustnotincludeanyprovisionpermittingadirector,whenexercisingpowersorperformingdutiesasadirector,toactother

than in what he or she believes is the best interests of the company (i.e. the Bank).

For the purposes of this condition of registration,—

“independent,”—

inrelationtoapersonotherthanapersontowhomparagraph(b)applies,hasthesamemeaningasintheReserveBankofNewZealand

document entitled “Corporate Governance” (BS14) dated July 2014; and

in relation to a person who is the chairperson of the board of the Bank, means a person who—

meets the criteria for independence set out in section 10 except for those in paragraph 10(1)(a) in BS14; and

doesnotraiseanygroundsofconcerninrelationtotheperson’sindependencethatarecommunicatedinwritingtotheBankbytheReserve

Bank of New Zealand:

ThistableusestheratingscalesofStandard&Poor's,FitchRatingsandMoody'sInvestorService.(FitchRatings'scaleisidenticaltoStandard&

Poor's.)

6

CONDITIONS OF REGISTRATION (CONTINUED)
7.

(a)

(b)

8.

(a)

(b)

9.

(a)

(b)

(c)

(d)

(e)

10.

11.

(a)

(b)

(c)

12.

(a)

(b)

(c)

(d)

13.

(a)

(b)

(c)

“total assets” means all assets of the Banking Group plus any assets held by any SPV that are not included in the Banking Group’s assets:

to whom any member of the Banking Group has sold, assigned, or otherwise transferred any asset;

who carries on no other business except for that necessary or incidental to guarantee the obligations of any member of the Banking Group under a

covered bond:

“coveredbond”meansadebtsecurityissuedbyanymemberoftheBankingGroup,forwhichrepaymenttoholdersisguaranteedbyaSPV,and

investors retain an unsecured claim on the issuer.

That a person must not be appointed as chairperson of the board of the Bank unless:

the mandate of the committee must include: ensuring the integrity of the Bank’s financial controls, reporting systems and internal audit standards;

“non-executive” has the same meaning as in the Reserve Bank of New Zealand document entitled “Corporate Governance” (BS14) dated July 2014.

Thatnoappointmentofanydirector,chiefexecutiveofficer,orexecutivewhoreportsorisaccountabledirectlytothechiefexecutiveofficer,ismadein

respect of the Bank unless:

the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and

the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and

the Reserve Bank has advised that it has no objection to that appointment.

the Reserve Bank has advised that it has no objection to that appointment.

That the Bank has a board audit committee, or other separate board committee covering audit matters, that meets the following requirements:

the committee must have at least three members;

every member of the committee must be a non-executive director of the Bank;

the majority of the members of the committee must be independent; and

the chairperson of the committee must be independent and must not be the chairperson of the Bank.

For the purposes of this condition of registration, “independent” and “non-executive” have the same meanings as in condition of registration 6.

That a substantial proportion of the Bank’s business is conducted in and from New Zealand.

That the Banking Group complies with the following quantitative requirements for liquidity-risk management:

the one-week mismatch ratio of the Banking Group is not less than zero percent at the end of each business day;

the one-month mismatch ratio of the Banking Group is not less than zero percent at the end of each business day; and

the one-year core funding ratio of the Banking Group is not less than 75 percent at the end of each business day.

Forthepurposesofthisconditionofregistration,theratiosidentifiedmustbecalculatedinaccordancewiththeReserveBankofNewZealand

documents entitled “Liquidity Policy” (BS13) dated January 2018 and “Liquidity Policy Annex: Liquid Assets” (BS13A) dated October 2018.

ThattheBankhasaninternalframeworkforliquidityriskmanagementthatisadequateintheBank’sviewformanagingtheBank’sliquidityriskata

prudent level, and that, in particular:

is clearly documented and communicated to all those in the organisation with responsibility for managing liquidity and liquidity risk;

identifies responsibility for approval, oversight and implementation of the framework and policies for liquidity risk management;

identifies the principal methods that the Bank will use for measuring, monitoring and controlling liquidity risk; and

“SPV” means a person—

who has granted, or may grant, a security interest in its assets for the benefit of any holder of any covered bond; and

For the purposes of this condition,—

That no more than 10% of total assets may be beneficially owned by a SPV.

considers the material sources of stress that the Bank might face, and prepares the Bank to manage stress through a contingency funding

plan.

7

CONDITIONS OF REGISTRATION (CONTINUED)
14.That—

(a)

(i)

(ii)

(b)

(i)

(ii)

(iii)

15.

(a)

(i)

(ii)

(b)

(c)

(d)

(e)

(f)

16.

(a)

(b)

17.

(a)

(i)

(ii)

(b)

(c)

Forthepurposesofthisconditionofregistration,“qualifyingacquisitionorbusinesscombination”,“notificationthreshold”and“non-objectionthreshold”

havethesamemeaningasintheReserveBankofNewZealandBankingSupervisionHandbookdocument“SignificantAcquisitionsPolicy”(BS15)

dated December 2011.

That the Bank is pre-positioned for Open Bank Resolution and in accordance with a direction from the Reserve Bank, the Bank can—

close promptly at any time of the day and on any day of the week and that effective upon the appointment of the statutory manager—

atthetimeofnotifyingtheReserveBankoftheintendedacquisitionorbusinesscombination,theBankprovidedtheReserveBankwiththe

informationrequiredundertheReserveBankofNewZealandBankingSupervisionHandbookdocument“SignificantAcquisitionsPolicy”

(BS15) dated December 2011; and

the Reserve Bank has given the Bank a notice of non-objection to the significant acquisition or business combination.

nomemberoftheBankingGroupmaygiveeffecttoaqualifyingacquisitionorbusinesscombinationthatmeetsthenotificationthreshold,and

does not meet the non-objection threshold, unless:

theBankhasnotifiedtheReserveBankinwritingoftheintendedacquisitionorbusinesscombinationandatleast10workingdayshave

passed; and

nomemberoftheBankingGroupmaygiveeffecttoaqualifyingacquisitionorbusinesscombinationthatmeetsthenon-objectionthreshold

unless:

the Bank has notified the Reserve Bank in writing of the intended acquisition or business combination;

atthetimeofnotifyingtheReserveBankoftheintendedacquisitionorbusinesscombination,theBankprovidedtheReserveBankwiththe

informationrequiredundertheReserveBankofNewZealandBankingSupervisionHandbookdocument“SignificantAcquisitionsPolicy”

(BS15) dated December 2011; and

reopenbynolaterthan9amthenextbusinessdayfollowingtheappointmentofastatutorymanagerandprovidecustomersaccesstotheir

unfrozen funds;

maintain a full freeze on liabilities not pre-positioned for open bank resolution; and

reinstate customers' access to some or all of their residual frozen funds.

Forthepurposesofthisconditionofregistration,“deminimis”,“partialfreeze”,“customerliabilityaccount”,and“frozenandunfrozenfunds”havethe

samemeaningasintheReserveBankofNewZealanddocument“OpenBankResolution(OBR)Pre-positioningRequirementsPolicy”(BS17)dated

September 2013.

That the Bank has an Implementation Plan that—

is up-to-date; and

at the product-class level lists all liabilities, indicating which are—

all liabilities are frozen in full; and

demonstratesthattheBank'sprepositioningforOpenBankResolutionmeetstherequirementssetoutintheReserveBankdocument:"Open

Bank Resolution Pre-positioning Requirements Policy" (BS 17) dated September 2013.

Forthepurposesofthisconditionofregistration,“ImplementationPlan”hasthesamemeaningasintheReserveBankofNewZealanddocument

“Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.

That the Bank has a compendium of liabilities that—

pre-positioned for Open Bank Resolution; and

not pre-positioned for Open Bank Resolution;

is agreed to by the Reserve Bank; and

if the Reserve Bank's agreement is conditional, meets the Reserve Bank's conditions.

Forthepurposesofthisconditionofregistration,“compendiumofliabilities”,and“pre-positionedandnonpre-positionedliabilities”havethesame

meaningasintheReserveBankofNewZealanddocument“OpenBankResolution(OBR)Pre-positioningRequirementsPolicy”(BS17)dated

September 2013.

no further access by customers and counterparties to their accounts (deposits, liabilities or other obligations) is possible;

apply a de minimis to relevant customer liability accounts;

apply a partial freeze to the customer liability account balances;

8

CONDITIONS OF REGISTRATION (CONTINUED)
18.

19.

20.

21.

PENDING PROCEEDINGS OR ARBITRATION

CREDIT RATINGS

AAAAaa

AAAa

AA

BBBBaa

BBBa

BB

CCCCaa

CC - CCa - C

D-

unhide above

In these conditions of registration,—

“BankingGroup”meansHeartlandBankLimited(asreportingentity)andallotherentitiesincludedinthegroupasdefinedinsection6(1)ofthe

Financial Markets Conduct Act 2013 for the purposes of Part 7 of that Act.

"generally accepted accounting practice" has the same meaning as in section 8 of the Financial Reporting Act 2013.

In conditions of registration 19 to 21,—

“loan-to-valuationratio”,“nonproperty-investmentresidentialmortgageloan”,“property-investmentresidentialmortgageloan”,“qualifyingnewmortgage

lendingamountinrespectofproperty-investmentresidentialmortgageloans”,“qualifyingnewmortgagelendingamountinrespectofnonproperty-

investmentresidentialmortgageloans”,and“residentialmortgageloan”havethesamemeaningasintheReserveBankofNewZealanddocument

entitled “Framework for Restrictions on High-LVR Residential Mortgage Lending” (BS19) dated January 2018:

“loan-to-valuationmeasurementperiod”meansaperiodofsixcalendarmonthsendingonthelastdayofthesixthcalendarmonth,thefirstofwhich

ends on the last day of March 2018.

TherearenopendinglegalproceedingsorarbitrationsconcerninganymemberoftheBankingGroupatthedateofthisDisclosureStatementthatmayhave

a material adverse effect on the Bank or the Banking Group.

AsatthedateofsigningthisDisclosureStatement,theBank'screditratingissuedbyFitchAustraliaPtyLtd(FitchRatings)wasBBBstable.ThisBBBcredit

ratingwasissuedon14October2015andisapplicabletolongtermunsecuredobligationspayableinNewZealand,inNewZealanddollars.ThisBBB

stable credit rating was affirmed by Fitch Ratings on 1 November 2018.

The following is a summary of the descriptions of the ratings categories for rating agencies for the rating of long-term senior unsecured obligations:

ThatonanannualbasistheBanktestsallthecomponentpartsofitsOpenBankResolutionsolutionthatdemonstratestheBank'sprepositioningfor

Open Bank Resolution as specified in the Bank's Implementation Plan.

Forthepurposesofthisconditionofregistration,“ImplementationPlan”hasthesamemeaningasintheReserveBankofNewZealanddocument

“Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.

That,foraloan-to-valuationmeasurementperiod,thetotaloftheBank’squalifyingnewmortgagelendingamountinrespectofproperty-investment

residentialmortgageloanswithaloan-to-valuationratioofmorethan65%,mustnotexceed5%ofthetotalofthequalifyingnewmortgagelending

amount in respect of property-investment residential mortgage loans arising in the loan-to-valuation measurement period.

That,foraloan-to-valuationmeasurementperiod,thetotaloftheBank’squalifyingnewmortgagelendingamountinrespectofnonproperty-investment

residentialmortgageloanswithaloan-to-valuationratioofmorethan80%,mustnotexceed15%ofthetotalofthequalifyingnewmortgagelending

amount in respect of non property-investment residential mortgage loans arising in the loan-to-valuation measurement period.

ThattheBankmustnotmakearesidentialmortgageloanunlessthetermsandconditionsoftheloancontractorthetermsandconditionsforan

associatedmortgagerequirethataborrowerobtaintheregisteredBank’sagreementbeforetheborrowercangranttoanotherpersonachargeoverthe

residential property used as security for the loan.

BB

Significant uncertainties exist which could affect the payment of principal and interest on a timely basis.

B

Greater vulnerability and therefore greater likelihood of default.

AAA

Ability to repay principal and interest is extremely strong. This is the highest investment category.

AA

Very strong ability to repay principal and interest in a timely manner.

A

Strongabilitytorepayprincipalandinterestalthoughsomewhatsusceptibletoadversechangesineconomic,

business or financial conditions.

CC - C

Highest risk of default.

RD to D

Obligations currently in default.

CreditratingsfromFitchRatingsandStandard&Poor’smaybemodifiedbytheadditionofaplusorminussigntoshowrelativestatuswithinthemajor

ratingcategories.Moody’sInvestorsServiceapplynumericalmodifiers1,2,and3toshowrelativestandingwithinthemajorratingcategories,with1

indicating the higher end and 3 the lower end of the rating category.

Fitch Ratings

Standard &

Poor's

Moody's

Investors

Service

Description of Grade

CCC

Likelihoodofdefaultconsideredhigh.Timelyrepaymentofprincipalandinterestisdependentonfavourable

financial conditions.

BBB

Adequate ability to repay principal and interest. More vulnerable to adverse changes.

9

DIRECTORS' STATEMENTS
1.

(a )

(b )

2.

(a )

(b )

(c )

B. R. Irv ine (Chair - Board o f Di re cto rs )G. R. Kennedy

J. K. Gre ensladeG. T. Ri ckett s

E. F. Comerf ordV. C. M. Stoddart

E. J. Harvey

Thereareno mate ri al matt ersrelati ng to th e business or aff airsof th e Bankor th e Banking Gro up th at arenotcontainedelsewherein th is Di sclosure

State mentwhichwould, if disclosed in th is Di sclosureState ment,mate ri allyaff ect th e decision of a person to subscri be fo r debtsecuri ti es of whichth e Bank

or any member of th e Banking Gro up is the issuer.

th e Bank h ad syste ms i n p lace t o monito r and control a dequately mate ri al r isks o f th e Banking Gro up, including cre dit ri sk, concentrati on of

cre dit ri sk, i nte re st ra te r isk, currency r isk, equity r isk, liquidity r isk, operati onal r isk a nd oth er business r isks, and that th ose s yste ms were

being pro perly a pplied.

This Disclosure State ment is d ate d 1 9 F ebruary 2 019 and has b een signed by a ll t he Dire cto rs .

Each Dire cto r of th e Bank s ta te s t hat he or she belie ves, aft er due enquiry , th at:

As a t th e d ate o n which t his Disclosure State ment is s igned:

th e Disclosure State ment contains a ll t he info rmati on that is r equire d b y t he Ord er; a nd

th e Disclosure State ment is n ot fa lse o r misleading.

During the six months e nded 31 December 2018:

th e Bank c omplied with a ll Conditi ons o f Registr ati on;

cre dit exposure s t o c onnecte d p ers ons were n ot contrary t o t he inte re sts o f th e Banking Gro up; and

10

OTHER MATERIAL MATTERS

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 December 2018

UnauditedRestatedRestated

6 mths to6 mths to12 mths to

$000NOTE

Dec 2018Dec 2017Jun 2018

Continuing Operations

Interest income2143,367134,920272,323

Interest expense257,24454,275108,737

Net interest income86,12380,645163,586

Operating lease income2,8713,0825,675

Operating lease expenses1,8012,1324,005

Net operating lease income1,0709501,670

Lending and credit fee income1,2719621,837

Other income1,7021,8259,176

Net operating income90,16684,382176,269

Operating expenses341,15938,23976,291

Profit before impaired asset expense and income tax49,00746,14399,978

Impaired asset expense413,16410,13321,833

Profit before income tax from continuing operations35,84336,01078,145

Profit before income tax from discontinued operations4, 56,1697,23516,149

Income tax expense11,61612,15926,781

Profit for the period30,39631,08667,513

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss:

Effective portion of changes in fair value of cash flow hedges, net of income tax781(492)72

Movement in debt instrument fair value reserve, net of income tax1701,034981

(4,241)2,5102,315

Items that will not be reclassified to profit or loss:

Movement in defined benefit reserve, net of income tax- 231340

Other comprehensive income / (loss) for the period, net of income tax(3,290)3,2833,708

Total comprehensive income for the period27,10634,36971,221

Total comprehensive income for the period is attributable to the shareholder(s).

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

Movement in foreign currency translation reserve, net of income tax

11

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2018

$000

NOTE

Unaudited - Dec 2018

Balance at 1 July 2018

544,927(2,612)2,5581,2601,590257(1,080)117,260664,160

Impact of NZ IFRS 9 (net of tax)

(18,231)(18,231)

Restated opening balance

544,927(2,612)2,5581,2601,590257(1,080)99,029645,929

Profit for the period- - - - - - - 30,39630,396

- - - (4,241)170- 781- (3,290)

- - - (4,241)170- 78130,39627,106

Dividends paid8- - - - - - - (30,808)(30,808)

5- - - - - - - (62,095)(62,095)

Dividend reinvestment plan88,584- - - - - - - 8,584

Transfer of treasury shares(2,340)2,340- - - - - - -

Release of FCTR on demerger- - 2,981- - - (2,981)-

Shares cancelled(272)272- -

Share based payments - - 383- - - - - 383

Total transactions with owners

5,9722,6123832,981- - - (95,884)(83,936)

Balance at 31 December 2018550,899- 2,941- 1,760257(299)33,541589,099

Unaudited - Dec 2017

Balance at 1 July 2017

473,128(2,612)3,118(1,055)609(83)(1,152)97,642569,595

Profit for the period

- - - - - - - 31,08631,086

- - - 2,5101,034231(492)- 3,283

- - - 2,5101,034231(492)31,08634,369

Dividends paid

8- - - - - - - (28,393)(28,393)

Dividend reinvestment plan

87,495- - - - - - - 7,495

Issue of share capital

59,225- - - - - - - 59,225

(681)- - - - - - - (681)

Share based payments

- - 216- - - - - 216

Shares vested

709- (1,196)- - - - - (487)

Total transactions with owners66,748- (980)- - - - (28,393)37,375

Balance at 31 December 2017539,876(2,612)2,1381,4551,643148(1,644)100,335641,339

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

Hedging

Reserve

Retained

Earnings

(restated)

Total

Equity

(restated)

Share

Capital

Treasury

Shares

Reserve

Employee

Benefits

Reserve

Foreign

Currency

Translation

Reserve

Debt

Instrument

Fair Value

Reserve

Defined

Benefit

Reserve

Other comprehensive income / (loss) , net of

income tax

Other comprehensive income/(loss), net of

income tax

Total comprehensive income for the period

Total comprehensive income for the period

Total comprehensive income for the period

Contributions by and distributions to owners

Special Dividend to Heartland Group Holdings

Limited

Transaction costs associated with capital raising

Contributions by and distributions to owners

Total comprehensive income for the period

12

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY (CONTINUED)
For the six months ended 31 December 2018

$000

NOTE

Jun 2018

Balance at 1 July 2017

473,128(2,612)3,118(1,055)609(83)(1,152)97,642569,595

Profit for the year

- - - - - - - 67,51367,513

- - - 2,31598134072- 3,708

- - - 2,3159813407267,51371,221

Dividends paid8- - - - - - - (47,895)(47,895)

Dividend reinvestment plan812,745- - - - - - - 12,745

Issue of share capital59,225- - - - - - - 59,225

(910)- - - - - - - (910)

Share based payments- - 666- - - - - 666

Shares vested739- (1,226)- - - - - (487)

Total transactions with owners71,799- (560)- - - - (47,895)23,344

Balance at 30 June 2018544,927(2,612)2,5581,2601,590257(1,080)117,260664,160

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

Total comprehensive income for the year

Transaction costs associated with capital raising

Contributions by and distributions to owners

Total comprehensive income for the year

Other comprehensive income / (loss), net of

income tax

Defined

Benefit

Reserve

Hedging

Reserve

Retained

Earnings

(restated)

Total

Equity

Share

Capital

Treasury

Shares

Reserve

Employee

Benefits

Reserve

Foreign

Currency

Translation

Reserve

Debt

Instrument

Fair Value

Reserve

13

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
As at 31 December 2018

UnauditedUnauditedAudited

$000

NOTE

Dec 2018Dec 2017Jun 2018

Assets

Cash and cash equivalents75,770117,31649,588

Investments318,961294,197340,546

Investment properties9,1961,7249,196

Due from related parties947,923- -

Finance receivables63,463,9923,783,0913,984,941

Operating lease vehicles16,43017,55117,524

Other assets16,50315,52214,411

Intangible assets58,05171,36574,401

Deferred tax asset11,1926,7185,319

Total assets4,018,0184,307,4844,495,926

Liabilities

Borrowings73,412,7663,633,4233,796,058

Current tax liabilities8516,72211,459

Trade and other payables15,30226,00024,249

Total liabilities3,428,9193,666,1453,831,766

Equity

Share capital550,899539,876544,927

Treasury shares- (2,612)(2,612)

Retained earnings and reserves38,200104,075121,845

Total equity589,099641,339664,160

Total equity and liabilities4,018,0184,307,4844,495,926

Total interest earning and discount bearing assets3,840,4714,179,7774,361,014

Total interest and discount bearing liabilities3,396,3063,626,7523,789,144

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

14

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
For the six months ended 31 December 2018

UnauditedUnaudited

Audited

6 mths to6 mths to12 mths to

$000

NOTE

Dec 2018Dec 2017Jun 2018

Cash flows from operating activities

Interest received144,412139,100280,471

Operating lease income received2,9612,6184,941

Lending, credit fees and other income received1,8713,33510,398

Operating inflows149,244145,053295,810

Payments to suppliers and employees48,63933,54373,672

Interest paid76,83363,266123,783

Taxation paid15,90714,55923,818

Operating outflows141,379111,368221,273

Net cash flows from operating activities before changes in operating assets and liabilities7,86533,68574,537

Proceeds from sale of operating lease vehicles2,4142,8045,577

Purchase of operating lease vehicles(2,996)(2,887)(7,163)

Net movement in finance receivables(224,748)(237,056)(431,863)

Net movement in deposits105,529131,864307,733

Net cash flows (applied to) / from operating activities(111,936)(71,590)(51,179)

Cash flows from investing activities

Net proceeds from sale of investment properties- 3,1853,185

Proceeds from sale of office fit-out, equipment and intangible assets- 16-

Sale of equity investment- - 300

Net decrease in investments21,92823,159-

Total cash provided from investing activities21,92826,3603,485

Purchase of office fit-out, equipment and intangible assets2,3782,4378,837

Net increase in investments- - 23,107

Purchase of equity investment- - 7,472

Total cash applied to investing activities2,3782,43739,416

Net cash flows from / (applied to) investing activities19,55023,923(35,931)

Cash flows from financing activities

Net increase/(decrease) in wholesale funding232,404(79,703)(93,507)

Proceeds from issue of Unsubordinated Notes- 150,000150,000

Increase in share capital- 59,22558,315

Total cash provided from financing activities232,404129,522114,808

Dividends paid822,22420,89835,150

Repayments of subordinated Notes722,846- -

Transaction costs associated with capital raising- 681-

Total cash applied to financing activities45,07021,57935,150

Net cash flows from financing activities187,334107,94379,658

Net increase / (decrease) in cash held94,94860,276(7,452)

Opening cash and cash equivalents49,58857,04057,040

Cash transferred on corporate restructure(68,766)- -

Closing cash and cash equivalents75,770117,31649,588

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

15

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS (CONTINUED)
For the six months ended 31 December 2018

Reconciliation of profit after tax to net cash flows from operating activities

UnauditedUnauditedAudited

6 mths to6 mths to12 mths to

$000Dec 2018Dec 2017Jun 2018

Profit for the period30,39631,08667,513

Add / (less) non-cash items

Depreciation and amortisation expense2,6972,3114,638

Depreciation on lease vehicles1,6761,9753,771

Capitalised net interest income(13,944)(10,884)(26,373)

Impaired asset expense13,16410,41622,067

Provision transfer on demerger619- -

Total non-cash items 4,2123,8184,103

Add / (less) movements in operating assets and liabilities:

Finance receivables(224,748)(237,056)(431,863)

Operating lease vehicles(582)(488)(2,257)

Other assets(3,356)1,814(635)

Current tax (8,561)(3,134)1,603

Derivative financial instruments revaluation(1,948)(1,273)(1,638)

Deferred tax(7,006)1,1342,533

Deposits105,529131,864307,733

Other liabilities(5,872)6451,729

Total movements in operating assets and liabilities(146,544)(106,494)(122,795)

Net cash flows applied to operating activities(111,936)(71,590)(51,179)

The notes on pages 17 to 46 are an integral part of these consolidated interim financial statements.

16

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


Basis of Reporting

Reporting entity

Basis of preparation




Change in Accounting policy

NZ IFRS 9 Financial Instruments

Impairment of finance receivables

Stage 1 - 12 months ECL

No evidence of impairment (past due 30 days or less)

Stage 2 - Lifetime ECL not credit impaired

Significant increase in credit risk (greater than 30 but less than 90 days past due)

Stage 3 - Lifetime ECL credit impaired

After initial recognition, the Banking Group applies a three stage test to measuring ECL's. Assets may migrate through the following stages based on their

change in credit quality since initial recognition.

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired (90 days past due or more)

The interim financial statements presented are the consolidated financial statements comprising Heartland Bank Limited (the Bank) and its subsidiaries (the

Banking Group).

As at 31 December 2018, the Bank is a company incorporated in New Zealand under the Companies Act 1993, a registered bank under the Reserve Bank of

New Zealand Act 1989 and a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The interim financial statements presented here are for the following periods:

The interim financial statements of the Banking Group incorporated in this Disclosure Statement have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (NZ GAAP), NZ IAS 34 Interim Financial Reporting and the Registered Bank disclosure statement (New Zealand

Incorporated Registered Banks) 2014 (as amended)(the order). They do not include all of the information required for full annual financial statements and should

be read in conjunction with the Bank's Annual Report for the year ended 30 June 2018.

The interim financial statements have been prepared on a going concern basis in accordance with historical cost, unless stated otherwise. The accounting

policies applied by the Banking Group in these consolidated interim financial statements are the same as those applied by the Banking Group in its consolidated

financial statements as at and for the year ended 30 June 2018, with the exception of those noted below.

Certain comparative information has been restated to comply with the current period presentation.

On 31 October 2018, Heartland Bank Limited (the Bank), became a wholly owned subsidiary of Heartland Group Holdings Limited (HGH Ltd). Shares in the

Bank were exchanged on a one for one basis for shares in HGH Ltd. The Australian group of companies that were previously held by the Bank were transferred

to HGH Ltd. The transfer of the Australian group of companies, has resulted in the Australian group being classified as a Discontinued operation as at the six

months ended 31 December 2018. This is disclosed in more detail in Note 5 - Discontinued operations.

The ECL model is a forward looking model where impairment allowances are recognised before losses are actually incurred. On initial recognition, an

impairment allowance is made, based on events that are possible in the next 12 months.

At each reporting date, the Banking Group assess whether there has been a significant increase in credit risk since initial recognition based on the "expected

credit loss" (ECL) model.

The Banking Group adopted NZ IFRS 9 - Financial Instruments and NZ IFRS 15 - Revenue from Contracts with Customers from 1 July 2018 . There have been

no changes in previously reported financials.

As required by NZ IFRS 5 - Non Current Assets Held for Sale and Discontinued Operations, the sale of the Australian group of companies has resulted in the

reclassification of balances in the Statement of Comprehensive Income into 'Profit before income tax from discontinued operations' and 'Profit before income tax

from continuing operations'. The Statement of Financial Position and Statement of Cashflows continue to include items from Discontinued operations within each

line item. A summary of cash flow and net assets and liabilities is presented in the relevant sections of note 5 - Discontinued operations.

In accordance with the transition provisions of NZ IFRS 9 the classification and measurement requirements of this standard have been applied retrospectively by

adjusting affected opening balances at the date of initial application with no restatement of comparative periods.

The following changes have been made to accounting policies as result of the application of NZ IFRS 9.

6 month period ended 31 December 2018 - Unaudited

6 month period ended 31 December 2017 - Restated and unaudited

12 month period ended 30 June 2018 - Restated

17

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


Change in Accounting policy (continued)

Impairment of Investments

The requirements of NZ IFRS 9 also apply to the Banks Investments. The impact of which has been assessed as not material.

Financial instruments

NZ IAS 39

carrying

value

Jun 2018

NZ IFRS 9

carrying

value

Jun 2018

Bank bonds and floating rate notes

Available for sale (AFS)

230,754230,754

Public sector securities & Corporate bonds

AFSFVOCI57,81857,818

Local authority stock

AFSFVOCI42,28042,280

Equity investments

FVOCI – for equity

9,6949,694

Amortised costFVTPL1,129,9561,132,620

Amortised costAmortised cost

2,854,9852,826,974

Trade receivables

Amortised costAmortised cost1,6131,613

AuditedImpact of Restated

12 mths to

NZ IFRS 9

1 July 2018

$000

Jun 2018

Restatement

Assets

Cash and cash equivalents

49,588- 49,588

Investments

340,546- 340,546

Investment properties

9,196- 9,196

Finance receivables

3,984,941(25,347)3,959,594

Operating lease vehicles

17,524- 17,524

Other assets

14,411- 14,411

Intangible assets

74,401- 74,401

Deferred tax asset

5,3197,11612,435

Total assets

4,495,926(18,231)4,477,695

Liabilities

Borrowings

3,796,058- 3,796,058

Current tax liabilities

11,459- 11,459

Trade and other payables

24,249- 24,249

Total liabilities

3,831,766- 3,831,766

Equity

Share capital

542,315- 542,315

Retained earnings and reserves

121,845(18,231)103,614

Total equity

664,160(18,231)645,929

Total equity and liabilities

4,495,926- 4,477,695

The table below shows the changes to classification and measurement of the Banking Group's financial assets due to the adoption of NZ IFRS 9. There are no

changes in the classification or measurement category of the Banking Group's financial liabilities.

Financial assets

Fair Value through other

Comprehensive income

(FVOCI)

In determining whether credit risk has increased all available information relevant to the assessment including information about past events, current conditions

and reasonable and supportable forecasts of economic conditions at the reporting date are taken into consideration.

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or to small to model, judgement is used to

determine impairment provisions.

Finance receivables - Reverse Mortgages

Finance receivables - Other

The table below is a reconciliation of the balance sheet detailing the changes from NZ IAS 39 to NZ IFRS 9.

NZ IAS 39 Measurement

category

NZ IFRS 9 Measurement

category

Fair value through profit or

loss (FVTPL)

18

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


Change in Accounting policy (continued)

Impact of new impairment model

Additional provision for impairment recognised at 1 July 2018 on:

- Finance Receivables - Other

(25,929)

- Finance Receivables - Reverse Mortgages

582

Provision for Impairment at 1 July 2018

(25,347)

Less Tax impact

7,116

Net impact on retained earnings

(18,231)

NZ IFRS 15 Revenue from Contracts with customers

Accounting standards issued not yet effective

Expected to

be initially

applied in

year

ending:

1 Jan 201930 Jun 2020

1 Jan 2021

1 Jan 201930 Jun 2020NZ IFRS 9 Financial Instruments, contains relaxed requirements for hedged effectiveness, and expanded

disclosures.

The Banking Group adopted NZ IFRS 15 on 1 July 2018. This standard provides a principles based approach for revenue recognition and introduces the concept

of recognising revenue for performance obligations as they are satisfied.

The Banking Group has adopted this standard retrospectively with the cumulative effect of initial application recognised as an adjustment to opening balances

and has applied all practical expedients applicable. There have been no changes to previously reported financials.

Standard and description

NZ IFRS 17 Insurance Contracts, establishes principles for the recognition, measurement, presentation and

disclosure of insurance contracts.

30 Jun 2022

The Banking Group is currently assessing the impact of NZ IFRS 16 and NZ IFRS 17, and it is not practicable to quantify the effect at the date of the

publication of these financial statements.

Effective for

annual years

beginning

on or after:

NZ IFRS 16 Leases, contains guidance on identification, recognition, measurement, presentation, and

disclosure of leases by lessees and lessors.

19

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


Performance

1Segmental analysis

Operating segments

The Banking Group operates predominantly within New Zealand and Australia and comprises the following main operating segments:

Motor

Reverse Mortgages

Other Personal

Business

Rural

Australia

$000

Unaudited - 6 months ended 31 December 2018

Net interest income27,7169,9378,30426,90415,426- (2,164)86,123

Net other income4671121,195723404- 1,1424,043

Net operating income28,18310,0499,49927,62715,830- (1,022)90,166

Operating expenses1,2031,2612,9754,5391,89929,28241,159

26,9808,7886,52423,08813,931- (30,304)49,007

Impaired asset expense4,654- 5,0363,812(135)- (203)13,164

Profit / (loss) before income tax22,3268,7881,48819,27614,066- (30,101)35,843

- - - - - 6,169- 6,169

Income tax expense- - - - - - 11,61611,616

Profit / (loss) for the period22,3268,7881,48819,27614,0666,169(41,717)30,396

Total assets1,021,673479,855200,8231,083,029634,486- 598,1524,018,018

Total liabilities- - - - - - 3,428,9193,428,919

Providing reverse mortgage lending within New Zealand

Providing motor vehicle finance

Profit / (loss) before impaired asset

expense and income tax

OtherMotor

Other

Personal

RuralAustralia

Segment information is presented in respect of the Banking Group's operating segments which are those used for the Banking Group's management and

internal reporting structure.

Providing a comprehensive range of financial services – including term, transactional and savings based deposit accounts

and personal loans

The Banking Group's operating segments are different from the industry categories detailed in Note 13 - Asset quality. The operating segments are

primarily categorised by sales channel, whereas Note 13 - Asset quality is based on credit risk concentrations.

Profit / (loss) before income tax from

Discontinued operations

Business

Internal structures have changed during the current year. Previously reported Household segment has been disaggregated to show Motor, Reverse

Mortgages and Other Personal. Prior years have been restated accordingly.

Providing reverse mortgage lending and other financial services within Australia (Discontinued Operations)

Providing specialist financial services to the farming sector primarily offering livestock finance, rural mortgage lending,

seasonal and working capital financing, as well as leasing solutions to farmers.

Providing term debt, plant and equipment finance, commercial mortgage lending and working capital solutions for small-to-

medium sized businesses.

Total

Reverse

Mortgages

Allincomereceivedisfromexternalsources,exceptthosetransactionswithrelatedparties.Certainoperatingexpenses,suchaspremises,ITandsupport

centre costs are not allocated to operating segments and are included in Other.

20

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


1Segmental analysis (continued)

$000

Restated and unaudited - 6 months ended 31 December 2017

Net interest income

24,397 8,739 5,740 25,734 16,245 -

(210) 80,645

Net other income

1,472 116 1,142 402 25 - 580

3,737

Net operating income25,8698,8556,88226,13616,270- 37084,382

Operating expenses 1,551 913 3,383 4,0112,146- 26,23538,239

24,3187,9423,49922,12514,124- (25,865)46,143

Impaired asset expense 4,139 70 2,302 2,259 1,363 - - 10,133

20,1797,8721,19719,86612,761- (25,865)36,010

- - - - - 7,235- 7,235

Income tax expense - - - - - - 12,15912,159

Profit / (loss) for the period20,1797,8721,19719,86612,7617,235(38,024)31,086

Total assets 886,301 427,892 151,588 1,031,647 676,630

609,033

524,3934,307,484

Total liabilities3,666,1453,666,145

$000

Restated - 12 months ended 30 June 2018

Net interest income

50,328 18,189 12,421 51,189 32,122 - (663)

163,586

Net other income

2,515 262 2,392 1,124 163 - 6,227

12,683

Net operating income52,84318,45114,81352,31332,285- 5,564176,269

Operating expenses 2,914 1,670 6,552 8,1304,351- 52,67476,291

49,92916,7818,26144,18327,934- (47,110)99,978

Impaired asset expense 7,778 (362) 5,741 6,275 2,400 - 1 21,833

42,15117,1432,52037,90825,534- (47,111)78,145

- - - - - 16,149- 16,149

Income tax expense- - - - - - 26,78126,781

Profit / (loss) for the period42,15117,1432,52037,90825,53416,149(73,892)67,513

Total assets 955,088 454,016 178,309 1,048,239 654,935 695,251 510,0884,495,926

Total liabilities3,831,7663,831,766

Reverse

Mortgages

Motor

Other

Personal

AustraliaTotal RuralBusinessOther

Reverse

Mortgages

Profit / (loss) before income tax from

Discontinued operations

Profit / (loss) before impaired asset

expense and income tax

Profit / (loss) before income tax from

continuing operations

Profit / (loss) before income tax from

continuing operations

Profit / (loss) before income tax from

Discontinued operations

Total

Profit / (loss) before impaired asset

expense and income tax

AustraliaRuralBusinessOtherMotor

Other

Personal

21

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


2Net interest income

UnauditedRestatedRestated

6 mths to6 mths to12 mths to

$000

NOTE

Dec 2018Dec 2017Jun 2018

Interest income

Cash and cash equivalents312435842

Investments4,9064,7669,515

Finance receivables138,149129,719261,966

Total interest income143,367134,920272,323

Interest expense

Retail deposits48,59544,90490,880

Bank and securitised borrowings2,2005,4168,634

Subordinated and unsubordinated Notes75,0392,5686,596

Net interest expense on derivative financial instruments1,4101,3872,627

Total interest expense57,24454,275108,737

Net interest income*86,12380,645163,586

*

3Operating expenses

UnauditedRestatedRestated

6 mths to6 mths to12 mths to

$000Dec 2018Dec 2017Jun 2018

Personnel expenses20,77421,61143,538

Directors' fees439498943

Superannuation493401768

Audit and review of financial statements

1

319221381

Other assurance services paid to auditor

2

155736

Other fees paid to auditor

3

- 121121

Depreciation - property, plant and equipment8896971,377

Amortisation - intangible assets1,8031,6103,252

Operating lease expense as a lessee8319571,872

Legal and professional fees1,2269492,143

Other operating expenses

4

14,37011,11721,860

Total operating expenses*41,15938,23976,291

1

2

3

4

*

Other operating expenses includes foreign exchange loss as a result of the corporate restructure $2.9m.

Total operating expenses from Discontinued operations is included in Expenses within Note 5 - Discontinued operations.

Other fees paid to the auditor include professional fees in connection with regulatory advisory services and a Health and Safety framework review.

Interest income and expense is recognised in profit or loss using the effective interest method. The effective interest rate is established on initial

recognition of the financial assets and liabilities and is not revised subsequently. The calculation of the effective interest rate includes all yield related

fees and commissions paid or received that are an integral part of the effective interest rate.

Interest on the effective portion of a derivative designated as a cash flow hedge is initially recognised in the hedging reserve. It is released to profit or

loss at the same time as the hedged item or when the hedge relationship is subsequently deemed to be ineffective, should this occur.

Net interest income from Discontinued operations is included in Revenue within Note 5 - Discontinued operations.

Audit and review of financial statements includes fees paid for both the audit of annual financial statements and the review of interim financial statements.

Other assurance services paid to the auditor comprise review of regulatory returns, trust deed reporting, registry audits and other agreed upon procedure

engagements.

22

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


4Impaired asset expense

UnauditedUnauditedUnaudited

6 mths to6 mths to12 mths to

$000Dec 2018Dec 2017Jun 2018

Non-securitised

Individually impaired expense

(425)1,8765,190

Collectively impaired expense

14,2458,38316,889

Total non-securitised impaired asset expense

13,82010,25922,079

Securitised

Collectively impaired expense

(29)157(12)

Total securitised impaired asset expense

(29)157(12)

Total

Individually impaired expense

(425)1,8765,190

Collectively impaired expense

14,2168,54016,877

Total impaired asset expense*13(d)

13,79110,41622,067

*Includes impaired asset expense in discontinued operation (note 5)

5Discontinued operations

(a)

Results of discontinued operation

UnauditedUnauditedUnaudited

4 mths to6 mths to12 mths to

$000Oct 2018Dec 2017Jun 2018

Net operating income8,5339,52720,525

Operating expenses1,7372,0094,142

Results from operating activities6,7967,51816,383

Impaired asset expense4627283234

Profit before income tax6,1697,23516,149

Income Tax expense1,6492,0264,522

Profit/(loss) from discontinued operation 4,520 5,209 11,627

The profit from the discontinued operation of $6.2 million (June 2018: $16.1 million, Dec 2017: $7.2 million) is attributable entirely to the Banking Group.

The Banking Group adopted NZ IFRS 9 which sets out new requirements for impairment of financial assets using the ECL approach. (Refer note 1)

At the Annual Shareholder Meeting in September 2018, Heartland Bank Limited shareholders approved a corporate restructure that resulted in Heartland

Bank Limited becoming a wholly owned subsidiary of a new company, Heartland Group Holdings Limited. On 31 October 2018, shares in Heartland

Bank Limited were exchanged for shares in Heartland Group Holdings Limited, and the Australian group of companies were transferred from Heartland

Bank Limited to Heartland Group Holdings Limited.

To reflect this change, the comparative consolidated statements have been restated to remove the Australian group of companies, and show the

discontinued operation separately from continuing operations.

23

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


5Discontinued operations (continued)

(b)

Cash flow of discontinued operation

UnauditedUnauditedUnaudited

4 mths at6 mths to12 mths to

$000

NOTE

31 Oct 2018Dec 2017Jun 2018

Cash flows from (used in) discontinued operation

Net cash flows (applied to) / from operating activities (8,060) (21,591)(105,259)

Net cash flows from / (applied to) investing activities - 5,492 578

Net cash flows from financing activities 57,883 15,658 113,969

Net cash flows for the year 49,823 (441)9,288

(c)

Financial position of discontinued operation

UnauditedUnauditedUnaudited

as atas atas at

$000

NOTE

31 Oct 2018Dec 2017Jun 2018

Cash and cash equivalents68,7668,94018,943

Finance receivables725,725616,485721,236

Other assets91710580

Deferred tax asset1,13360(524)

Borrowings665,950537,969614,510

Current tax liabilities2,0473,6842,968

Trade and other payables81,86543,14775,425

Net assets and liabilities

46,67940,79046,832

(d)

Profit on disposal$000

In specie dividend to Heartland Group Holdings Limited

62,095

Total consideration received

62,095

Net Assets

46,679

Goodwill

15,416

Gain/(loss) on disposal

-

24

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


Financial Position

6Finance receivables

UnauditedUnauditedAudited

$000

NOTE

Dec 2018Dec 2017Jun 2018

Non-securitised

Neither at least 90 days past due nor impaired3,296,6813,617,8583,863,764

At least 90 days past due34,85436,63427,893

Individually impaired35,88935,94445,186

Gross finance receivables3,367,4243,690,4363,936,843

Less provision for impairment(55,412)(28,256)(29,367)

Less fair value adjustment for present value of future losses over expected life(1,611)(3,325)(2,824)

Total non-securitised finance receivables3,310,4013,658,8553,904,652

Securitised

Neither at least 90 days past due nor impaired154,642124,10379,809

At least 90 days past due197440784

Individually impaired- - -

Gross finance receivables154,839124,54380,593

Less provision for impairment(1,248)(307)(304)

Total securitised finance receivables153,591124,23680,289

Total

Neither at least 90 days past due nor impaired3,451,3233,741,9613,943,573

At least 90 days past due35,05137,07428,677

Individually impaired35,88935,94445,186

Gross finance receivables3,522,2633,814,9794,017,436

Less provision for impairment(56,660)(28,563)(29,671)

Less fair value adjustment for present value of future losses over expected life(1,611)(3,325)(2,824)

Total finance receivables3,463,9923,783,0913,984,941

Refer to Note 13 - Asset quality for further analysis of finance receivables by credit risk concentration.

25

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


6Finance receivables (continued)

(a)

Movement in provision

The following table details the movement from the opening balance to the closing balance of provision for impairment by class

12 month

ECL

Lifetime

ECL Not

credit

impaired

Lifetime

ECL Credit

impaired

Collective

provision

Jun 18

Specific

provisionTotal

Non-securitised

Impairment allowance as at 30 June 2018

- - - 20,3019,06629,367

Restated for adoption of NZ IFRS 9

29,3561,43814,909(20,301)(169)25,233

Restated impairment allowance as at 1 July 2018

29,3561,43814,909- 8,89754,600

Changes in loss allowance

Transfer to 12 month

588(560)(28)- - -

Transfer to lifetime not credit impaired

(1,127)1,189(62)- - -

Transfer to lifetime credit impaired

(1)(731)732- - -

Transfer to specific provision

(1,443)(9)(751)- 2,203-

Effect of changes in foreign exchange rate

(67)(6)(3)- - (76)

Impaired asset expense

2,83034811,067- (425)13,820

Write offs

- - (7,953)- (4,503)(12,456)

Transfer to/from securitised

(776)15484- - (277)

Recovery of amounts written off

- - 293- 13306

Sale of portfolio

(505)- - - - (505)

Impairment allowance as at 31 December 201828,855 1,684 18,688

-

6,185 55,412

Securitised

Impairment allowance as at 30 June 2018

- - - 304- 304

Restated for adoption of NZ IFRS 9

54620434(304)- 696

Restated impairment allowance as at 1 July 2018

54620434- - 1,000

Changes in loss allowance

Transfer to 12 month

12(11)(1)- - -

Transfer to lifetime not credit impaired

(17)19(2)- - -

Transfer to lifetime credit impaired

- (5)5- - -

Transfer to specific provision

- - - - - -

Effect of changes in foreign exchange rate

- - - - - -

Impaired asset expense

(155)13113- - (29)

Write offs

- - - - - -

Transfer to/from un-securitised

776(15)(484)- - 277

Recovery of amounts written off

- - - - -

-

Impairment allowance as at 31 December 20181,162 21 65

- -

1,248

Total

Impairment allowance as at 30 June 2018

- - - 20,6059,06629,671

Restated for adoption of NZ IFRS 9

29,9021,45815,343(20,605)(169)25,929

Restated impairment allowance as at 1 July 2018

29,9021,45815,343- 8,89755,600

Changes in loss allowance

Transfer to 12 month

600(571)(29)- - -

Transfer to lifetime not credit impaired

(1,144)1,208(64)- - -

Transfer to lifetime credit impaired

(1)(736)737- - -

Transfer to specific provision

(1,443)(9)(751)- 2,203-

Effect of changes in foreign exchange rate

(67)(6)(3)- - (76)

Impaired asset expense

2,67536111,180- (425)13,791

Write offs

- - (7,953)- (4,503)(12,456)

Recovery of amounts written off

- - 293- 13306

Sale of portfolio

(505)- - - - (505)

Impairment allowance as at 31 December 201830,017 1,705 18,753

-

6,185 56,660

26

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


6Finance receivables (continued)

(b)

Summary of Provision

$000Securitised

Non

Securitised

Total

Unaudited - 6 months ended 31 December 2018

Specific Provision

- 6,185

6,185

Collective provision measured on a 12 month ECL

1,16228,855

30,017

Collective provision for assets not credit impaired

211,684

1,705

Collective provision for assets credit impaired

6518,688

18,753

Total provision for impairment1,248 55,412 56,660

TotalTotal

Dec 2017Jun 2018

Specific provision for impaired assets8,743 9,066

Collective provision for impaired assets19,820 20,605

Total provision for impairment28,563 29,671

(c)

Impact of changes in gross carrying amount of ECL

The reduction in specific provisions of $2.7 million is primarily the result of the write off of previously provided loans.

(d)

Credit risk adjustment on financial assets designated at fair value through profit and loss

There were no credit risk adjustments in individual financial assets.

Credit risk adjustments on financial assets designated at fair value through profit and loss are presented in the following table.

Dec 2018Dec 2018Dec 2018

Credit risk adjustments on collective groups of financial assets

Opening balance as at 30 June 2018

- 2,824

2,824

Effect of changes in foreign exchange rate

- (26)

(26)

Restated for adoption of NZ IFRS 9

- (582)

(582)

Charge to income statement

- -

-

Sale of assets

(605)

(605)

Closing balance as at 31 December 2018

-

1,611 1,611

Securitised

Non

SecuritisedTotal

The following provides an explanation of how significant change in the gross carrying value of the Finance receivables have contributed to the changes in

the provision for impairment. The provision for impairment reflects ECL measured using the 3 stage approach under NZ IFRS 9 (refer to Basis of

Overall the net increase in the total provision for impairment was $1.1 million which was primarily driven by an increase in stage 3 collective provisions

offset by a reduction in specific provisions.

Collective 12 months ECL provisions (stage 1) increased $0.1m. Growth in receivables of $104 million, primarily consumer lending with higher average

ECL rates, added $2.7m to stage 1 provisions however this was offset by reductions in provisions on loans moving to stage 2 and 3 or specifically

provided.

Collective lifetime not credit impaired provisions (stage 2) increased $0.2m. $45 million of receivables transferred to stage 2 due to deterioration in credit

quality which was offset by a similar amount which was repaid or transferred to stage 1 or 3.

Collective lifetime credit impaired provisions (stage 3) increased $3.4m driven by an increase a net increase in receivables of $12 million most of which

were loans with higher ECL rates.

27

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


7Borrowings

UnauditedUnauditedAudited

6 mths to6 mths to12 mths to

$000

NOTE

Dec 2018Dec 2017Jun 2018

Deposits2,988,3652,703,2342,881,805

Subordinated Bonds- 3,3793,378

Subordinated Notes- 22,27722,172

Unsubordinated Notes151,902151,902151,853

Bank borrowings144,555637,572689,346

Borrowings - securitised17(d)127,944115,05947,504

Total borrowings3,412,7663,633,4233,796,058

8Share capital and dividends

UnauditedUnauditedAudited

Dec 2018Dec 2017Jun 2018

000s

Number of sharesNumber of sharesNumber of shares

Issued shares

Opening balance560,588516,236516,236

Cancelled shares(441)- -

Shares issued during the period- 37,16137,224

Dividend reinvestment plan5,2834,1637,128

Closing balance565,430557,560560,588

Less treasury shares- (2,299)(2,299)

Net closing balance565,430555,261558,289

(a)Dividends paid

Date

declared

Cents per

share

$000

Date

declared

Cents per

share

$000

Date

declared

Cents per

share

$000

Final dividend

15 Aug 18

5.530,808

14 Aug 17

5.528,393

14 Aug 17

5.528,393

Interim dividend- - -- -

20 Feb 18

3.519,502

In specie dividend

31 Oct 18

-62,095-- -

-

- -

Total dividends paid5.592,9035.528,3939.047,895

Jun 2018Dec 2017Dec 2018

On 21 September 2017, the Bank issued unsubordinated fixed rate notes (Unsubordinated Notes). These notes are paid a fixed rate of interest every 6

months.

Deposits and unsubordinated notes rank equally and are unsecured. The subordinated bonds and subordinated notes (settled early on 31 October 2018)

ranked below all other general liabilities of the Banking Group.

Under dividend reinvestment plans, the Bank issued 5,282,619 new shares at $1.6250 per share on 21 September 2018 (December 2017: 4,163,008 new

shares at $1.8004 per share on 21 September 2017; June 2018: 4,163,008 new shares at $1.8004 per share on 21 September 2017 and 2,965,048 new

shares at $1.7707 per share on 3 April 2018).

Securitised borrowings as at 31 December 2018 are held by investors in the Heartland Auto Receivables Warehouse Trust (Auto Warehouse). Securitised

borrowings at previous period end dates were held by investors in the Heartland ABCP Trust 1 (ABCP Trust). Both Trusts were established to acquire

motor vehicle loans as part of a securitisation facility. Securitised borrowings held by investors in Auto Warehouse rank equally with each other and are

secured over the assets of the Auto Warehouse.

Auto Warehouse has bank facilities of $250 million at 31 December 2018, with $128 million drawn. Bank facilities held by ABCP Trust at 31 December

2017 were $175 million and 30 June 2018 were $100 million.

On 29 August 2018 the assets of ABCP Trust were acquired by Heartland Bank Limited. On the same day Heartland Bank Limited sold the acquired assets

to Auto Warehouse at the same value. Refer Note 14.

28

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


9Related party transactions and balances

(a)Transactions with key personnel

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Transactions with key personnel

Interest income- 35

Interest expense(31)(69)(128)

Total transactions with key personnel(31)(66)(123)

Due from / (to) key personnel

Finance receivables- 63-

Borrowings - deposits(2,960)(8,464)(2,412)

Total due (to) key personnel(2,960)(8,401)(2,412)

(b)Sale of Australian entities

(c)Purchase of Australian receivables

(d)Due from related parties

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Due from

Australian Seniors Finance Limited47,923- -

Total due from related parties47,923- -

10Fair value

-Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

-

-Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(a)Financial instruments measured at fair value

Investments

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly

(derived from prices).

Key personnel, being directors of the Bank, the Chief Executive Officer (CEO) and those executive staff reporting directly to the CEO and their immediate

relatives, have transacted with the Banking Group during the period as follows:

The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For

all other financial instruments, the Banking Group determines fair value using valuation techniques.

The Banking Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the

measurements.

The Banking Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has

occurred.

The following methods and assumptions were used to estimate the fair value of each class of financial asset and liability measured at fair value on a

recurring basis in the Consolidated Interim Statement of Financial Position.

Investments in public sector securities and corporate bonds are classified as being available for sale and are stated at fair value, with the fair value being

based on quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable market inputs (Level 2 under the fair value hierarchy).

On 31 October 2018 the Australian entities owned by Heartland Bank Limited were transferred to Heartland Group Holdings Limited pursuant to a corporate

restructure approved by the shareholders of Heartland Bank Limited. The transfer was effected by an in specie dividend of $62m which equalled the net

asset value of those entities plus allocated goodwill at the date of the transaction.

On 31 October 2018 Heartland Bank Limited purchased NZD $85.2m of receivables from Heartland Group Holdings Limited. These assets were purchased

at market value and settled in AUD.

29

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


10Fair value (continued)

(a)Financial instruments measured at fair value (continued)

Investments (continued)

Finance receivables

Derivative items

$000 Level 1Level 2Level 3Total

Unaudited - Dec 2018

Assets

Investments209,048100,2199,694318,961

Finance receivables- - 479,855479,855

Derivative assets held for risk management- 1,238- 1,238

Total assets measured at fair value209,048101,457489,549800,054

Liabilities

Derivative liabilities held for risk management- 148- 148

Total liabilities measured at fair value- 148- 148

Unaudited - Dec 2017

Assets

Investments284,856- 9,341294,197

Finance receivables- 3,717- 3,717

Total assets measured at fair value284,8563,7179,341297,914

Liabilities

Derivative liabilities held for risk management- 2,568- 2,568

Total liabilities measured at fair value- 2,568- 2,568

Audited - Jun 2018

Assets

Investments140,282190,5709,694340,546

Finance receivables- 454- 454

Total assets measured at fair value140,282191,0249,694341,000

Liabilities

Derivative liabilities held for risk management- 1,639- 1,639

Total liabilities measured at fair value- 1,639- 1,639

Interest rate swaps are classified as held for trading and are recognised in the interim financial statements at fair value. Derivatives are initially recognised

at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. Fair values are determined on

the basis of discounted cash flow analysis using observable market prices and adjustments for counterparty credit spreads (Level 2 under the fair value

hierarchy).

The following table analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which each fair

value measurement is categorised. The amounts are based on the values recognised in the Consolidated Interim Statement of Financial Position.

Investments valued under Level 2 of the fair value hierarchy are valued either based on quoted market prices or dealer quotes for similar instruments, or

discounted cash flows analysis.

Investments in unlisted equity securities are classified as being fair valued through profit or loss and are valued under Level 3 of the fair value hierarchy,

with the fair value being based on unobservable inputs.

Reversemortgageloansclassifiedasfinancereceivablesarestatedatfairvaluewiththefairvaluebeingbasedonpresentvalueoffuturecashflows

discounted using observable market interest rates including an assessment of the no negative equity guarantee (Level 3 under the fair value hierarchy).

30

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


10Fair value (continued)

(b)Financial instruments not measured at fair value

UnauditedUnauditedUnauditedUnauditedAuditedAudited

$000 Dec 2018Dec 2018Dec 2017Dec 2017Jun 2018Jun 2018

Assets

Cash and cash equivalentsLevel 175,77075,770117,316117,31649,58849,588

Finance receivablesLevel 32,817,2182,830,5463,645,5313,655,1383,891,4583,904,198

Finance receivables - securitisedLevel 3154,152153,591124,344124,23680,61480,289

Other financial assetsLevel 31,3371,3375,1895,1891,6131,613

Total financial assets3,048,4773,061,2443,892,3803,901,8794,023,2734,035,688

Liabilities

BorrowingsLevel 23,289,6653,284,8223,521,8733,518,3643,744,6343,748,554

Borrowings - securitisedLevel 2127,944127,944115,059115,05947,50447,504

Other financial liabilitiesLevel 3- - 23,35223,35222,61022,610

Total financial liabilities3,417,6093,412,7663,660,2843,656,7753,814,7483,818,668

Risk Management

11Risk management policies

12Credit risk exposure

The credit risk management strategies ensure that:

- Credit origination meets agreed levels of credit quality at point of approval.

- Sector and geographical risks are actively managed.

- Industry concentrations are actively monitored.

- Maximum total exposure to any one debtor is actively managed.

- Changes to credit risk are actively monitored with regular credit reviews.

Total

Carrying

Value

Total Fair

Value

The following table sets out the fair values of financial instruments not measured at fair value and analyses these by the level in the fair value hierarchy into

which each fair value measurement is categorised.

Total

Carrying

Value

Credit risk is the risk that a borrower will default on any type of debt by failing to make payments when it is obligated to do so. The risk is primarily that of

the lender and includes loss of principal and interest, disruption to cash flows and increased collection costs.

To manage this risk the Board Risk Committee (BRC) has been delegated the task of overseeing a formal credit risk management strategy. The BRC

reviews the Banking Group's credit risk exposures to ensure consistency with the Banking Group's credit policies to manage all aspects of credit risk.

Total Fair

Value

Total

Carrying

Value

Total Fair

Value

FurtherinformationonvaluationtechniquesandassumptionsusedfordeterminingfairvalueisincludedinNote17oftheBank'sAnnualReportfortheyear

ended 30 June 2018.

There have been no material changes in the Banking Group's policies for managing risk, or material exposures to any new types of risk since the reporting

date of the previous disclosure statement, refer to the Bank's Annual Report for the year ended 30 June 2018.

Credit risk is managed to achieve sustainable and superior risk-reward performance whilst maintaining exposures within acceptable risk "appetite"

parameters. This is achieved through the combination of governance, policies, systems and controls, underpinned by sound commercial judgement as

described below.

31

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


12Credit risk exposure (continued)

(a)Maximum exposure to credit risk

Unaudited

$000Dec 2018

Cash and cash equivalents75,770

Investments309,267

Finance receivables3,463,992

Due from related parties47,923

Derivative financial assets1,238

Other financial assets1,337

Total on balance sheet credit exposures3,899,527

(b)Concentration of credit risk by geographic region

New Zealand:

Auckland1,169,145

Wellington248,515

Rest of North Island1,153,880

Canterbury483,656

Rest of South Island598,085

Australia:

Queensland14,292

New South Wales38,699

Victoria19,414

Western Australia8,326

South Australia3,464

Rest of Australia2,662

Rest of the world

1

211,475

3,951,613

Collective provision(50,475)

Less acquisition fair value adjustment for present value of future losses(1,611)

Total on balance sheet credit exposures3,899,527

1

TheseoverseasassetsareprimarilyNZD-denominatedinvestmentsinAA+andhigherratedsecuritiesissuedbyoffshoresupranationalagencies("Kauri

Bonds").

The following table represents the maximum credit risk exposure, without taking account of any collateral held. The exposures set out below are based on

net carrying amounts as reported in the Consolidated Interim Statement of Financial Position.

32

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


12Credit risk exposure (continued)

(c)Concentration of credit risk by industry sector

Agriculture728,971

Forestry and Fishing84,871

Mining16,542

Manufacturing68,032

Finance & Insurance421,247

Wholesale Trade38,530

Retail Trade221,509

Households1,593,276

Property and Business Services418,659

Transport and Storage222,020

Other137,956

3,951,613

Collective provision(50,475)

Less acquisition fair value adjustment for present value of future losses(1,611)

Total on balance sheet credit exposures3,899,527

(d)Credit exposure to individual counterparties

13Asset quality

The disclosures below are categorised by the following credit risk concentrations:

CorporateBusiness lending including rural lending.

Residential

All OtherThis relates primarily to consumer lending to individuals.

Lending secured by a first ranking mortgage over a residential property used primarily for residential purposes either by the

mortgagor or a tenant of the mortgagor.

At 31 December 2018 the Banking Group did not have any period end or peak end-of-day credit exposures over 10% of equity to individual counterparties

(not being members of groups of closely related counterparties) or groups of closely related counterparties (excluding central government of any country

with a long-term credit rating of A- or A3 or above, or its equivalent, or any bank with a long-term credit rating of A- or A3 or above, or its equivalent, and

connected persons) (December 2017: nil; June 2018: nil).

The peak aggregate end-of-day credit exposure is determined by taking the maximum end-of-day aggregate amount of credit exposure over the period

divided by the Banking Group's equity as at the end of the period. Credit exposures disclosed are based on actual exposures. The credit rating is applicable

to an entity's long term senior unsecured obligations payable in New Zealand, in New Zealand dollars.

33

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


13Asset quality (continued)

(a)Finance receivables by credit risk concentration

$000

NOTE

Unaudited - Dec 2018

Neither at least 90 days past due nor impaired2,031,407570,642849,2743,451,323

At least 90 days past due13,09436821,58935,051

Individually impaired32,363323,49435,889

Gross Finance Receivables2,076,864571,042874,3573,522,263

Fair value adjustment for present value of future losses- (1,611)- (1,611)

Provision for impairment13(d)(29,703)(144)(26,813)(56,660)

Total net finance receivables2,047,161569,287847,5443,463,992

(b) Past due but not impaired

Unaudited - Dec 2018

Less than 30 days past due30,4042,07234,01566,491

At least 30 days but less than 60 days past due16,3867211,21527,673

At least 60 days but less than 90 days past due6,4087105,25912,377

At least 90 days past due13,09436821,58935,051

Total past due but not impaired66,2923,22272,078141,592

(c)Individually impaired assets

Unaudited - Dec 2018

Opening41,237303,33744,604

Additions 17,90021,53119,433

Deletions(13,959)- (1,374)(15,333)

Write offs(12,815)- - (12,815)

Closing gross individually impaired assets32,363323,49435,889

Less: provision for individually impaired assets13(d)6,185- - 6,185

Total net impaired assets26,178323,49429,704

CorporateResidentialAll OtherTotal

34

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


13Asset quality (continued)

(d)Movements in credit loss allowance

12 month

ECL

Lifetime

ECL Not

credit

impaired

Lifetime

ECL Credit

impaired

Collective

provision

June 18

Specific

provisionTotal

Corporate

Impairment allowance as at 30 June 2018

- - - 10,8458,67219,517

Restated for adoption of NZ IFRS 9

20,1906972,315(10,845)- 12,357

Restated impairment allowance as at 1 July 2018

20,1906972,315- 8,67231,874

Changes in loss allowance

Transfer to 12 month

93(89)(4)- - -

Transfer to lifetime not credit impaired

(336)342(6)- - -

Transfer to lifetime credit impaired

(685)(80)765- - -

Transfer to specific provision

(1,443)(4)(756)- 2,203-

Effect of changes in foreign exchange rate

- - - - - -

Impaired asset expense

790(14)2,778- (200)3,354

Write offs

- - (1,035)- (4,503)(5,538)

Recovery of amounts written off

- - - -

13 13

Impairment allowance as at 31 December 201818,609 852 4,057

-

6,185 29,703

Residential

Impairment allowance as at 30 June 2018

- - - 1,9211932,114

Restated for adoption of NZ IFRS 9

444- (1,921)(169)(2,042)

Restated impairment allowance as at 1 July 2018

444- - 2472

Changes in loss allowance

Transfer to 12 month

1(1)- - - -

Transfer to lifetime not credit impaired

(1)1- - - -

Transfer to lifetime credit impaired

- (2)2- - -

Transfer to specific provision

- - - - - -

Effect of changes in foreign exchange rate

- - - - - -

Impaired asset expense

(12)2106- (24)72

Write offs

- - - - - -

Recovery of amounts written off

- - - - -

-

Impairment allowance as at 31 December 201832 4 108

- -

144

All other

Impairment allowance as at 30 June 2018

- - - 7,8392018,040

Restated for adoption of NZ IFRS 9

9,66875713,028(7,839)15,614

Restated impairment allowance as at 1 July 2018

9,66875713,028- 20123,654

Changes in loss allowance

Transfer to 12 month

506(481)(25)- - -

Transfer to lifetime not credit impaired

(807)865(58)- - -

Transfer to lifetime credit impaired

684(654)(30)- - -

Transfer to specific provision

- (5)5- - -

Effect of changes in foreign exchange rate

(66)(6)(3)- - (75)

Impaired asset expense

1,8983728,296- (201)10,365

Write offs

- - (6,919)- - (6,919)

Recovery of amounts written off

- - 293- -

293

Sale of portfolio

(505)- - - - (505)

Impairment allowance as at 31 December 201811,378 848 14,587

- -

26,813

Total

Impairment allowance as at 30 June 2018

- - - 20,6059,06629,671

Restated for adoption of NZ IFRS 9

29,9021,45815,343(20,605)(169)25,929

Restated impairment allowance as at 1 July 2018

29,9021,45815,343- 8,89755,600

Changes in loss allowance

Transfer to 12 month

600(571)(29)- - -

Transfer to lifetime not credit impaired

(1,144)1,208(64)- - -

Transfer to lifetime credit impaired

(1)(736)737- - -

Transfer to specific provision

(1,443)(9)(751)- 2,203-

Effect of changes in foreign exchange rate

(66)(6)(3)- - (75)

Impaired asset expense

2,67636011,180- (425)13,791

Write offs

- - (7,954)- (4,503)(12,457)

Recovery of amounts written off

- - 293- 13

306

Sale of portfolio

(505)- - - - (505)

Impairment allowance as at 31 December 201830,019 1,704 18,752

-

6,185 56,660

35

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


13Asset quality (continued)

(e)Movements in credit risk adjustments

Dec 2018Dec 2018Dec 2018Dec 2018

Credit risk adjustments on individual financial assets

Opening balance as at 30 June 2018

8,672193201

9,066

Restated for adoption of NZ IFRS 9

- (169)-

(169)

Restated Impairment allowance as at 30 June 2018

8,672242018,897

Changes in loss allowance

Transfer to 12 month

- - -

-

Transfer to lifetime not credit impaired

- - -

-

Transfer to lifetime credit impaired

- - -

-

7Transfer to specific provision

2,203- -

2,203

Effect of changes in foreign exchange rate

- - -

-

Impaired asset expense 4

(200)(24)(201)

(425)

Write offs

(4,503)- -

(4,503)

Recovery of amounts written off

13- -

13

Closing balance as at 31 December 20186,185

- -

6,185

Credit risk adjustments on collective groups of financial assets

Impairment allowance as at 30 June 201810,8451,9217,83920,605

Restated for adoption of NZ IFRS 912,357(1,873)15,61426,098

Restated Impairment allowance as at 30 June 201823,2024823,45346,703

Changes in loss allowance

Transfer to 12 month- - - -

Transfer to lifetime not credit impaired- - - -

Transfer to lifetime credit impaired- - - -

Transfer to specific provision(2,203)- - (2,203)

Effect of changes in foreign exchange rate- - (75)(75)

Impaired asset expense 43,5549610,56614,216

Write offs(1,035)- (6,919)(7,954)

Recovery of amounts written off- - 293293

Sale of portfolio

- - (505)

(505)

Closing balance as at 31 December 201823,518 144 26,813 50,475

29,703 144 26,813 56,660

(f)Undrawn balances for individually impaired assets

(g)Other assets under administration

14Liquidity risk

The Banking Group holds the following financial assets for the purpose of managing liquidity risk:

Unaudited

$000Dec 2018

Cash and cash equivalents75,770

Investments309,267

Undrawn committed bank facilities122,056

Total liquidity507,093

As at 31 December 2018 there $0.01 million undrawn lending commitments to counterparties for whom drawn balances are classified as individually

impaired (December 2017: $0.20 million; June 2018: $0.20 million).

Other assets under administration are any loans, not being individually impaired or 90 days or more past due, where the customer is in any form of

voluntary or involuntary administration, including receivership, liquidation, bankruptcy or statutory management. As at 31 December 2018, the Banking

Group had $2.29 million assets under administration (December 2017: $1.60 million; June 2018: $1.19 million).

ResidentialAll otherTotalCorporate

36

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


14Liquidity risk (continued)

Contractual liquidity profile of financial assets and liabilities

The Banking Group does not manage its liquidity risk on a contractual liquidity basis.

On0-66-121-22-55+Total

$000DemandMonthsMonthsYearsYearsYears

Unaudited - Dec 2018

Financial assets

Cash and cash equivalents75,770- - - - - 75,770

Investments- 87,94025,643107,534101,2639,694332,074

Finance receivables- 827,498494,834684,7351,285,4242,713,9926,006,483

Finance receivables - securitised- 38,16635,09658,36741,923- 173,552

Derivative financial assets- 1,238- - - - 1,238

Other financial assets- 1,337- - - - 1,337

Total financial assets75,770956,179555,573850,6361,428,6102,723,6866,590,454

Financial liabilities

Borrowings919,1611,434,073 584,482 215,055 208,952 6823,362,405

Borrowings - securitised- 18,79521,10993,647- - 133,551

Derivative financial liabilities- 148- - - - 148

Other financial liabilities- 16,005- - - - 16,005

Total financial liabilities919,1611,469,021605,591308,702208,9526823,512,109

Net financial (liabilities) / assets(843,391)(512,842)(50,018)541,9341,219,6582,723,0043,078,345

Unrecognised loan commitments78,535- - - - - 78,535

Undrawn committed bank facilities122,056- - - - - 122,056

The following tables present the Banking Group's financial assets and liabilities by relevant maturity groupings based upon contractual maturity date. The

amounts disclosed in the table represents undiscounted future principal and interest cash flows. As a result, the amounts in the table below may differ to

the amounts reported in the Consolidated Interim Statement of Financial Position.

The contractual cash flows presented below may differ significantly from actual cash flows. This occurs as a result of future actions by the Banking Group

and its counterparties, such as early repayments or refinancing of term loans and borrowings. Deposits and other public borrowings include customer

savings deposits and transactional accounts, which are at call. History demonstrates that such accounts provide a stable source of long term funding for

the Banking Group.

Undrawncommittedbankfacilitiesof$122millionareavailabletobedrawndownondemand.Totheextentdrawn,$122millioniscontractuallyrepayable

in 1-2 years' time upon facility expiry.

37

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


15Interest rate risk

Contractual repricing analysis

0-33-66-121-22+Non-Total

MonthsMonthsMonthsYearsYearsinterest

$000bearing

Unaudited - Dec 2018

Financial assets

Cash and cash equivalents75,764- - - - 675,770

Investments63,23220,08021,850125,73478,3709,695318,961

Due from related parties47,92347,923

Finance receivables2,108,543160,972286,910435,562308,6249,7903,310,401

Finance receivables - securitised14,87915,65430,14852,73240,179- 153,592

Derivative financial assets1,238- - - - - 1,238

Other financial assets - - - - - 1,3371,337

Total financial assets2,263,656196,706338,908614,028427,17368,7513,909,222

Financial liabilities

Borrowings1,705,660605,703566,112196,392194,34716,6083,284,822

Borrowings - securitised127,944- - - - - 127,944

Derivative financial liabilities148- - - - - 148

Other financial liabilities- - - - - 16,00516,005

Total financial liabilities1,833,752605,703566,112196,392194,34732,6133,428,919

Effect of derivatives held for risk management390,757(110,563)(51,844)(269,285)40,935- -

Net financial assets / (liabilities)820,661(519,560)(279,048)148,351273,76136,138480,303

16Concentrations of funding

(a)Concentration of funding by industry

Unaudited

$000Dec 2018

Agriculture78,120

Forestry and Fishing19,561

Mining155

Manufacturing11,932

Finance & Insurance573,672

Wholesale Trade8,871

Retail Trade15,584

Households2,302,366

Property and Business Services100,142

Transport and Storage4,340

Other146,121

3,260,864

Subordinated notes-

Unsubordinated notes151,902

Total borrowings3,412,766

The interest rate risk profile of financial assets and liabilities that follows has been prepared on the basis of maturity or next repricing date, whichever is

earlier.

38

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


16Concentrations of funding (continued)

(b)Concentration of funding by geographical area

Auckland1,032,541

Wellington273,389

Rest of North Island752,611

Canterbury918,442

Rest of South Island251,470

Overseas184,313

Total borrowings3,412,766

Other Disclosures

17Structured entities

(a)Heartland Cash and Term PIE Fund (Heartland PIE Fund)

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Deposits140,01297,546115,095

(b)Seniors Warehouse Trust (SW Trust) and ASF Settlement Trust (ASF Trust)

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Cash and cash equivalents

-

8,94012,207

Finance receivables

-

616,485676,837

Borrowings

-

(537,969)(14,510)

Derivative financial instruments

-

(195)-

(c)Heartland ABCP Trust 1 (ABCP Trust)

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Cash and cash equivalents

-

11,3603,625

Finance receivables - securitised

-

124,23680,269

Borrowings - securitised

-

(115,059)(47,504)

Derivative financial liabilities - securitised

-

(822)(496)

At 30 June 2018 and 31 December 2017 the Banking Group had securitised a pool of receivables comprising commercial and motor vehicle loans sold to

ABCP Trust.

The Banking Group continued to recognise the securitised assets and associated borrowings in the Consolidated Statement of Financial Position. Although

the Banking Group recognised those interests in the ABCP Trust, the loans sold to the Trust were set aside for the benefit of investors in the ABCP Trust

and other depositors and lenders to the Banking Group had no recourse to those assets.

On 29 August 2018 the assets of the ABCP Trust were purchased by Heartland Bank Limited and the ABCP Trust dissolved.

SW Trust and ASF Trust form part of Australian Seniors Finance reverse mortgage business and were both set up by ASF, as asset holding entities. The

Trustee for both Trusts is ASF Custodians Pty Limited and the Trust Manager is ASF. The reverse mortgage loans held by the Trusts were set aside for the

benefit of the funder and bank depositors had no recourse to these assets. On 31 October 2018 the assets of SW Trust and ASF Trust were sold to

Heartland Group Holdings Limited.

The Banking Group controls the operations of Heartland PIE Fund which is a portfolio investment entity that invests in the Bank's deposits. Investments of

Heartland PIE Fund are represented as follows:

39

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


17Structured entities (continued)

(d)Heartland Auto Receivables Warehouse Trust (Auto Warehouse)

UnauditedUnauditedAudited

$000NOTEDec 2018Dec 2017Jun 2018

Cash and cash equivalents - securitised7,821- -

Finance receivables - securitised6153,837- -

Borrowings - securitised7(127,944)- -

Derivative financial liabilities - securitised(33)- -

18Capital adequacy

The capital adequacy tables set out on the following pages summarise the composition of regulatory capital and the capital adequacy ratios for the Banking

Group as at 31 December 2018.

The Banking Group has adopted the Basel II standardised approach per the RBNZ BS2A to calculate its regulatory requirements. Basel II is made up of the

following three Pillars:

Basel III was developed in order to strengthen the regulation, supervision and risk management of the banking sector. The measures aim to improve the

banking sector's ability to absorb shocks arising from financial and economic stress; improve risk management and governance; and strengthen banks'

transparency and disclosures. The requirements that impact capital are as follows:

- Pillar 3 outlines the requirements for adequate and transparent disclosure.

- Pillar 2 is designed to ensure that banks have adequate capital to support all risks (not just those set out under Pillar 1 above) and is enforced

through the requirement for supervisory review.

- Pillar 1 sets out the minimum capital requirements for credit, market and operational and compliance risks.

The Banking Group continues to recognise the securitised assets and associated borrowings in the Consolidated Statement of Financial Position. Although

the Banking Group recognises those interests in Auto Warehouse, the loans sold to the Trust are set aside for the benefit of investors in Auto Warehouse

and other depositors and lenders to the Banking Group have no recourse to those assets.

- The level of capital required to be held by banks increased through the introduction of new minimum capital requirements for Common Equity Tier 1

(CET1) capital, Additional Tier 1 (AT1) capital and Total capital as a percentage of risk-weighted-assets (RWAs).

- Strengthen the calculation of RWAs, particularly in respect of counterparty credit risk.

- A capital conservation buffer held over and above the minimum capital ratio requirements used to absorb losses during periods of financial and

economic stress.

- A counter-cyclical capital buffer be held and to be used at the RBNZ's discretion, to assist in attaining the macro-prudential goal of protecting the

banking sector from periods of extraordinary excess aggregate credit growth.

At 31 December 2018 the Banking Group had securitised a pool of receivables comprising commercial and motor vehicle loans sold to Auto Warehouse.

The Banking Group is subject to regulation by the Reserve Bank of New Zealand (RBNZ). The RBNZ has set minimum regulatory capital requirements for

banks that are consistent with the internationally agreed framework developed by the Basel Committee on Banking Supervision. The resulting Basel II and

III requirements define what is acceptable as capital and provide for methods of measuring the risks incurred by the Banking Group.

The Bank's Conditions of Registration prescribe minimum capital adequacy ratios calculated in accordance with the Capital Adequacy Framework

(Standardised Approach) BS2A.

40

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

Internal Capital Adequacy Assessment Process (ICAAP)

(a)Capital ratios

Unaudited

$000Dec 2018

Tier 1 capital

CET1 capital

Paid-up ordinary shares issued by the Bank550,899

Retained earnings (net of appropriations)33,541

Accumulated other comprehensive income and other disclosed reserves4,659

Less deductions from CET1 capital

Intangible assets(58,051)

Deferred tax assets(11,192)

Hedging reserve299

Defined benefit superannuation fund asset(813)

Total CET1 capital519,342

AT1 capital

Nil-

Total Tier 1 capital519,342

Tier 2 capital

Nil-

Total Tier 2 capital-

Total capital519,342

(b)Capital structure

Ordinary shares

The Board has overall responsibility for ensuring the Banking Group has adequate capital in relation to its risk profile and establishes minimum internal

capital levels and limits above the regulatory minimum. The Banking Group has established a Capital Management Policy (CMP) to determine minimum

capital levels for Tier 1 and total capital under Basel III and in accordance with its Conditions of Registration. The documented process ensures that the

Banking Group has sufficient available capital to meet minimum capital requirements, even in stressed events. It describes the risk profile of the Banking

Group and the risk appetite and tolerances under which it operates, and assesses the level of capital held against the material risks of the Banking Group

(both Pillar 1 and Pillar 2).

The following details summarise each instrument included within Total capital. None of these instruments are subject to phase-out from eligibility as capital

under the RBNZ's Basel III transitional arrangements.

In accordance with BS2A, ordinary share capital is classified as CET1 capital. The ordinary shares have no par value. Each ordinary share of the Bank

carries the right to vote on a poll at meetings of shareholders, the right to an equal share in dividends authorised by the Board and the right to an equal

share in the distribution of the surplus assets of the Bank in the event of liquidation.

The ICAAP identifies the additional capital required to be held against other material risks, being concentration risk, strategic / business risk, reputational

risk, regulatory risk and model risk. See Note 18(l) for further details.

Compliance with minimum capital levels is monitored by the Asset and Liability Committee (ALCO) and reported to the Board monthly. The ICAAP and

CMP is reviewed annually by the Board.

The Banking Group has an ICAAP which complies with the requirements set out in the "Guidelines on a Bank's Internal Capital Adequacy Assessment

Process (ICAAP)" BS12 and is in accordance with its Conditions of Registration.

41

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

Retained earnings

Reserves classified as CET1 capital

Employee benefits reserve

Debt instrument fair value reserve

Defined benefit reserve

Hedging reserve

Retained earnings is the accumulated profit or loss that has been retained in the Banking Group. Retained earnings is classified as CET1 capital.

Thedebtinstrumentfairvaluereservecomprisesthechangesinthefairvalueofdebtinstrumentsecurities,net

oftax.Thesechangesarerecognisedinprofitorlossasotherincomewhenthedebtinstrumentiseither

derecognised or impaired.

Thedefinedbenefitplanreserverepresentstheexcessofthefairvalueoftheassetsofthedefinedbenefit

superannuation plan over the net present value of the defined benefit obligations.

The hedging reserve comprises the fair value gains and losses associated with the effective portion of

designated cash flow hedging instruments.

Theemployeebenefitsreservecomprisesemployeeshareoptionswhichhavebeenrecognisedasanexpense

but not yet been exercised and converted into ordinary shares.

42

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

(c)Credit risk

(i)On-balance-sheet exposures

$000%$000$000

Unaudited - Dec 2018

Cash60%- -

Multilateral development banks98,7360%- -

Multilateral development banks105,21220%21,0421,683

Banks - Tier 1109,33020%21,8661,749

Banks - Tier 28,19050%4,095328

Banks - Tier 319,448100%19,4481,556

Public sector entity (AA- and above)24,27820%4,856388

Public sector entity (A- and above)- 50%- -

Corporates (AA- and above)- 20%- -

Corporates (A- and above)6,29950%3,150252

Corporates (BBB- and above)13,539100%13,5391,083

Welcome Home Loans - loan to value ratio (LVR) <= 90%

1

3,39435%1,18895

Welcome Home Loans - LVR 90% >= 100%

1

19850%998

Reverse Residential mortgages <= 60% LVR518,44250%259,22120,738

Reverse Residential mortgages 60 <= 80% LVR12,51980%10,015801

Reverse Residential mortgages > 80% LVR2,091100%2,091167

Non Property Investment Mortgage Loan <=80% LVR18,50535%6,477518

Non Property Investment Mortgage Loan 80 <= 90% LVR2,75350%1,377110

Non Property Investment Mortgage Loan 90 <= 100% LVR44875%33627

Non Property Investment Mortgage Loan > 100% LVR1,108100%1,10889

Property Investment Mortgage Loan <= 80% LVR9,91540%3,966317

Property Investment Mortgage Loan 80 <= 90% LVR1,00470%70356

Property Investment Mortgage Loan 90 <= 100% LVR- 90%- -

Property Investment Mortgage Loan < 100% LVR- 100%- -

Past due residential mortgages355100%35528

Other past due assets - provision >= 20%22,462100%22,4621,797

Other past due assets - provision < 20%30,834150%46,2523,700

All other equity holdings9,694400%38,7763,102

Other assets2,929,202100%2,929,202234,336

Not risk weighted assets70,0560%- -

4,018,0183,411,624272,928

1

Total on balance sheet exposures

Average

Risk

weight

Total

exposure

after credit

risk

mitigation

Minimum

Pillar 1

capital

requirement

The LVR classification above is calculated in line with the Banking Group's Pillar 1 Capital requirement which includes capital relief for Welcome Home

loans that are guaranteed by the Crown.

Risk

weighted

exposure

43

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

(ii)Off-balance sheet exposures

$000%$000%$000$000

Unaudited - Dec 2018

Off balance sheet exposures

Direct credit substitute4,236100%4,236100%4,236339

Performance-related contingency2,18150%1,091100%1,09187

88,16150%44,081100%44,0813,526

6,11950%3,06050%1,530122

3,05120%610100%61049

Market related contracts:

1

Interest rate contracts496,702n/a- 20%- -

Interest rate contracts460,8660.5%2,30420%46137

Total off balance sheet exposures1,061,31655,38252,0094,160

1

(d)Additional mortgage information - LVR range

$000

Unaudited - Dec 2018

Does not exceed 80%559,38110,044569,425

Exceeds 80% but not 90%9,242- 9,242

Exceeds 90%2,109- 2,109

570,73210,044580,776

2

(e)Reconciliation of mortgage related amounts

Unaudited

$000Dec 2018

Loans and advances - loans with residential mortgages570,732

On balance sheet residential mortgage exposures subject to the standardised approach570,732

Off balance sheet mortgage exposures subject to the standardised approach10,044

Total residential exposures subject to the standardised approach580,776

Total

exposure

Other commitments where original maturity is less than or equal to

one year

Other commitments where original maturity is more than one year

Off balance

sheet

exposures

2

On balance

sheet

exposures

Credit

equivalent

amount

Other commitments where original maturity is more than one year

Total exposures

Credit

conversion

factor

Total

exposures

At 31 December 2017 $1.12 million relating to Welcome Home Loans, whose credit risk is mitigated by the Crown is included in "Exceeds 90% residential

mortgages". Other loans in the exceeds 90% LVR range are primarily business and rural lending where residential mortgage security is only a part of the

total security. For capital adequacy calculations only the value of first mortgages over residential property is included in the LVR calculation, in accordance

with BS2A. All new residential mortgage loans are in respect of non property investments lending and have a loan-to-valuation ratio of less than or equal to

80%.

The credit equivalent amount for market related contracts was calculated using the current exposure method.

Off balance sheet exposures represent unutilised limits.

Average risk

weight

Risk

weighted

exposure

Minimum

Pillar 1

capital

requirement

44

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

(f)Credit risk mitigation

(g)Operational risk

$000

Unaudited - Dec 2018

Operational risk235,03618,803

(h)Market risk

$000

Unaudited - Dec 2018

Market risk end-of-period capital chargeInterest rate risk only130,56910,446

Market risk peak end-of-day capital chargeInterest rate risk only149,46911,958

Market risk end-of-period capital chargeForeign currency risk only89,5487,164

Market risk peak end-of-day capital chargeForeign currency risk only183,25214,660

(i)Total capital requirements

$000

Unaudited - Dec 2018

Total credit risk

On balance sheet4,018,0183,411,624272,928

Off balance sheet1,061,31652,0094,160

Operational riskn/a235,03618,803

Market riskn/a220,11717,610

Totaln/a3,918,786313,501

(j)Capital ratios

UnauditedUnaudited

Dec 2018Dec 2017

Capital ratios compared to minimum ratio requirements

Common Equity Tier 1 capital expressed as a percentage of total risk weighted exposures13.25%14.31%

Minimum Common Equity Tier 1 capital as per Conditions of Registration4.50%4.50%

Tier 1 capital expressed as a percentage of total risk weighted exposures13.25%14.31%

Minimum Tier 1 capital as per Conditions of Registration6.00%6.00%

Total capital expressed as a percentage of total risk weighted exposures13.25%14.76%

Minimum Total capital as per Conditions of Registration8.00%8.00%

Buffer ratio5.25%

6.76%

Buffer ratio requirement2.50%2.50%

Total exposure after

credit risk mitigation

Risk weighted exposure

or implied risk weighted

exposure

Total capital requirement

Implied risk weighted

exposure

Total operational risk

capital requirement

Implied risk weighted

exposure

Aggregate capital charge

As at 31 December 2018 the Banking Group has $3.59 million of Welcome Home Loans, whose credit risk is mitigated by the Crown. Other than this the

Banking Group does not have any exposures covered by eligible collateral, guarantees and credit derivatives.

Peak end of day aggregate capital charge at the end of the period is derived by following the risk methodology for measuring capital requirements within

Part 10 of the standardised approach. Peak end of day aggregate capital charge is derived by determining the maximum end of month capital charge over

the reporting period. Based on the portfolio of the Banking Group's risk exposures, it is considered by management that the difference between end of

month aggregate capital charge and end of day aggregate capital charge is insignificant.

45

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 December 2018


18Capital adequacy (continued)

(k)Solo capital adequacy

UnauditedUnaudited

Dec 2018Dec 2017

Common Equity Tier 1 capital expressed as a percentage of total risk weighted exposures13.74%15.70%

Tier 1 capital expressed as a percentage of total risk weighted exposures13.74%15.70%

Total capital expressed as a percentage of total risk weighted exposures13.74%16.19%

(l)Capital for other material risks

19Insurance business, securitisation, funds management and other fiduciary activities

Insurance business

The Banking Group conducts insurance business through its subsidiary MARAC Insurance Limited (MIL).

Marketing and distribution of insurance products

Securitisation, funds management and other fiduciary activities

20Contingent liabilities and commitments

UnauditedUnauditedAudited

$000Dec 2018Dec 2017Jun 2018

Letters of credit, guarantee commitments and performance bonds6,4176,8906,847

Total contingent liabilities6,4176,8906,847

Undrawn facilities available to customers78,535164,153180,940

Conditional commitments to fund at future dates18,79777,41094,239

Total commitments97,332241,563275,179

21Events after reporting date

The Banking Group markets and distributes term life insurance and general insurance covering risks such as redundancy, bankruptcy or suspension of

employment. The insurance products are either underwritten by MIL, a subsidiary of the Bank, or sold by MIL on behalf of other parties who underwrite

those products themselves. There have been no material changes in the Banking Group's marketing and distribution of insurance products since the

reporting date of the previous disclosure statement.

In addition to the material risks included in the calculation of the capital ratios, the Banking Group has identified other material risks to be included in the

capital allocation (being concentration risk, strategic/ business risk, reputational risk, regulatory and model risk). As at 31 December 2018, the Banking

Group has made an internal capital allocation of $48.2million (December 2017: $104.89 million) to cover these risks.

The Banking Group's aggregate amount of insurance business comprises the total consolidated assets of MIL of $13.3 million, which is 0.34% of the total

consolidated assets of the Banking Group.

The Banking Group's objective is to minimise the insurance risk to within acceptable levels through the policies and procedures implemented by

management. Should adverse conditions arise, these policies and procedures are expected to mitigate the impact of the conditions on the Banking Group.

Changes to the Bank's involvement in securitisation activities are set out in note 17. There have been no material changes to the Bank's involvement in

funds management and other fiduciary activities, in either case since the reporting date of the previous disclosure statement.

There have been no material events after the reporting date that would affect the interpretation of the interim financial statements or the performance of the

Banking Group.

For the purposes of calculating capital adequacy on a solo basis, subsidiaries which are both wholly owned and wholly funded by the Bank are to be

consolidated with the Bank. Therefore, capital adequacy on a solo basis is calculated based on the Bank and its subsidiaries excluding Auto Receivables

Warehouse Trust.

46




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.




47


Independent Review Report

To the shareholder of Heartland Bank Limited

Report on the consolidated half year disclosure statement of Heartland Bank Limited (the “bank”) and its

controlled entities (the “banking group”)

Review conclusion

Based on our review of the interim consolidated

disclosure statement and supplementary

information of the bank and the banking group on

pages 11 to 46, nothing has come to our attention

that causes us to believe that:

i. the interim consolidated disclosure

statement do not present fairly in all

material respects the banking group’s

financial position as at 31 December 2018

and its financial performance and cash

flows for the 6 month period ended on

that date;

ii. the interim consolidated disclosure

statements (excluding the supplementary

information disclosed in accordance with

Schedules 5, 7, 9, 13, 16 and 18 of the

Registered Bank Disclosure Statements

(New Zealand Incorporated Registered

Banks) Order 2014 (as amended) (the

“Order”)), have not been prepared, in all

material respects, with NZ IAS 34 Interim

Financial Reporting (“NZ IAS 34”);

iii. the supplementary information, does not

fairly state, in all material respects, the

matters to which it relates in accordance

with Schedules 5, 7, 13, 16 and 18 of the

Order; and

iv. the supplementary information relating to

capital adequacy and regulatory liquidity

requirements, has not been prepared, in all

material respects, in accordance with the

Registered Banks conditions of

registration, Capital Adequacy Framework

(Standardised Approach) (BS2A) and

disclosed in accordance with Schedule 9

of the Order.

We have completed a review of the accompanying

consolidated half year disclosure statement which

comprises:

— the interim consolidated financial statements

formed of:

- the interim consolidated statement of

financial position as at 31 December 2018;

- the interim consolidated statements of

comprehensive income, changes in equity

and cash flows for the 6 month period then

ended; and

- notes to the interim consolidated financial

statements, including a summary of

significant accounting policies and other

explanatory information.

— the supplementary information prescribed in

Schedules 5, 7, 9, 13, 16 and 18 of the Order.






48


Basis for conclusion

A review of the consolidated half year disclosure statement in accordance with NZ SRE 2410 Review of

Financial Statements Performed by the Independent Auditor of the Entity (“NZ SRE 2410”) is a limited

assurance engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of the bank, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the

audit of the annual financial statements.

Our firm has also provided other services to the bank in relation to AGM scrutineering. Subject to certain

restrictions, partners and employees of our firm may also deal with the banking group on normal terms within

the ordinary course of trading activities of the business of the banking group. These matters have not impaired

our independence as reviewer of the bank. The firm has no other relationship with, or interest in, the banking

group.

Use of this independent review report

This independent review report is made solely to the shareholder as a body. Our review work has been

undertaken so that we might state to the shareholder those matters we are required to state to them in the

independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the shareholder as a body for our review work, this independent

review report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated half year

disclosure statement

The Directors, on behalf of the group, are responsible for:

— the preparation and fair presentation of the consolidated half year disclosure statement in accordance with

NZ IAS 34 and Schedules 3, 5, 7, 13, 16 and 18 of the Order;

— the preparation and fair presentation of the supplementary information in regards to capital adequacy and

regulatory liquidity requirements in accordance with the Registered Banks conditions of registration, Capital

Adequacy Framework (Standardised Approach) (BS2A) and Schedule 9 of the Order;

— implementing necessary internal control to enable the preparation of a consolidated half year disclosure

statement that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the review of the consolidated half year

disclosure statement

Our responsibility is to express a conclusion on the interim consolidated half year disclosure statement based on

our review. We conducted our review in accordance with NZ SRE 2410. NZ SRE 2410 requires us to conclude

whether anything has come to our attention that causes us to believe that the:






49


— the interim consolidated disclosure statement do not present fairly in all material respects the banking

group’s financial position as at 31 December 2018 and its financial performance and cash flows for the 6

month period ended on that date;

— the interim consolidated disclosure statement do not, in all material respects, comply with NZ IAS 34;

— the supplementary information does not, fairly state, in all material respects, the matters to which it relates

in accordance with Schedules 5, 7, 13, 16 and 18 of the Order; and

— the supplementary information relating to capital adequacy and regulatory liquidity requirements is not,

prepared in all material respects, in accordance with the Registered Banks Conditions of Registration,

Capital Adequacy Framework (Standardised Approach) (BS2A) and disclosed in accordance with Schedule 9

of the Order.

The procedures performed in a review are substantially less than those performed in an audit conducted in

accordance with International Standards on Auditing (New Zealand). Accordingly we do not express an audit

opinion on the interim consolidated disclosure statement.



KPMG

Auckland

19 February 2019

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