Heartland Bank Limited launches note offer

3314099 v1




Heartland Bank Limited launches note offer
Date 1 April 2019
Release Immediate

Heartland Bank Limited ("Issuer") today announced that it is offering up to $75,000,000 (with the
ability to accept oversubscriptions at its discretion) of 5 year, unsecured, unsubordinated, fixed
rate notes ("Notes" or “Offer”).

The Offer is made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as existing quoted debt securities (being the Issuer’s fixed rate notes
which are quoted on the NZX Debt Market under ticker code HBL010). The notice required by the
Financial Markets Conduct Regulations 2014 is attached. Full details of the Offer are set out in the
attached terms sheet.

A copy of the presentation that the Issuer will be giving to investors in connection with the Offer
is also attached.

The Notes will have a maturity date of 12 April 2024 and are expected to be quoted on the NZX
Debt Market. They are expected to have an issue credit rating of BBB from Fitch Ratings Ltd.

The indicative issue margin range is 1.75% per annum to 1.90% per annum. An announcement (via
NZX) of the actual margin (which may be above or below the indicative margin range), the interest
rate and the issue amount of the Notes will be made following the bookbuild process. This is
expected to be on 5 April 2019. The interest rate will not be less than 3.50% per annum.

Interest will be paid on the Notes semi-annually in arrear with the first interest payment due on
12 October 2019 (although because this is not a business day the payment will be made on
Monday 14 October, without any interest adjustment).

The Offer will open on 1
st
April 2019 and close on 5
th
April 2019. The Notes are expected to be
issued on 12 April 2019, with initial quotation and trading of the Notes on the NZX Debt Market
expected to occur on 15 April 2019.

All of the Notes (including any oversubscriptions) have been reserved for the Joint Lead Managers
(and their clients) and NZX Primary Market Participants and other institutional investors invited to
participate in the bookbuild.

Investors interested in the offer should contact any of the Joint Lead Managers (details below), a
NZX Primary Market Participant, or their usual financial adviser, to obtain details as to how Notes
may be acquired. There will be no public pool for the Notes.


Ends

3314099 v1
2
For more information please contact:

Joint Lead Managers
 BNZ 0800 284 017
 Commonwealth Bank of Australia (acting through its New Zealand branch) 0800 272 633
 Deutsche Craigs Limited 0800 226 263
 Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) 0800 942 822


Heartland Bank Limited

Michael Drumm
General Counsel
Michael.Drumm@heartland.co.nz
T: (09) 927 9136

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NZX/ASX Release
Notice pursuant to clause 20(1)(a) of schedule 8 of the Financial Markets Conduct
Regulations 2014
1 April 2019
Heartland Bank Limited (Heartland) gives notice under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014 (Regulations) that it proposes to make an offer
of fixed rate notes due 12 April 2024 (Notes) in reliance upon the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
The main terms of the Notes are set out in the terms sheet which accompanies this notice.
Except for the interest rate and maturity date, the Notes will have identical rights, privileges,
limitations and conditions as Heartland’s NZ$150,000,000 fixed rate notes maturing on 21
September 2022, which are quoted on the NZX Debt Market under the ticker code HBL010
(Quoted Notes) and therefore are of the same class as the Quoted Notes for the purposes of
the FMCA and the Regulations. The Quoted Notes have been continuously quoted on the
NZX Debt Market over the preceding 3 months.
As at the date of this notice, Heartland is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to the Quoted
Notes; and
(b) its financial reporting obligations (as defined in the Regulations).
As at the date of this notice, there is no excluded information required to be disclosed for
the purposes of the Regulations.
As at the date of this notice, there is no information that would be required to be disclosed
under a continuous disclosure obligation or which would be excluded information required
to be disclosed for the purposes of the Regulations if the Quoted Notes had had the same
redemption date or interest rate as the Notes being offered (as applicable).
For further information, please contact:
Heartland Bank Limited
Michael Drumm
General Counsel
Michael.Drumm@heartland.co.nz
T: (09) 927 9136

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Heartland Bank| Page 1
Heartland Bank Limited
Note Offer
April 2019

Heartland Bank| Page 2
•Heartland Bank Limited (Heartland Bank or Issuer or Company) is offering up to NZ$75,000,000 (with the ability to accept
oversubscriptions at the discretion of Heartland Bank) fixed rate notes due 12 April 2024(Notes) in reliance upon the exclusion in
clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
•The Notes will have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date)as
Heartland Bank’s NZ$150,000,000 unsecured unsubordinated, fixed rate, interest bearing notes (which have a fixed interest rate
of 4.50% per annum) maturing on 21 September 2022, which are currently quoted on the NZX Debt Market under the ticker code
HBL010 (Existing Notes).
•Accordingly, the Notes are of the same class as the Existing Notes for the purposes of the FMCA and the Financial Markets
Conduct Regulations 2014 (FMC Regulations).
•Heartland Bank is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for
the purpose of that information being made available to participants in the market and that information can be found by visiting
www.nzx.com/companies/HBL
•The Existing Notes are the only debt securities of Heartland Bank that are in the same class as the Notes.
•Investors should look at the market price of the Existing Notes referred to above to find out how the market assesses the returns
and risk premium for those notes.
•The Notes will constitute unsecured, unsubordinated debt obligations of Heartland Bank. The Notes will rank equally and without
any preference among themselves and at least equally with all other unsecured and unsubordinated indebtedness of Heartland
Bank, except indebtedness preferred by law and subject to laws affecting creditors’ rights generally and equitable principlesof
general application.
•Neither the repayment of, nor interest on, the Notes is guaranteed by any member of the Heartland Bank group or by any other
person.
Important Notice

Heartland Bank| Page 3
•This presentation has been prepared by Heartland Bank for the purpose of briefings in relation to its financial statements, and inrelation
to the offer of the Notes.
•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 and, in relation to the Offer of the Notes, the
Terms Sheet referred to below.
•The information in the Presentation has been prepared with due care and attention. However, except as provided in the FMCA, 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.
•Except as required by law or the NZX Listing Rules, 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.
•Any internet site addresses provided in this Presentation are for reference only and, except as expressly stated otherwise, the content of
any such internet site is not incorporated by reference into, and does not form part of, this Presentation.
•Unless otherwise indicated in this presentation, all financial results are those for the six months ended 31 December 2018 and all
comparisons are to the previous corresponding financial period of the six months ended 31 December 2017.
•This presentation is for preliminary purposes only. It is not an offer to issue or sell financial products and no part of it shallform the basis
of or be relied upon in connection with any contract or commitment whatsoever.
•The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any
recommendation to purchase or subscribe for any financial products. Nothing in this presentation constitutes legal, financial, tax or
other advice.
•A terms sheet dated 1 April 2019 (Terms Sheet) has been prepared in respect of the offer of the Notes. The Terms Sheet is an important
document and should be read carefully. Investors should not subscribe for Notes until they have read the Terms Sheet. Investors should
consider the risks which are associated with an investment in the Notes, particularly with regard to their personal circumstances
(including financial and tax issues). Investors should seek qualified independent financial advice before deciding to invest.
•The Terms Sheet sets out the applicable selling restrictions in respect of the Notes.
Disclaimer

Photo credit: Chris Williams
Heartland
Bank

Heartland Bank| Page 5
•Heartland Group Holdings is a financial services group
with operations in New Zealand and Australia. It is listed
on the NZX Main Board and the ASX Main Board under a
Foreign Exempt Listing. Its operating subsidiaries are:
•Heartland Bank-a New Zealand registered bank that
provides ‘best or only’ banking products focusing on
savings and deposits, reverse mortgages, motor vehicle
finance, business finance, rural finance and personal
lending; and
•Heartland Australia-a specialist provider of reverse
mortgage lending and also provides funding through
partners in the small business and consumer lending
sectors.
•This offer of Retail Notes is from Heartland Bank Limited.
No member of the Heartland Group Holdings Limited
group of companies will be guaranteeing the Notes.
Corporate structure
Shareholders
Heartland Australia
BBB-(Fitch Ratings)
Heartland Group
Holdings
BBB (Fitch Ratings)
Heartland Bank
BBB (Fitch Ratings)
ISSUER
Other Australian
subsidiaries
Other New Zealand
subsidiaries
NON –BANKING GROUP
BANKING GROUP
NZX Listed
ASX Listed

Heartland Bank| Page 6
Heartland Bank Board of Directors
Bruce Irvine
Chair& Independent Director
Jeff Greenslade
Executive Director
Kate Morrison
Independent Director
Ellie Comerford
Director
Vanessa Stoddard
Independent Director
John Harvey
Independent Director
Geoff Rickets
Director

Heartland Bank| Page 7
Gross finance receivables $189 million,
up $35 million (44.3% annualised growth
excluding FX)
Our partnership with Harmony enables
Heartland to lend through Harmoney
online platform for personal loans
New Zealand Harmoney and personal
lending grew 37.7% (annualised growth)
Gross finance receivables $1,040 million,
up $79 million (16.3% annualised growth)
Lending through our motor vehicle dealer
network continues to experience robust
growth -enabling customers to access
finance at point of sale
Gross finance receivables $533 million
(3)
,
up $26 million (10.3% annualised growth
excluding FX)
Primarily distributed through our
Heartland Seniors Finance sales team in
New Zealand
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.
Strong growth through Business
Intermediated (44.3% annualised growth)
and Open for Business (56.2% annualised
growth)
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
1.Excludes residential mortgage lending of $21 million as at 31 December 2018.
2.Excludes impact of changes in foreign currency exchange rates.
3.$50 million of AU Reverse Mortgages that was purchased by the Bank is included in the Gross Receivables and Reverse Mortgage numbers.
Heartland Bank
Australian Harmoney and personal
lending grew 77% (annualised growth
excluding FX)

Heartland Bank| Page 8
42.80%
44.14%
Heartland BankMajor Banks
Operating Expense Ratio
Net Interest Margin (NIM)
after Impairment
•Major Banks = Average ratios for ASB, ANZ, BNZ, Westpac, and KiwiBank from most recent disclosure statement.
•Heartland Bank’s figures are based on its disclosure statement for the six months ended 31 December 2018.
•NIM after impairment = (Interest Income –Interest Expense –Impairment Expense) divided by Average Interest Bearing Assets. Adjusted for Tier 2 bond repayment break costs.
•Cost to Income Ratio = Operating Expenses / Net Operating Income. Adjusted for corporate restructure, ASX listing costs, adverse impact of foreign currency movements, and Tier 2 bond repayment break costs.
•Common Equity Tier 1 and Core Funding Ratio for Major Banks as stated in the 31 December 2018 RBNZ Bank Financial Strength Dashboard.
Financial highlights
Capital
Common Equity Tier 1
Liquidity
Core Funding Ratio
13.25%
11.72%
Heartland BankMajor Banks
3.58%
2.12%
Heartland BankMajor Banks
97.80%
86.60%
Heartland BankMajor Banks

Heartland Bank| Page 9
Strong growth in Gross Finance Receivables
•The graph shows annualised growth in Gross Finance Receivables expressed in $ million.
•Harmoney and other personal lending includes NZ (up $24.5 million, 37.7% annualised growth) and Australia (up $10.2 million, 77.0% annualised growth excl. FX).
•$50 million of AU Reverse Mortgages that was purchased by the Bank is included in the Gross Receivables and Reverse Mortgage numbers.
↑44.3%
↑44.3%
↑16.3%
↑56.2%
↓4.5%
↓20.0%
↑10.3%
↓34.2%

Heartland Bank| Page 10
Concentration of credit risk
By geographic region
As at 31 December 2018
By industry sector
As at 31 December 2018
30%
6%
29%
12%
15%
8%
Auckland
Wellington
Rest of North Island
Canterbury
Rest of South Island
Rest of the world
18%
11%
6%
40%
11%
6%
9%
Agriculture
Finance & Insurance
Retail Trade
Households
Property & Business
Services
Transport and Storage
Other
•Heartland Bank’s figures are based on its disclosure statement for the six months ended 31 December 2018.

Heartland Bank| Page 11
•8.8% annualised growth in New Zealand
gross finance receivables funded by 7.1%
annualised growth in retail deposits
•88% retail deposit funded, with a
weighted average tenor for term deposits
of 12.6 months
•Funding diversity supported through a
range of wholesale facilities
•$150m inaugural retail note issuance
September 2017 with a fixed coupon of
4.50%, currently trading at approximately
3.04% in the secondary market with
approximately 3.5 years left to run
Borrowings
2,286
2,577
2,885
2,988
335
390
144
272
152
152
Jun-16Jun-17Jun-18Dec-18
RetailWholesaleRetail Notes
3,412
2,621
2,967
3,181
•Heartland Bank’s figures are based on its disclosure statement for the six months ended 31 December 2018.

Heartland Bank| Page 12
2%
18%
71%
3%
6%
Agriculture
Finance & Insurance
Households
Property & Business
Services
Other
30%
8%
22%
27%
7%
6%
Auckland
Wellington
Rest of North Island
Canterbury
Rest of South Island
Rest of the world
By geographic region
As at 31 December 2018
By industry sector
As at 31 December 2018
Concentration of funding
•Heartland Bank’s figures are based on its disclosure statement for the six months ended 31 December 2018.

Heartland Bank| Page 13
Liquidity
Liquidity Composition
As at 31 December 2018
1.3 month average as at 31 December 2018. Australian business assets removed from ratio calculation.
2.Quarterly Average of ASB, ANZ, BNZ, Westpac, and KiwiBank as at 31 December 2018 from the RBNZ Bank Financial Strength Dashboard.
•Heartland Bank manages a high quality liquid asset portfolio in line with regulatory requirements
•The liquid asset portfolio has a high proportion (66%) of primary liquid assets rated AAA+
RBNZ BS13 metrics
As at 31 December 2018
Liquidity Position
As at 31 December 2018
RBNZ
Minimum
Heartland
Bank
(1)
Major
Banks
(2)
1 Week
Mismatch Ratio
0.0%5.6%5.4%
1 month
Mismatch Ratio
0.0%7.7%6.4%
Core Funding
Ratio
75.0%97.8%86.6%
76m
309m
122m
Investments
Cash and cash equivalents
Undrawn committed bank facilites
507m
145m
Total LiquidtyLess than 1 year
wholesale debt
maturities

Heartland Bank| Page 14
•Heartland Bank no longer has any hybrid regulatory
capital after the Tier 2 notes were repaid as part of
corporate restructure in October 2018.
•Following the completion of the corporate restructure,
the Australian business now resides outside of the New
Zealand banking group, and is therefore not included in
Heartland Bank‘s capital ratio.
•The RBNZ capital review on New Zealand banks is at
consultation stage only with many details to be
clarified, and the RBNZ is yet to have made any final
decisions.
•If the RBNZ proposal was to be implemented in its
current form, Heartland Bank 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
HeartlandBanks’s financial position as at 31 December
2018.
Regulatory Capital
•Heartland Bank’s figures are based on its disclosure statement for the six months ended 31 December 2018.

Photo credit: Chris Williams
Divisional
Summary

Heartland Bank| Page 16
Motor Vehicle Finance
•Motor gross finance receivables increased $79.0m in the six months to 31 December 2018
to $1,039.9m (16.3% annualised growth)
•Motor Net Operating Income increased 8.9% to $28.2m
•Increased partnership with intermediaries offering 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 Bank| Page 17
New Zealand Reverse Mortgages
NZ Reverse Mortgages –
Gross Finance
Receivables
As at 31 December 2018
$533.3m
10.3%
annualised growth from June 2018
•NZ Reverse Mortgage gross finance receivables increased $26.3m in the six months to
31 Dec 2018 to $533.3m, 10.3% annualised growth, excl. FX)
•Increased focus on brand awareness and digital distribution
•Heartland Bank has assisted over 15,000 New Zealanders to live a more comfortable
retirement, with currently over 7,000 active customers

Heartland Bank| Page 18
Harmoney and other personal lending
•Harmoney and other personal lending gross finance
receivables increased $34.7m in the six months to 31
December 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
Harmoneyand 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 Bank| Page 19
Business Finance
•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 business continues to grow strongly with 44.3% annualised growth
•Business relationship lending decreased in line with strategy to reduce concentration risk
Business –Gross
Finance Receivables
As at 31 December 2018
$1,093.8m
6.1%
annualised growth from June 2018
Business Growth Receivables ($m)
83.1%
78.5%
69.8%
61.0%
53.2%
16.9%
20.3%
25.7%
30.5%
36.2%
1.2%
4.5%
8.5%
10.6%
$821.9
$909.1
$1,007.6
$1,061.4
$1,093.8
June-2015June-2016June-2017June-2018December-2018
RelationshipIntermediatedOpen for Business (1)
1.Refer to Digital Strategy slide for Open for Business commentary on page 21.

Heartland Bank| Page 20
Rural Finance
•Rural annualised gross receivables decreased 4.5%
•Reduction in lending through Rural Relationship and
Livestock Direct, but a small increase in digital Open for
Livestock lending.
•Continuing to manage down large Rural Relationship
lending to reduce concentration risk in this segment
•A combination of strong grass growth across the country
and Mycoplasma bovis saw the decrease in trading beef
livestock between breeders and finishers.
Rural –Gross Finance
Receivables
As at 31 December 2018
$645.5m
4.5%
annualised decrease from June 2018

Heartland Bank| Page 21
Digital Strategy
O4B
•Open for Business experienced strong growth with
gross receivables increasing 56.2% to $115.4 million
•Increased investment is required to raise awareness
and reach an estimated market of $5.6bn
1
•Outside specialist capital is being considered to
support development
Deposits: Mobile App
•10% Depositors now on App
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.

Photo credit: Chris Williams
Note Issue

Heartland Bank| Page 23
Summary of Terms
Issuer
Heartland Bank Limited (“Heartland Bank” or the “Issuer”)
Description
Unsecured, unsubordinated, medium term, fixed rate notes
Offer Amount
Up to NZ $75 million, with the ability to accept oversubscriptions at the discretion of
Heartland Bank
Tenor
5 years, maturing 12 April 2024
Expected Issue Credit Rating
BBB (Fitch Ratings Ltd)
Interest Rate
The greater of:
•
3.50 percent per annum; and
•
the aggregate of the Base Rate (5 year NZD swap rate) and the Margin set on the
Rate Set Date following a book build process
Indicative Margin
1.75 to 1.90 percent per annum. The actual Margin may be above orbelow this
range.
Frequency of Interest Payments
Interest will be payable semi-annually in arrear in equal amounts on each Interest
Payment Date (being each 12 April and 12 October during the term of the Notes,
commencing on 12 October 2019. Although because 12 October is not a Business
Day the payment will be made on Monday 14 October without any interest
adjustment, in accordance with the Business Day Convention)
Brokerage
Subscribers are not required to pay Heartland Bank any amounts over and above
the Issue Price in connection with their application for Notes. However, they may
have to pay brokerage to any firm from whom they receive an allocation of Notes.
Arranger & OrganisingParticipant
Bank of New Zealand
Joint Lead Managers
Bank of New Zealand, Commonwealth Bank of Australia (acting through its New
Zealand Branch), Deutsche Craigs Limited, Westpac Banking Corporation (ABN 33
007 457 141) (acting through its New Zealand Branch)
Listing and Quotation
The issuer has made application for the Notes to be quoted and listed on the NZX
Debt Market. The NZX ticker code HBL020 has been reserved for the Notes

Heartland Bank| Page 24
How to apply
•All of the Notes (including any oversubscriptions) have been reserved for the Joint Lead
Managers (and their clients) and NZX Primary Market Participants and other institutional
investors invited to participate in the book build
•There will be no public pool for the Notes
•Retail investors should contact any Joint Lead Manager, their financial adviser or any Primary
Market Participant for details on how they may acquire the Notes. A Primary Market
Participant can be found by visiting: www.nzx.com/investing/find-a-participant
•Any allotment of Notes (including any oversubscriptions) will be at the Issuer’s discretion, in
consultation with the Joint Lead Managers. The issuer reserves the right to refuse to make any
allotment (or part thereof) without giving any reason
•Applications cannot be withdrawn or revoked. Applications may be scaled in the event of
oversubscriptions. The Issuer in consultation with the Joint Lead Managers reserves the right to
scale at its discretion
•If an application for Notes is declined, any application money received by Heartland Bank will
be refunded (without interest) as soon as practicable, and in any event within 5 Business Days

Heartland Bank| Page 25
Key Dates
Launch Date1April 2019
Roadshow2 April 2019, 3 April 2019
Bookbuild1 April 2019 to 12:00pm5 April 2019
Rate Set Date5April 2019
Issue Date/ Allotment Date12 April 2019
ExpectedDate of Quotation 15 April 2019
FirstInterest Payment Date
12 October 2019 (payment will be madeon Monday 14 October as 12
October is not a business day)
Maturity Date 15 April 2024

Heartland Group 2019 Interim Results | Page 26
Questions

Heartland Bank| Page 27
Key Contacts
Heartland Bank Limited
Christopher Flood Kent Fraser
Chief Executive Officer Treasurer
chris.flood@heartland.co.nzkent.fraser@heartland.co.nz
027 226 6508 027 564 4933
Andrew Dixson Michael Drumm
Head of Corporate Finance General Counsel
andrew.dixson@heartland.co.nz michael.drumm@heartland.co.nz
021 263 2666029 552 8721
BNZ
0800 284 017
Commonwealth Bank of Australia (acting through its New Zealand branch)
0800 272 633
Deutsche Craigs Limited
0800 226 263
Westpac Banking Corporation (ABN 33 007 457 141 acting through its New Zealand branch)
0800 942 822

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Terms Sheet: Dated 1 April 2019
For an issue of unsecured, unsubordinated, medium term, fixed rate notes
This Terms Sheet sets out the key terms of an offer by Heartland Bank Limited (“Heartland Bank” or
“Issuer”) for an offer of up to NZ$75,000,000 (with the ability to accept oversubscriptions at
Heartland Bank’s discretion) fixed rate notes (“Notes”) under its Deed Poll dated 18 August 2017
(“Deed Poll”) as modified and supplemented by supplemental deed dated 29 March 2019
(“Supplemental Deed”).
IMPORTANT NOTICE
The offer of Notes by Heartland Bank is made in reliance upon the exclusion in clause 19 of schedule
1 of the Financial Markets Conduct Act 2013 (“FMCA”).
The offer contained in this Terms Sheet is an offer of Notes that have identical rights, privileges,
limitations and conditions (except for the interest rate and maturity date) as Heartland Bank’s
NZ$150,000,000 unsecured, unsubordinated, fixed rate, interest bearing notes (which have a fixed
interest rate of 4.50% per annum) maturing on 21 September 2022, which are currently quoted on
the NZX Debt Market under the ticker code HBL010 (“Existing Notes”).
Accordingly, the Notes are of the same class as the Existing Notes for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014 (“FMC Regulations”).
Heartland Bank is subject to a disclosure obligation that requires it to notify certain material
information to NZX Limited (NZX) for the purpose of that information being made available to
participants in the market and that information can be found by visiting
www.nzx.com/companies/HBL.
The Existing Notes are the only debt securities of Heartland Bank that are in the same class as the
Notes.
Investors should look at the market price of the Existing Notes referred to above to find out how the
market assesses the returns and risk premium for those notes.
Issuer
Heartland Bank.
Issue Price and Principal
Amount
NZ$1.00 per Note.
Term and Maturity Date 5 years maturing on 12 April 2024.
Description of the Notes Unsecured, unsubordinated, medium term, fixed rate notes.
Purpose General corporate purposes.
Offer Amount
Up to NZ$75 million, with the ability to accept oversubscriptions at
the discretion of Heartland Bank.

Minimum Application
Amount
NZ$5,000 and in multiples of NZ$1,000 thereafter.
Interest Rate
The Interest Rate will be fixed for the term of the Notes.

The Interest Rate will be the greater of:
• 3.50% per annum; and
• the aggregate of the Base Rate and the Margin.

The Margin may be above or below the Indicative Issue Margin
referred to below.
The Interest Rate will be announced by the Issuer via NZX on or
shortly after the Rate Set Date.

Further information regarding the Base Rate and the Margin is set
out below.
Base Rate
The mid-market rate for an interest rate swap of a term matching
the period from the Issue Date of the Notes to the Maturity Date as
calculated by the Arranger in consultation with the Issuer,
according to market convention, with reference to ICAP New
Zealand Limited (Bloomberg: ICNI > NZD Interest Rate Swaps) (or its
successor page) on the Rate Set Date (rounded to 2 decimal places,
if necessary, with 0.005 being rounded up).
Indicative Issue Margin (for
the purposes of the
bookbuild)
1.75-1.90% per annum.
Margin
The Margin (which may be above or below the Indicative Issue
Margin) will be set on the Rate Set Date by Heartland Bank in
consultation with the Arranger, following a bookbuild process
conducted by the Joint Lead Managers.
Bookbuild Opens 1 April 2019
Bookbuild Closes Midday, 5 April 2019
Rate Set Date 5 April 2019
Issue Date 12 April 2019
Expected Date of Initial
Quotation and Trading of the
Notes on the NZX Debt
Market
15 April 2019
Frequency of Interest
Payments
Interest will be payable semi-annually in arrear in equal amounts on
each Interest Payment Date.
Interest Payment Dates
Each 12 April and 12 October during the term of the Notes,
commencing on 12 October 2019 (although because 12 October is
not a Business Day the payment will be made on Monday 14
October without any interest adjustment, in accordance with the

Business Day Convention described below).
Entitlement to Interest
Payments
Holders on the Register as at 5pm on the 10th calendar day before
the relevant Interest Payment Date or, if that day is not a Business
Day, the preceding Business Day.
Who May Apply and
How to Apply
All of the Notes (including any oversubscriptions) have been
reserved for the Joint Lead Managers (and their clients) and NZX
Primary Market Participants and other institutional investors
invited to participate in the bookbuild.

There will be no public pool for the Notes.

Retail investors should contact any Joint Lead Manager, their
financial adviser or any Primary Market Participant for details on
how they may acquire the Notes. A Primary Market Participant can
be found by visiting: www.nzx.com/investing/find-a-participant

Any allotment of Notes (including any oversubscriptions) will be at
the Issuer’s discretion, in consultation with the Joint Lead
Managers. The Issuer reserves the right to refuse to make any
allotment (or part thereof) without giving any reason.

Applications cannot be withdrawn or revoked. Applications may be
scaled in the event of oversubscriptions. The Issuer in consultation
with the Joint Lead Managers reserves the right to scale at its
discretion.

If an application for Notes is declined, any application money
received by the Issuer will be refunded (without interest) as soon as
practicable, and in any event within 5 Business Days.
No Brokerage Payable by
Subscribers to Heartland
Bank
Subscribers are not required to pay Heartland Bank any amounts
over and above the Issue Price in connection with their application
for Notes. However, they may have to pay brokerage to any firm
from whom they receive an allocation of Notes.
Quotation
The Issuer has made application for the Notes to be quoted on the
NZX Debt Market, and it is a term of this offer that it will take any
necessary steps to ensure that the Notes are quoted immediately
after issue. NZX ticker code HBL020 has been reserved for the
Notes.
Minimum Transfer Amounts
and Minimum Holding
Notes may only be transferred in multiples of NZ$1,000. However,
no transfer may be effected if it would result in the transferor or
the transferee holding or continuing to hold Notes with an
aggregate Principal Amount of less than the minimum Principal
Amount of NZ$5,000.
Trading Notes on the NZX
Debt Market
Each investor’s financial adviser will be able to advise them as to
what arrangements will need to be put in place for investors to
trade the Notes, including obtaining a common shareholder

number (CSN) and authorisation code (FIN) and opening an account
with a Primary Market Participant as well as the costs and
timeframes for putting such arrangements in place.
Credit Ratings

Heartland Bank’s
Credit Rating
Expected Issue
Credit Rating
Fitch Ratings Ltd BBB (Outlook Stable) BBB
A credit rating is not a recommendation by any rating
organisation to buy, sell or hold Notes. The above rating
information is current at the date of this Terms Sheet and may
be subject to suspension, revision or withdrawal at any time
by Fitch Ratings Ltd. Fitch Ratings Ltd has not been involved in
the preparation of this Terms Sheet.

Business Days and Business
Day Convention
A Business Day is a day (other than a Saturday, Sunday or public
holiday) on which banks are open for general banking business in
Auckland and Wellington.

If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, the due date for the payment to be
made on that date will be the following Business Day (but with no
interest adjustment as a result of the delay in payment).
No Guarantee
The Notes are not guaranteed by any other member of the
Heartland Bank Group or by any other person.
Repayment Following Event
of Default
If an event of default (as defined in the Deed Poll) occurs a Note
holder may, by notice in writing to Heartland Bank, require any
Note held by that holder to be repaid early.

If the Notes are repaid on a date that is not an Interest Payment
Date following an event of default, the interest payable on the date
of repayment will be adjusted to reflect the number of days from
the previous Interest Payment Date (or the Issue Date if the Notes
are repaid prior to the first Interest Payment Date) to the date of
repayment.
Deed Poll and Supplemental
Deed
The terms and conditions of the Notes are set out in the Deed Poll,
taken together with the Supplemental Deed. Holders are bound by,
and are deemed to have notice of, the Deed Poll and Supplemental
Deed. Copies of these documents will be made available by
Heartland Bank for inspection by a Note holder at its address set
out under “Address Details” below. Copies can also be found on its
website at: https://www.heartland.co.nz/about-us/documents-
and-forms
ISIN NZHBLD0020L2
Approved Issuer Levy
The Issuer intends to register the Notes for approved issuer levy
(“AIL”) and, where it is eligible to do so in respect of interest paid to

a non-resident holder of Notes that is subject to the non-resident
withholding tax rules, to pay AIL in lieu of deducting non-resident
withholding tax. If the Notes qualify for the 0% rate of AIL, the
Issuer intends to apply the 0% rate. Otherwise, it will pay AIL at the
applicable rate and deduct the amount from interest paid to the
relevant holder.

Registrar & Paying Agent
Link Market Services Limited
The Notes will be accepted for settlement within the NZClear
system.
Arranger
Bank of New Zealand (“BNZ”)
Joint Lead Managers
BNZ, Commonwealth Bank of Australia (acting through its New
Zealand branch), Deutsche Craigs Limited, Westpac Banking
Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch).
Other Debt Securities
Heartland Bank may issue other series of Notes under the Deed Poll
(as well as other debt instruments) without the consent of Note
holders, on such terms as it thinks fit.
Selling Restrictions
The offer and subsequent transfers of Notes are subject to the
selling restrictions contained in the schedule to this Terms Sheet.
Governing Law New Zealand
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act
(Chapter 289 of Singapore) as modified or amended from time to
time (the "SFA"), Heartland Bank has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the SFA)
that the Notes are “prescribed capital markets products” (as
defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Important Information for
Australian Investors
Heartland Bank is neither a bank nor an authorised deposit-taking
institution which is authorised under the Banking Act 1959 of
Australia (Australian Banking Act) nor is Heartland Bank authorised
to carry on banking business under the Australian Banking Act.
Heartland Bank is not supervised by the Australian Prudential
Regulation Authority. The Notes are not guaranteed by the
Commonwealth of Australia or the Government of New Zealand.
An investment in any Notes issued by Heartland Bank will not be
covered by the depositor protection provisions in section 13A of
the Australian Banking Act and will not entitle Noteholders to claim
under the financial claims scheme under Division 2AA of the
Australian Banking Act.

The dates and times set out in this Terms Sheet are indicative only and are subject to change.
Heartland Bank has the right in its absolute discretion and without notice to close the offer early, to
extend the closing date for the offer, or to choose not to proceed with the offer. If the closing date
for the offer is extended, subsequent dates may be extended accordingly.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as
expressly stated otherwise, the content of any such internet site is not incorporated by reference
into, and does not form part of, this Terms Sheet.
Investors are personally responsible for ensuring compliance with all relevant laws and regulations
applicable to them (including any required registrations). Investors should seek qualified
independent financial and taxation advice before deciding to invest.
Address Details
Issuer Joint Lead Managers
Heartland Bank Limited
PO Box 9919
35 Teed Street
Newmarket
Auckland 1023

Registrar
Link Market Services Limited
PO Box 91976
Auckland 1142

Arranger
Bank of New Zealand
Private Bag 92208
Level 6, Deloitte Centre
80 Queen Street
Auckland


Bank of New Zealand
Private Bag 92208
Level 6, Deloitte Centre
80 Queen Street
Auckland

Commonwealth Bank of Australia
(acting through its New Zealand branch)
P.O. Box 35, Shortland Street
Level 6, ASB North Wharf
12 Jellicoe Street
Auckland 1010

Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010

Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
P.O. Box 934
Level 8, 16 Takutai Square
Auckland 1010

Schedule – Selling Restrictions
General
The Notes are only being offered to the public in New Zealand and to certain wholesale or
institutional investors in New Zealand and in certain overseas jurisdictions. Heartland Bank has not
taken and will not take any action which would permit a public offering of Notes, or possession or
distribution of any offering material in respect of the Notes, in any country or jurisdiction where
action for that purpose is required (other than New Zealand). The Notes may only be offered for
sale or sold in a jurisdiction other than New Zealand in compliance with all applicable laws and
regulations in any jurisdiction in which they are offered, sold or delivered.
Any information memorandum, disclosure statement, circular, advertisement or other offering
material in respect of the Notes may only be published, delivered or distributed in compliance with
all applicable laws and regulations (including those of the country or jurisdiction in which the
material is published, delivered or distributed) and the listing rules of any applicable stock exchange.
Set out below are specific selling restrictions that apply to an offer of the Notes in certain
jurisdictions outside New Zealand. These selling restrictions do not apply to an offer of the Notes in
New Zealand.
These selling restrictions may be modified by Heartland Bank and the Joint Lead Managers, including
following a change in a relevant law, regulation or directive. Persons into whose hands this Terms
Sheet comes are, and each subscriber is, required by Heartland Bank and the Joint Lead Managers to
comply with these selling restrictions and all applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or
distribute such offering material, in all cases at their own expense.
Indemnity
By subscribing for Notes, the subscriber agrees to indemnify Heartland Bank, the Joint Lead
Managers and their respective directors, officers, employees and agents in respect of any loss, cost,
liability or expense sustained or incurred as a result of the subscriber breaching the selling
restrictions contained in this schedule of this Terms Sheet.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(Corporations Act)) in relation to the Notes (including this Terms Sheet) has been, or will be, lodged
with, or registered by, the Australian Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the Notes for issue, sale or purchase in, to or
from Australia (including an offer or invitation which is received by a person in Australia);
and
(b) distribute or publish, any Terms Sheet, information memorandum, prospectus or any other
offering material or advertisement relating to the Notes in Australia,

unless:
i. the minimum aggregate consideration payable by each offeree or invitee is at least
A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding
moneys lent by the offeror or its associates) or the offer or invitation otherwise does not
require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;
ii. the offer or invitation is not made to a person who is a “retail client” within the meaning
of section 761G of the Corporations Act;
iii. such action complies with all applicable laws, regulations and directives; and
iv. such action does not require any document to be lodged with, or registered by, ASIC or
any other regulatory authority in Australia.
Each Joint Lead Manager has represented and agreed, and by applying for the Notes under this
Terms Sheet, each person to whom the Notes are issued (an Investor) will be deemed to have
represented and agreed, that it will comply with Banking exemption No. 1 of 2018 dated 21 March
2018 promulgated by the Australian Prudential Regulation Authority and which requires all offers
and transfers to be in parcels of not less than A$500,000 in aggregate principal amount. Banking
exemption No. 1 does not apply to transfers which occur outside Australia.
This Terms Sheet is not, and under no circumstances is to be construed as, an advertisement or
public offering of any Notes in Australia.
Relevant Member States of the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State), with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the Relevant
Implementation Date) no Notes have been offered and no Notes will be offered that are the subject
of the offering contemplated by this Terms Sheet in relation thereto to the public in that Relevant
Member State except that an offer of Notes to the public in the Relevant Member State may be
made with effect from the Relevant Implementation Date:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the any of the Joint Lead
Managers for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall require Heartland Bank, the Joint Lead Managers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of the Notes to the public in relation to
any Notes in any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the Notes to be offered so as to enable an
investor to decide to purchase or subscribe for the Notes, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant
Member State, and the expression Prospectus Directive means Directive 2003/71/EC (as amended
or superseded) and includes any relevant implementing measure in each Relevant Member State.
United Kingdom
No communication, invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (FSMA)) has been or may be made or
caused to be made or will be made in connection with the issue or sale of the Notes in circumstances
in which section 21(1) of the FSMA applies to Heartland Bank.
All applicable provisions of the FSMA with respect to anything done in relation to the Notes in, from
or otherwise involving the United Kingdom must be complied with.
Japan
The Notes have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the FIEA) in
reliance upon the exemption from the registration requirements since the offering constitutes the
small number private placement as provided for in "ha" of Article 2, Paragraph 3, Item 2 of the FIEA.
A Japanese Person who transfers the Notes shall not transfer or resell the Notes except where the
transferor transfers or resells all the Notes en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
Singapore
This Terms Sheet has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly this Terms Sheet or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be
circulated or distributed, nor may the Notes be offered or sold, or be made subject of an invitation
for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (a)
to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA,
(b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities based derivatives contracts (each term as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall
not be transferred within six months after that corporation or that trust has acquired the Notes
pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
(Securities and Securities-based Derivatives Contracts) Regulations 2018.
Hong Kong
No Notes have been offered or sold or will be or may be offered or sold in Hong Kong, by means of
any document other than (a) to professional investors as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other
circumstances which do not result in the document being a prospectus as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or
which do not constitute an offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Notes may be issued or in the possession
of any person or will be issued or be in the possession of any person in each case for the purpose of
issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of
only to persons outside Hong Kong or only to professional investors as defined in the SFO and any
rules made under the SFO.