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Heartland publishes Annual Report and Notice of Meeting

Annual Report29 September 2019HGHFinancials

NZX/ASX Release

Heartland publishes Annual Report and Notice of Meeting


30 September 2019


Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has today published its Annual

Report for the year ended 30 June 2019 and the Notice of Meeting for its 2019 Annual Meeting.


Annual Report

Heartland is pleased to release its Annual Report for the year ended 30 June 2019. Heartland’s

Annual Report is made up of the Annual Review and Financial Report. These are being sent to

shareholders today, copies of which are attached.


Notice of Meeting

Heartland’s Annual Meeting will be held on Tuesday 12 November 2019 at Chateau on the Park

(DoubleTree by Hilton), Riccarton, Christchurch commencing at 10am.


The Notice of Meeting and Voting/Proxy Form are being sent to shareholders today, copies of which

are attached.



-ENDS-


For further information, please contact:


Michael Drumm

General Counsel

Heartland Group Holdings Limited

09 927 9136

---

Mahi
tika

Mahi

tahi

Mahi

toa

Mahi

tipu

ANNUAL REVIEW 2019

Our mātāpono
(values) underpin who

we are and everything

we do. They were

created by our people

to be shared with our

customers, partners,

communities and

shareholders.

Mahi tahi

BE ONE TEAM

He waka eke noa. We’re all

in this together.

Mahi tipu

BE ALWAYS EVOLVING

Whāia te iti kahurangi.

Strive for excellence.

Mahi tika

DO THE RIGHT THING

Kia tika, kia pono. Do what’s

right and true.

Mahi toa

HAVE BIG AMBITION

Tū whitia te hopo. Feel the

fear and do it anyway.

P. 2
STRIVE FOR EXCELLENCE

P. 4

FEEL THE FEAR AND

DO IT ANYWAY

P. 6

2019 HIGHLIGHTS

P. 8

OUR BUSINESS

P. 10

FROM THE CHAIR

P. 13

FROM THE CEO

P. 19

CORPORATE RESTRUCTURE

P. 20

EMBRACING A CULTURE

OF INCLUSION

P. 22

BEING DIGITAL

P. 24

HEARTLAND GROUP BOARD

P. 26

HEARTLAND BANK BOARD

P. 28

STRATEGIC

MANAGEMENT GROUP

P. 30

OUR SUSTAINABLE

BUSINESS

P. 40

FINANCIAL COMMENTARY

P. 42

SUMMARY FINANCIALS

P. 4 4

DIRECTORY

See how we’re embracing a

culture of inclusion.

P. 2 0

Find out about our new structure.

P.19

P. 1

Heartland Annual Review 2019

CONTENTS

Our whakapapa goes
back nearly 150 years

and we’re always

evolving – mahi tipu.

We’re constantly

looking for new ways

to grow, deliver more

for our customers and

adapt to their needs.

Find out how we keep our

customers at the heart of

everything we do.

P. 32

Heartland Annual Review 2019

P. 2

WHĀIA TE ITI KAHURANGI

We have big ambition
– mahi toa. This last

year we said kia ora

to a new structure,

new products and

new markets. We

enhanced our digital

platforms, renewed

focus on the values

which underpin our

culture and took our

customer experiences

to new heights.

Kia ora

Find out more about our digital

developments.

P. 22

Heartland Annual Review 2019

P. 3

STRIVE FOR EXCELLENCE

Read what our Chair and CEO
have to say about the year that’s

been and what’s ahead.

P.10

Heartland Annual Review 2019

P. 4

TŪ WHITIA TE HOPO

For the year ahead,
our sights are set

on welcoming more

customers through

even better customer

experiences, benefits

and outcomes. We’re

confident this focus

will deliver greater

opportunities for our

people and more value

for our shareholders.

See our results for the 2019

financial year.

P. 42

Find out how we’re building a

sustainable business.

P. 3 0

Hello

Heartland Annual Review 2019

P. 5

FEEL THE FEAR AND DO IT ANYWAY

2019
Results

Gross finance receivables ($million)

DELIVERING SHAREHOLDER VALUE

Total shareholder return of 132% for the five

years ending 30 June 2019

1

.

132

%

0

1000

2000

3000

4000

5000

Jun-19Jun-18Jun-17Jun-16Jun-15

487554

36

339

767

722

424

55

367

841

804

436

3,125

2,877

679

96

408

934

903

519

3,576

661

155

457

1,061

961

697

4,017

656

205

561

1,118

1,089

758

4,407

AustraliaMotor

BusinessNZ Reverse Mortgages

Harmoney and other

personal lending

Rural

Other

STRONG GROWTH

ACROSS THE GROUP

Growth in gross finance receivables

of 10.5% to $4.4 billion.

10.5

%

1 Total shareholder return (TSR) means share price appreciation

plus dividends received. TSR has been calculated including the

benefit of imputation credits.

2 KPMG FIPS Report March 2019.

Heartland Annual Review 2019

P. 6

2019 HIGHLIGHTS

Net profit after tax
0

10

20

30

40

50

60

70

80

FY19FY18FY17FY16FY15

23.5

24.7

48.2

25.6

28.6

54.2

29.1

31.7

60.8

31.1

36.4

67.5

33.1

40.5

73.6

H1H2

PROFITABILITY CONTINUES TO INCREASE

Net profit after tax of $73.6 million,

an increase of 9.0%.

9.0

%

CONSISTENTLY HIGH NET INTEREST MARGIN

Net interest margin of 4.33% - higher than our

banking peers

2

.

4.33

%

11.1

%


RETURN ON

EQUITY

13.0

CENTS PER SHARE

Earnings per share

10.0

CENTS PER SHARE

Total dividend for the year

BBB

HEARTLAND BANK

CREDIT RATING

(FITCH RATING)

Outlook Stable

Investment Grade

6.5

CENTS PER SHARE

Final dividend declared

Heartland Annual Review 2019

P. 7

2019 HIGHLIGHTS

19.4
%

1,318.8

M

13.3

%

1,088.6

M

Our business

4.4

B

GROSS FINANCE RECEIVABLES

Reverse

Mortgages

AUSTRALIA

–Gross finance receivables $757.6m, up 24.0%.

–Distributed through brokers and our sales team

in Australia.

NEW ZEALAND

–Gross finance receivables $561.2m, up 11.4%.

–Primarily distributed through our sales team

in New Zealand.

Motor Vehicle

Finance

–Gross finance receivables $1,088.6m, up 13.3%.

–Distributed direct to customers and through our

motor vehicle dealer network to enable customers

to access finance at the point of sale.

Heartland Annual Review 2019

P. 8

OUR BUSINESS

24.9
%

224.6

M

0.6

%

656.4

M

3.5

%

1,118 . 2

M

4.4

B

GROSS FINANCE RECEIVABLES

Business Finance

OPEN FOR BUSINESS

–Gross finance receivables $133.3m, up 48.2%.

–Finance for small-to-medium sized businesses

available online through Heartland’s digital

Open for Business platform.

BUSINESS INTERMEDIATED

–Gross finance receivables $425.4m, up 31.4%.

–Working capital and plant and equipment

finance distributed through our partners

and intermediaries.

BUSINESS RELATIONSHIP

–Gross finance receivables $559.4m, down 16.1%.

–Working capital and plant and equipment

finance distributed through our relationship

managers.

Rural Finance

LIVESTOCK FINANCE

–Gross finance receivables $121.6m, up 18.8%.

–Livestock finance for farmers available online

through Heartland’s Open for Livestock platform.

RURAL RELATIONSHIP

–Gross finance receivables $534.8m, down 4.2%.

–Rural loans distributed through Heartland’s

relationship managers.

Harmoney and

other consumer

lending

–Gross finance receivables $224.6m, up 24.9%.

–Distributed through intermediary partners and

brokers, and enabled by Heartland’s partnership

with Harmoney.

Heartland Annual Review 2019

P. 9

OUR BUSINESS

Mahi tika.
Do the

right thing.

On behalf of the Board, it is

my pleasure to report another

successful year for Heartland.

The Group delivered a net

profit after tax of $73.6 million,

representing an increase of 9.0%

in profitability. At the centre of

Heartland’s continued growth

is an intensified focus on our

customers and support for the

communities we serve.

9

%

INCREASE IN PROFITABILITY

FOR HEARTLAND.

Heartland Annual Review 2019

P. 10

FROM THE CHAIR

1 The “Bank Conduct and Culture – Findings from an FMA and RBNZ
review of conduct and culture in New Zealand retail banks” report,

dated November 2018 and published by the FMA and RBNZ, which

summarised the results of their joint review on conduct and culture

found that “conduct and culture issues do not appear to be widespread

in banks in New Zealand”.

2 The Heartland Trust is a registered charitable trust which is independent

from, but closely supported by, Heartland Bank and Heartland Group.

KEEPING CUSTOMERS AT OUR HEART

Doing the right thing for our customers is essential

to building a sustainable, successful business.

We build a strong foundation for this when we

keep our customers’ needs at heart and focus on

their long-term outcomes in everything we do.

Doing the right thing is something we pride

ourselves on, and is reflected in one of Heartland’s

mātāpono (values) – mahi tika.

Heartland is proud to offer products that can

contribute to positive social outcomes. Examples

of this include through our Heartland Reverse

Mortgage, both in New Zealand and Australia,

which provides people with the ability to enjoy

a more comfortable retirement in their own home

– a place that so often connects people with their

friends, family and community.

Heartland’s small business loans are another great

example – we recognise the crucial role these

businesses play in our economy. We support the

growth of these businesses, helping the owners

to reach their goals with secured or unsecured

loans – meaning they don’t have to mortgage

the family home to finance their business.

The financial services sector has seen considerable

regulatory activity this financial year with the FMA

and RBNZ reporting on their findings following a

review of conduct and culture in New Zealand retail

banks. Overall, the findings from the review concluded

that there does not appear to be widespread conduct

and culture issues in New Zealand banks

1

, but there is

room for improvement.

Heartland is committed to continuous improvement

in all areas identified by the FMA and RBNZ. On

29 March 2019, as required of all banks, Heartland

submitted a workplan to the FMA and RBNZ

addressing improvement in conduct and culture and

is currently working through the plan and focusing

on iterative improvement across the organisation.

$

617.3

k

PAID TOWARDS SPONSORSHIP AND

COMMUNITY ACTIVITIES THIS YEAR

BY THE HEARTLAND TRUST.

SUPPORTING OUR COMMUNITIES

Heartland recognises the responsibility it has to

the communities in which we serve and aims to give

back and provide a positive social impact through

a range of sponsorships from the Heartland Trust

2

.

This year, the Heartland Trust continued its support

of education through the InZone Education

Foundation which aims to enhance the educational

outcomes of Māori and Pasifika youth by providing

them opportunities to access high-performing

state schools through boarding hostels within

school zones.

As part of our support of InZone, Heartland’s

internship programme continued, this time

welcoming 20 students into paid internship

positions over their summer holiday. The internship

programme has been a success so far, leading to

seven interns continuing employment with

Heartland Bank, and we look forward to welcoming

more students in December.

Furthering our support of te reo Māori and

education, the Heartland Trust this year began

sponsorship of Te Matatini festival (New Zealand’s

national kapa haka festival held every two years),

and the Kupe Leadership Scholarship (a scholarship

which aims to develop our country’s future leaders).

Mental wellbeing is another area of high importance

to Heartland, and this year the Heartland Trust

continued to sponsor Lifeline (a confidential phone

line service for New Zealanders going through

difficult times) and Auckland City Mission’s

HomeGround project (a purpose-built facility

which aims to provide much needed support to

those who need it most).

Heartland Annual Review 2019

P. 11

FROM THE CHAIR

3 Total shareholder return (TSR) means share price appreciation plus
dividends received. TSR has been calculated including the benefit of

imputation credits.

This year was the Heartland Trust’s third year as

the platinum sponsor of the Auckland Writer’s

Festival which once again featured a variety of

speakers from a range of backgrounds. We’re

proud to sponsor an event that caters to a diverse

audience, encouraging and inspiring people to fall

in love with the written word.

This year, the Heartland Trust paid $617,309

towards sponsorship and community activities.

BOARD APPOINTMENTS

During the year, we welcomed Kate Morrison to the

Heartland Bank Board as an independent director.

Kate brings outstanding leadership and governance

experience, further diversifying the Board’s skill set.

Kate has 20 years of experience of working in

investment banking and co-runs a Christchurch-

based consulting business, advising SMEs on

succession planning, strategy and governance,

as well as holding directorships with a number

of companies.

CREATING SHAREHOLDER VALUE

The Board resolved to pay a fully imputed final

dividend of 6.5 cents per share on Friday 6

September 2019 to all shareholders on Heartland’s

register at 5.00pm on Friday 23 August 2019.

Together with the interim dividend of 3.5 cents per

share, the total dividend for the year was 10.0 cents

per share, an increase of 1.0 cent per share from the

total dividend for 2018.

Total shareholder return

3

(TSR) was 132% for the

five years ending 30 June 2019, compared with TSR

of 104% for the NZX50. This is an excellent outcome

for our shareholders.

OUTLOOK

The Board is confident in Heartland’s ability to

continue achieving strong growth and profitability,

while maintaining positive outcomes for customers.

Heartland expects its net profit after tax for the

year ending 30 June 2020 to be in the range of

$77 million to $80 million.

Finally, I wish to thank the Heartland team for their

significant efforts this year in helping Heartland

continue to deliver value to its customers,

communities and shareholders.

Geoff Ricketts

Chair

Heartland Annual Review 2019

P. 12

FROM THE CHAIR

Mahi toa.
Have big

ambition.

Heartland achieved another

strong year of growth.

Importantly, we also made

great progress towards non-

financial goals. In particular, our

renewed Heartland mātāpono

(values) reflect the importance

we place on diversity, inclusion,

and supporting the wellbeing

of our people while keeping our

customers’ needs at the forefront

of our business decisions.

FINANCIAL PERFORMANCE

Heartland’s Net Profit after Tax (NPAT) was

$73.6 million (9% increase) and was impacted by

one-off costs of $4.2 million associated with the

corporate restructure and ASX listing. We consider

this to be a good financial result.

A Net Interest Margin (NIM) of 4.33% was

achieved for the year. The NIM was 0.09% lower

than the previous financial year despite relatively

strong growth in lower margin reverse mortgages

and $1.1 million of break costs incurred due to

the early repayment of the Tier 2 Australian dollar

subordinated bond. Excluding the break costs,

NIM was 4.35%.

Return on Equity (ROE) was 11.1%, unchanged

from the previous financial year. However,

ROE in the second half of this financial year

improved to 12.2% from 10.3% in the first half.

Net Tangible Assets (NTA) increased by $9.0 million

to $593.5 million. NTA per share was $1.04,

unchanged from the previous financial year.

Heartland Annual Review 2019

P. 13

FROM THE CEO

Continued efficiencies leveraged through
scalable growth, digital initiatives and cost control

resulted in a cost to income ratio of 41.6%.

Excluding one-off costs related to the corporate

restructure and ASX referred to above, the cost to

income ratio was 39.9% – an improvement from

40.9% the prior year.

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. As a result, impairment expense

for this year was not directly comparable to the

previous year primarily due to the new requirement

to provide for impairment losses on all loans, not

just those past due or impaired. This particularly

impacted Harmoney and Motor which had high

growth and, in the case of Harmoney, higher

expected loss rates than other segments.

GROWTH ACROSS THE GROUP

Our ambitions are big. Heartland’s attention

remains on providing banking and financial products

to people who have traditionally been under-served

by mainstream banks. We do this across our three

areas of strategic focus: New Zealand Banking,

Australian Reverse Mortgages and Digital.

NEW ZEALAND BANKING

Heartland Bank’s focus remains on delivering

best or only products to depositors and borrowers

through continued growth in niche markets.

Strong growth was achieved in New Zealand

Reverse Mortgages, with net receivables growing

by 11.4%. Reported growth increased 22.8%

to $561.2 million due to $54.7 million of Australian

Reverse Mortgages being transferred from

Australia to New Zealand, offset by an adverse

foreign exchange impact of $2.0 million. There are

significant growth opportunities for New Zealand

Reverse Mortgages and increased investment

in marketing is planned for the 2020 financial

year to raise product awareness.

Heartland’s Motor vehicle finance book

continued its strong growth with a 13.3%

increase in net receivables through motor dealer

lending (car dealerships, brokers and partnerships

such as Holden and Jaguar Land Rover).

Business Intermediated lending continues to

deliver growth, with net receivables up 31.4%.

Business Relationship lending continues to be

managed down as part of our strategy to reduce

low margin risk concentration. Accordingly, Business

Relationship receivables reduced by $107.0 million.

Open for Livestock is Heartland’s livestock finance

online channel which helps farmers to purchase and

trade livestock without having to mortgage their

farm. Livestock Finance receivables increased

18.8%. Overall Rural receivables decreased by

0.6% as Heartland continues to manage down larger

Rural Relationship lending to reduce low margin

risk concentration in this area.

Retail deposits increased by $271.9 million (9.4%

growth) to $3.2 billion. Heartland continues to

provide market leading call account and competitive

term deposit offerings, providing customers with

competitive interest rates and unlimited on call

access to their money through the Heartland Direct

Call Account. For the second year in a row, Heartland

was awarded Canstar’s 2019 Bank of the Year –

Savings Award, and for the fourth year in a row,

Heartland’s Direct Call Account was awarded

Canstar’s 5-Star Rating for Outstanding Value

Savings Account.

This year we also entered into a new Retail market

with the launch of YouChoose – a savings account

with an arranged overdraft. YouChoose offers

customers the flexibility to save when they can and

spend when they want to with competitive savings

and overdraft interest rates.

AUSTRALIAN REVERSE MORTGAGES

Australian Reverse Mortgage net receivables

increased by 24.0%, excluding the impact of

changes in foreign currency exchange rates

and reverse mortgage transfers to New Zealand.

Reported growth was $79.6 million (11.7% growth)

to $757.6 million due to the transfer of reverse

mortgages to New Zealand and an adverse foreign

exchange impact of $31.0 million.

Reflecting the work our team does to enable people

to live a more comfortable retirement while staying

in their home, our Australian Reverse Mortgages

business was awarded Best Reverse Mortgage 2019

by Money Magazine for the fourth consecutive year.

DIGITAL

We continue to evolve into a financial technology

group with a bank licence, from a conventional bank.

This distinction ensures a focus on customer

experience which we believe is integral to good

customer outcomes.

Our digital strategy aims to make products more

easily available to customers through online

channels, and to achieve low cost reach to a broad

target market. Uptake of the Heartland Mobile App

continues to rise, increasing by 72% in the six months

from January to June 2019.

Heartland Annual Review 2019

P. 14

FROM THE CEO

Alongside this, Heartland must remain responsive to
all customer needs recognising that even in a digital

world, people to people contact is important.

Accordingly, increased investment is being made

in telephony and customer service capability through

our Ashburton office.

Open for Business (O4B) is Heartland’s digital-led

small business lending product. The product supports

small businesses to grow with secured or unsecured

finance. O4B lending was up 48.2% this financial year.

In July 2019 a new television campaign, accompanied

by other marketing activity, was launched to grow

product awareness and target market reach.

CORPORATE RESTRUCTURE

The corporate restructure was completed in

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. In addition, the Australian group

companies were transferred from Heartland Bank

to Heartland Group.

The corporate restructure provides greater

flexibility for growth and access to funding

options in New Zealand and Australia.

MANAGEMENT CHANGES

During the year, Heartland welcomed Cherise Barrie

to the role of Chief Financial Officer. Cherise is a

Chartered Accountant with significant financial

service and executive experience, and is a passionate

advocate of women in business, being a member of

Global Women.

This year we also reviewed our internal structure

and made changes to our Business Enablement

and Technology teams, establishing these teams

as separate functions to enable greater investment

in these areas to set them up to better support the

business and our customers.

Future investment is also planned in Finance

and Compliance, reflecting the increased

regulatory requirements and heightened

demands in these areas.

HE MANAWA TANGATA – OUR PEOPLE

This year, we refreshed Heartland’s mātāpono

(values).

The mātāpono underpin a culture that strives for

excellence (mahi tipu) and respects the diversity we

each bring to the workplace. Heartland must be a

place where people feel included and value each

other’s differences (mahi tahi). Doing the right thing

for our customers, communities and shareholders

(mahi tika) is paramount in an ever changing

environment, where we continue to evolve to meet

their needs and expectations.

This year we continued to improve the gender

balance across the organisation, including increasing

the number of females on the strategic management

group to 37.5% male and 62.5% female.

Our internship initiative ran for the second year, this

time welcoming 20 Māori and Pasifika students to

work at Heartland. See more information in our

‘Embracing a culture of inclusion’ story on page 20.

In 2018, Heartland also began working towards

achieving the Rainbow Tick, and our Diversity

Committee continued to celebrate the diversity of

our people by holding events recognising Diwali,

Matariki, Chinese New Year and Māori Language and

Samoan Language Weeks, among many other events

and initiatives to help create a safe, welcoming and

inclusive environment.

LOOKING FORWARD

In the coming year, we expect to see continued

asset growth from core lending activities,

particularly in Australian and New Zealand reverse

mortgages and small business lending, combined

with the continuation of a managed reduction in

Business and Rural relationship lending.

We will continue to invest in growth through

increased marketing activity to build awareness

and by increasing processing capacity in areas of

new growth.

A lot has been achieved in the past year. I would

like to take this opportunity to thank our people

for living our Heartland mātāpono. I also wish to

thank our shareholders for their continued support

of Heartland.

Ngā mihi nui,

Jeff Greenslade

Chief Executive Officer

Heartland Annual Review 2019

P. 15

FROM THE CEO

He tau hāwere anō tēnei mō Heartland. Mātua rā,
i pai te ahunga whakamuatanga i te wāhi ki ngā

whāinga utukore. Pēnei i te whakahoutanga o

ngā mātāpono o Heartland, e whai nei ki te

whakanui i te kanorau, i te whakakotahitanga, me

te tautoko i te oranga tonutanga o ō mātou

kaimahi, i a mātou e whakamātāmua ana i ngā

hiahia o te kiritaki mō ngā whakatau ā-pakihi.

HE KITENGA PŪTEA

I te $73.6 miriona ngā Painga More i muri i te Tāke

(PMMT) a Heartland (9% te pikinga), ā, i tukia e ngā

utu tukutahi o te $4.2 miriona. E whai pānga ana

tēnei utu ki ngā panonitanga ā-pakihi me te rārangi

ASX. Ki a mātou nei, he pai te hua i puta.

I tae te nui o te Paenga Huamoni More (PHM) ki te

4.33%, 0.09% noa iho te hekenga nō tērā tau pūtea,

ahakoa te tipunga nui i te mōkete tauaro hauraro me

tētahi pūtea tukuwehe $1.1 miriona, nā te whakahoki

wawe o te pūtea ki te pūtea taurewa Ahitereiria

Taumata 2. Ka kore ana e aro ki ēnei utu, kei te

4.35% te PHM.

I te 11.1% te Whakahokinga Tūtanga (WT), kāhore

he rerekētanga nō tērā tau pūtea. Heoi, i pai ake te

wāhanga tuarua o te tau pūtea, i eke ki te 12.2% mai

i te 10.3% nō te wāhanga tuatahi o te tau. I piki ngā

Rawa Tūturu More (RTM) mā te $9.0 miriona, ki te

$593.5 miriona. Ko te utu o ia hea RTM ko te $1.04,

kāhore he rerekētanga nō tērā tau pūtea.

Nā te toaitanga o ngā mahinga i eke ai i roto i ngā

pūtea aupiki auheke, ā, ko te ōwehenga utu ki te

whiwhinga pūtea ko te 41.6%. Hāunga ngā utu

tukutahi e whai pānga ana ki ngā panonitanga

ā-pakihi me ngā kōrero ASX o runga ake, ko te

ōwehenga utu ki te whiwhinga pūtea ko te 39.9% -

he pai ake i te 40.9% nō tērā tau.

I te 1 o Hōngongoi 2018, i whakaturehia te paerewa

kaute hou e whai pānga ana ki ngā whakahauātanga,

IFRS9. I te paerewa nei, me tuku ngā

whakahauātanga me ngā whakakitenga o ngā

whakangarotanga hei te rangi ka mana te pūtea

taurewa. Me te aha, kāore i taea te whakataurite

hāngai i ngā utu whakahauātanga o tēnei tau ki ngā

utu o tērā tau, nā tēnei paerewa hou, ki te whakaora

i ngā ngarohanga whakahauā i ngā pūtea taurewa

katoa, kaua noa iho i ngā pūtea taurewa tārea,

whakahauā rānei. Ko Harmoney me Motor i tino whai

pānga ki tēnei. I tino tipu a Motor, ā, nā Harmoney

ngā whakakitenga whakangarohanga tiketike tēnā i

ētahi atu wāhi.

TE WHAKATIPURANGA WHĀNUI

Kei ngā rangi ō mātou whakaeaea. Ka aro tonu a

Heartland ki te tuku i ngā āhuatanga pūtea katoa ki

ngā tangata, i ōna wā, kua noho-mūhore ki ngā pēke

auraki. Koinā tā mātou i ngā wāhanga aronui e toru:

Te mahi pēke i Aotearoa, Ngā mōkete tauaro o

Ahitereiria, Te Pae Mamati.

TE MAHI PĒKE I AOTEAROA

Ko tā Heartland he aro ki te kounga o te tuku i ngā

hua katoa ki ngā kaiwhakakuhu pūtea me ngā kaitono

pūtea taurewa mā te whakatipu i ngā mākete

motuhake.

He nui te tipu i te wāhanga Mōkete Tauaro o

Aotearoa. I tipu ngā raumata nama mai mā te 11.4%.

Ko te tipunga ā-ripoata ka tipu mā te 22.8%, arā, ki te

$561.2 miriona, nā te $54.7 miriona o ngā Mōkete

Tauaro Ahitereiria i whakawhiti mai i Ahitereiria ki

Aotearoa, i whakatauritehia ai e te pāpātanga

whakawhiti nui, arā, e te $2.0 miriona. He nui ngā

āheinga whakatipu hirahira mō ngā Mōkete Tauaro

Aotearoa, ā, kei te whakamaheretia te whakatipunga

whakangao mō te tau pūtea 2020 ki te

whakatairanga i ngā mahinga pēke.

I tipu tonu te pukapuka Ahumoni Waka a Heartland

mā te pikinga 13.3% o te raumata nama mai mā ngā

ahumoni i ngā wāhi hoko waka (wāhi hoko waka,

kaitakawaenga hoko waka, me ngā haumitanga pērā i

a Holden, Jaguar Land Rover).

Kei te tipu tonu te wāhanga Tuku Pūtea Pakihi

Paewaenga, kua piki ngā raumata nama mai ki te

31.4%. Kei te whakaheketia te tuku pūtea Hononga

Pakihi, inā rā, ko tā mātou rautaki ko te whakaheke i

te tūraru paeraro. Nā konā i whakaheketia te nama

mai o te Hononga Pakihi mā te $107.0 miriona.

Mō te wāhi ki te Kararehe Pāmu, ko te hanga

ahumoni a Heartland e āwhina ana i ngā kaipāmu ki

te hoko me te whakawhiti kararehe pāmu, kāore nei

he take ki te mōkete i tā rātou pāmu. I piki ngā nama

mai o te Ahumoni Kararehe Pāmu mā te 18.8%. I

heke ngā nama mai o te wāhanga Taiwhenua whānui

Nā te kaiwhakahaere

matua

Heartland Annual Review 2019

P. 16

NĀ TE KAIWHAKAHAERE MATUA

mā te 0.6%, i a Heartland e whakaheke tonu ana i
ngā Hononga Taiwhenua nui, e tuku pūtea ana ki te

whakaheke i ngā tūraru paeraro o tēnei wāhanga.

I piki ngā moni kuhu kaihoko mā te $271.9 miriona

(9.4% te tipu) ki te $3.2 piriona. Ka tukuna tonu e

Heartland tētahi o ngā tino kōwhiringa utu moni

kuhu, e tuku nei ki ngā kirihoko ngā utu pūtea āpiti

pai, e wātea ana ki te tango pūtea mā te Heartland

Direct Call Account. Koinei te tau tuarua karapīpiti

kua riro i a Heartland te tohu Pūtea Tiaki a Canstar

Bank of the Year. Mō te tau tuawhā karapīpiti kua riro

i a Heartland te taumata tuarima mō te Outstanding

Value Savings Account.

I tēnei tau, i kuhu mātou ki tētahi mākete hokohoko

hou me te whakaputanga o YouChoose – he pēke

pūtea tiaki me te pūtea tarepa kua whakaritea. Ka

whakangāwari a YouChoose i te ara ki te tiaki pūtea

mō ngā kirihoko, i a rātou e hiahia tonu ana ki te

hokohoko, inā rā, he pai ngā utu āpiti i te wāhi ki ngā

pūtea tiaki me te pūtea tarepa.

MŌKETE TAUARO AHITEREIRIA

I piki ngā raumata nama mai i te wāhi ki te Mōkete

Tauaro Ahitereiria mā te 24.0%, hāunga te whai

pānga o ngā panonitanga i te utu whakawhiti pūtea

o tāwāhi me ngā whakawhitinga mōkete tauaro ki

Aotearoa. I ripoatangia te tipunga $79.6 miriona

(11.7% te tipunga) ki te $757.6 miriona nā te

whakawhitinga o ngā mōkete tauaro ki Aotearoa, ā,

ko te $31.0 miriona te nui o te whai pānga o te utu

whakawhiti pūtea o tāwāhi.

Hei āpiti ki ngā mahi ka tutuki i tō mātou kāhui ki te

whakawātea i te iwi kia hāneanea te tāoki i te noho ki

ō rātou kāinga, tā mātou pakihi Mōkete Tauaro

Ahitereiria te tohu Best Reverse Mortgage 2019 nā

te maheni Money Magazine mō te tau tuawhā

karapīpiti.

PAE MAMATI

Kei te tipu tonu mātou hei rōpū Hangarau Pūtea me

tētahi raihana pēke, tēnā i te pēke noa. Nā tēnei

āhuatanga i aro ai mātou ki te hononga i waenganui i

te wheako kirihoko me ngā putanga kirihoko pai.

Hei tā tā mātou rautaki pae mamati, ka

whakangāwari ake te ara mā ngā kirihoko ki te

wherawhera i ngā mahinga pēke mā te pae ipurangi,

waihoki kia whānui te toro ki te makiu tāngata me te

utu o te paeraro. Kei te whanake tonu te taupānga

Heartland Mobile, i tipu mā te 72% i ngā marama e

ono mai i te Kohitātea ki te Pipiri 2019.

Tuia ki tēnei, me whakawhiti kōrero tonu a Heartland

ki ngā kirihoko, ā, e mōhio ana, ahakoa he ao pae

mamati, me whakawhiti kupu tonu te tangata. Nā

konā kua tino aro ki te whakapiki i ngā pukenga

ā-waea me te manaaki kirihoko i Hakatere.

Ko Open for Business (O4B) te mahinga pūtea o

runga mā ngā pakihi iti. Hei tā tēnei mahinga pēke he

tautoko i ngā pakihi iti ki te tipu me te pūtea

haumaru, pūtea haumaru-kore rānei. I piki te tukunga

pūtea a O4B mā te 48.2% i tēnei tau pūtea. I te

Hōngongoi 2019 i puta tētahi whakatairanga pouaka

whakaata hou, me ētahi atu mahi whakatairanga, kia

mōhio ai te makiu mō ngā mahinga pēke, kia whānui

ake ai te toro ki te makiu.

PANONITANGA Ā-PAKIHI

I tutuki ngā panonitanga ā-pakihi i te

Whiringa-ā-nuku 2018, inā rā te whakawhitinga o

ngā hea katoa i te Heartland Bank ki ngā hea i te

Heartland Group, ā, ka noho a Heartland Bank hei

whakahaeretanga turuki mā Heartland. Tuia ki tērā, i

whakawhiti ngā kamupene i te peka Ahitereira mai i

te Heartland Bank ki te Heartland Group.

Mā te panonitanga ā-pakihi ka wātea ake ngā

kōwhiringa whai pūtea i Aotearoa me Ahitereiria.

PANONITANGA Ā-WHAKAHAERE

I roto i te tau, i pōhiritia a Cherise Barrie e Heartland

ki te tūranga Tumu Whakahaere Pūtea. He Kaikaute

Paerunga a Cherise, ā, he nui ngā wheako whakawhiti

pūtea i te ao paerunga, ā, e ngākaunui ana ki te

wahine i te pakihi, inā rā, he mema ia nō Global

Women.

I tēnei tau, i arotakengia ngā paemahi o roto i te

whare, ā, i panonihia ngā tari Business Enablement

me te Technology. I whakawehea ēnei ohu mahi kia

nui ake ai ngā hua i ēnei wāhanga, kia pai ake ai tā

rātou taunaki i te kamupene me ā mātou kirihoko

anō hoki.

Ā raurangi, ka arohia hoki te tari Finance and

Compliance, inā rā, kua piki ngā here me ngā tono i

ēnei wāhanga.

Heartland Annual Review 2019

P. 17

NĀ TE KAIWHAKAHAERE MATUA

HE MANAWA TANGATA – Ā MĀTOU TĀNGATA
I tēnei tau, i whakahoutia ngā mātāpono o

Heartland. Koinei te tūāpapa o te ahurea mahi e

whai ana i te karamatamata (mahi tipu), ā, ka

whakautengia te pukenga rau o tēnā, o tēnā, e āpiti

nei ki te wāhi mahi. Me wāhi whakauruuru, me wāhi

whakaute tangata rau a Heartland (mahi tahi). E

mātāmua ana te tika o ngā mahi (mahi tika) ki ā

mātou kiritaki, hapori, kaipupuri hea anō hoki, i

tēnei ao tūnekeneke, i a mātou e whanake tonu ana

hoki kia whakaeatia ā rātou hiahia.

I tēnei tau, i whanake hoki mātou i te wāhi ki te

kanorau ira tangata, tae noa ki ngā wāhine i te pae

whakahaere. I tēnei wā, 37.5% he tāne, 62.5% he

wahine.

Koinei te tau tuarua o tā mātou rautaki kaimahi

tauira, ā, i pōhiritia te 20 tauira Māori, Moana Nui a

Kiwa ki Heartland – he tārua i te nama kaimahi

tauira nō tērā tau. Tirohia ngā mokamoka katoa o

tēnei kaupapa i te wāhanga ‘Embracing a culture of

inclusion’ whārangi 20.

I te 2018, i tīmata a Heartland ki te whai i te

Rainbow Tick, waihoki, i whakanui tonutia te Komiti

Kanorau te kanorau o ō mātou tāngata, e whakanui

ana i a Matariki, i te Diwali, i te tau hou Haina, ngā

wiki o te reo Māori me te Hāmoa, me te huhua noa

atu, kia haumaru, kia whakamanuhiri, kia

whakauruuru te taiao mahi.

TE AHUNGA WHAKAMUA

Hei te tau e tū mai nei, ko ngā whakakitenga ko te

whakatipunga tonutanga o ngā rawa nā ngā mahinga

tuku pūtea matua, ina koa ko ngā Mōkete Tauaro i

Ahitereiria me Aotearoa, ngā pakihi iti, waihoki te

whakahaerenga tonutanga o ngā whakahaerenga

whakahekenga i te hononga tuku pūtea i te Pakihi

me te Taiwhenua.

Ka whakangaoa tonutia ngā rawa mā te whakapiki i

ngā mahi whakatairanga, me te whakapiki i te nui o

te whakatutukihanga i ngā wāhanga o te

whakatipunga hou.

Kua nui ngā hua i tēnei tau. Anei e tuku nei i ngā mihi

ki ō tātou tāngata, mō rātou nei e whakatinana ana i

ā mātou mātāpono. E mihi ana hoki ki ngā kaipupuri

hea i tā rātou tautoko nui mai i a Heartland ao noa,

pō noa.

Ngā mihi nui,

Jeff Greenslade

Kaiwhakahaere Matua

9

%

I TE $73.6 MIRIONA NGĀ PAINGA

MORE I MURI I TE TĀKE A HEARTLAND

(9% TE PIKINGA), Ā, I TUKIA E NGĀ UTU

TUKUTAHI O TE $4.2 MIRIONA.

Heartland Annual Review 2019

P. 18

NĀ TE KAIWHAKAHAERE MATUA

Heartland’s corporate
restructure

Other current

Australian subsidiaries

HEARTLAND AUSTRALIA

HOLDINGS LIMITED

HEARTLAND GROUP

HOLDINGS LIMITED

SHAREHOLDERS

Other current

New Zealand subsidiaries

HEARTLAND BANK

LIMITED

NZX Listed

ASX Listed

NON-BANKING GROUPBANKING GROUP

On 31 October 2018, Heartland completed its

corporate restructure. As a result of the

restructure, shares in Heartland Group were

listed on both the NZX Main Board and the ASX

(under a Foreign Exempt Listing) and Heartland

Group commenced trading under the HGH

ticker code from 1 November 2018.

Heartland Bank became a wholly-owned

subsidiary of Heartland Group and all of the shares

in Heartland Bank were exchanged for shares in

Heartland Group. In addition, the Australian group

companies were transferred from Heartland Bank

to Heartland Group.

The restructure and the ASX listing are significant

milestones for the Group and provide a more suitable

platform for future growth. The restructure removes

constraints on growth previously arising from

Reserve Bank of New Zealand regulations, and will

provide greater flexibility to explore and take

advantage of future growth opportunities in

New Zealand and Australia outside the banking

group. A Foreign Exempt Listing on the ASX is

expected to expand the capital sources available to

Heartland in order to fund growth.

As part of the restructure and in order to ensure

greater efficiency and capacity, Chris Flood was

appointed to the new role of CEO of Heartland Bank.

Jeff Greenslade remains CEO of Heartland Group.

Heartland Annual Review 2019

P. 19

CORPORATE RESTRUCTURE

Inclusion is a vital element of a business’
sustainability and social purpose. It is the

right thing to do – mahi tika.

The vision for Heartland is to be an accepting and

welcoming workplace for all people, where diversity

of thought and cultural intelligence is valued.

Diversity brings fresh ideas and different

perspectives. This is at the heart of our aim to be

always evolving – mahi tipu. A welcoming and

accepting workplace makes it possible to realise the

best of everyone, to have big ambition – mahi toa –

and to work together as one team – mahi tahi.

One of Heartland’s objectives is to be the employer

of choice for Māori. Part of this means creating an

environment where Māori language, culture and

values are embraced. In doing so, the foundation

is built to become an inclusive and welcoming

environment for all cultures.

Embracing a culture

of inclusion

“Kua tawhiti kē te haerenga

mai, kia kore e haere tonu.

He nui rawa te mahi, kia

kore e mahi tonu.”

We’ve gone too far not to go further.

We’ve done too much not to do more.

– Sir James Henare

Piripi Gordon was one of the 20 students to join

Heartland’s internship programme in 2018/19.

Ko tētahi o ngā whāinga a Heartland kia noho

mātāmua hei wāhi mahi mō Ngāi Māori. Inā rā,

ka whakatūria he taiao mahi e manaaki nei i te reo

Māori, i te ahurea Māori me ngā mātāpono Māori.

Mā tēnei ka rite te tūāpapa kia tū ai te whare hei

whakamanuhiri i ngā ahurea katoa.

Initiatives to increase the presence and use of Māori

culture and language underway include:

free reo and tikanga Māori lessons

creation of Manawa Whenua, a group to support

and inform Māori initiatives within Heartland

Māori signage and Mahi Māori video series

increased use of te reo Māori and tikanga in

formal occasions

Māori translations of website and annual reports

Māori language and symbolism within Heartland

mātāpono (values).

The benefits of these initiatives are starting to show

internally, particularly in the increased capability of

Heartland people in respect of te reo Māori. This has

led to more use of te reo Māori throughout daily

work life. The introduction of bilingual values was

warmly welcomed by all employees, including in

Australia, and reo and tikanga Māori lessons are

being extended into an internal video series.

Heartland Annual Review 2019

P. 20

EMBRACING A CULTURE OF INCLUSION

Although progress has been made over the last two
years since we set out on this journey, Māori are still

under-represented in Heartland’s workplace – 4% of

Heartland’s people identify as Māori. While this is

above average for the sector (of those who identify

as Māori in the working population, 2.8% work in the

financial and insurance services sector

1

), it is well

below Māori representation in the workforce, where

Māori make up 13% of the New Zealand labour

force.

2

This lack of representation of Māori in the financial

sector means that the onus on us is not simply to

recruit but to encourage participation generally.

Supporting the Māori community is just as important

as ensuring we continue to encourage and develop

Māori culture and inclusivity internally. In FY2019,

the Heartland Trust sponsored:

Te Matatini Festival – a Māori performing arts

event central to Māori identity and culture

Kupe Leadership Scholar Tāmati Rākena – a

Masters of Education student with a passion

for supporting Māori communities

InZone Education Trust – an organisation that

aims to enhance the outcomes of Māori youth

by providing opportunities for students to attend

high-performing state schools.

In addition, Heartland’s internship programme is

based on the Māori concept of ‘ako’ which means to

learn and to teach. As such, it provides a rich

opportunity for interns to learn from us about the

world of work, and for us to learn from them.

By increasing the presence of Māori culture and

language at Heartland, and by showing our

commitment and support to Māori, we are creating

a workplace where Māori can see a career pathway.

In doing so, we are also providing a valuable

opportunity for our people to increase their cultural

awareness and intelligence by learning more about

New Zealand’s rich and diverse culture, setting

Heartland up to become a place that is welcoming

to all people.

Strong progress in FY2019 has been made towards

inclusivity for Māori, and it is recognised that there

is more to do.

1 Māori Labour Market trends - June 2019. Ministry of Business, Innovation

& Employment.

2 Household labour force survey: March 2019. Statistics New Zealand.

Heartland’s internship cohort for 2018/19.

The internship programme is based on the

Māori concept of ‘ako’.

Heartland Annual Review 2019

P. 21

EMBRACING A CULTURE OF INCLUSION

Being digital
Digital is one of Heartland’s

three core strategic focus

areas alongside Australian

Reverse Mortgages and

New Zealand Banking.

WHAT IS DIGITAL?

The concept of digital is frequently defined by the

internet or mobile phones or APIs (Application

Programming Interface). These are digital tools.

Being digital is a way of doing things:

“Digging down, digital is about two things: speed

and agility – externally to your customers and

market and internally within your organisation.”

– John Rossman

1

One of Heartland’s mātāpono, or values, is mahi

tipu – always evolving. This is the essence of being

digital. The purpose is to deliver great customer

outcomes by always striving to deliver fast and

simple service. Increasingly, how we are judged

will be by how successful we are in delivering

excellent User Experience (UX).

WHAT IS UX?

UX encompasses all aspects of a customer’s

interaction with our products and services.

2

A good UX is one which makes it easy for the

customer to access services and which delivers the

desired outcome quickly. UX is a constantly evolving

challenge: identifying user pain points to address,

gathering insights about how we can do things

better, and letting our customers know that their

experience with us matters.

Examples of UX in action at Heartland include:

usability testing of new websites, updates to the

Heartland Mobile App and new digital products;

the introduction of online, real-time customer

feedback mechanisms on the Heartland website;

and using online qualitative analytics tools to record

UX and customer journeys across all webpages.

Prioritising UX means we keep our customers at

the forefront of decision making. This leads to

better customer loyalty and retention, and better

business outcomes.

DIGITAL AT HEARTLAND

Our Digital strategy has two objectives.

1: To give our customers products accessible

online or via an app, and provide simple,

frictionless and fast on-boarding and processing.

2: To reach as many customers as possible at the

lowest cost, through online and smartphone

access and highly automated processes.

In practice, digital is a way of operating – how we

get things done. A digital mindset enables us to

remain agile and innovate at speed to meet

changing customer expectations.

To deliver low cost on-boarding and transaction

processing we will ensure we have the right

technology and infrastructure in place to provide

a seamless customer experience that ultimately

reduces costs across the business. According to

research by PWC, people who manage their finances

online are more cost effective to serve and are more

likely to purchase financial services products than

those who conduct their banking in person.

3


By automating processes behind the scenes,

Heartland will create more capacity

to do more for customers.

Heartland Annual Review 2019

P. 22

BEING DIGITAL

OUR DIGITAL ACHIEVEMENTS
As Heartland’s digital offering increases,

we expand our reach to customers. This presents an

opportunity for digital innovation to help us grow

and meet the needs of new customers. A number

of digital achievements were realised in FY2019,

including the following.

YouChoose

In May 2019, Heartland Bank launched YouChoose –

a savings account with an arranged overdraft,

designed to provide customers with the flexibility

to save when they can and spend when they want to.

Biometrics, DocuSign and document uploads

Facial recognition technology (biometrics) for ID

verification, online document signing via DocuSign

and document upload functionality was introduced

this year, enabling easier and faster customer

on-boarding

4

.

Heartland Mobile App

App downloads have increased significantly. The app

has been installed over 5,900 times. This is a 72%

increase since the start of 2019. This year, 24 app

improvement updates saw more functionality built

in to provide greater security with PIN and

fingerprint login features, and to allow customers

greater access to Heartland’s products.

Online EFTPOS

In order to provide customers with greater flexibility

in how they spend their money, Heartland Bank has

partnered with Paymark to deliver Online EFTPOS

services to our YouChoose customers. Online EFTPOS

will allow customers to shop online from participating

retailers without the need for a debit card.

Open for Business (O4B)

O4B is Heartland’s digital-led small business

lending product and has been continuously

improved to ensure a frictionless end-to-end

process. The three minute application with real-time

technology manages credit risk by reviewing a

number of data points to assess the applicant’s

situation and give them a more personalised

response. The number of people visiting the O4B

webpages in FY2019 increased by 163%

5

, and the

number of online applications increased by 160%

6

.

Guaranteed Minimum Future Value (GFV)

finance calculator

Heartland Bank, in partnership with Jaguar Land

Rover, launched their first fully integrated online

GFV calculator for a third party finance provider.

Customers can use the calculator to generate an

indicative GFV finance quote which lets them know

what the minimum trade value will be at the end

of the vehicle loan, provided they keep within the

terms of their agreement.

1 John Rossman, Think Like Amazon: 50 ½ Ideas to Become A Digital

Leader (2019).

2 https://www.nngroup.com/articles/definition-user-experience/

3 https://www.pwc.com/us/en/financial-services/publications/assets/pwc-

fsi-whitepaper-digital-bank-transformation.pdf

4 For customers using our biometric solution, the average time taken to

complete is 10 minutes.

5 Data source: Google Analytics, 30 June 2019.

6 Data source: Proprietary data collection platform, 30 June 2019.

THE YEAR AHEAD

In FY2019 we completed beta testing of our

new Heartland Digital platform with a select

group of customers. The Heartland Digital

platform provides an efficient, user-friendly

online banking solution that savings and

deposits customers can access in place of

internet banking on a desktop or devices

which don’t support the app. In FY2020 we

will continue to roll the platform out to our

Heartland customers.

FY2020 welcomes some exciting digital

advancements. Online calculators and

automated application decisioning, based

on lending criteria, for Reverse Mortgage

customers in New Zealand will help customers

get the information they need to progress their

loan applications. Similar online calculators are

also being developed for Australian Reverse

Mortgages to assist the huge broker network

in Australia and will provide customers with

more personalised information that is relevant

to them. Work will also begin on the creation of

a GFV calculator for Holden Financial Services,

similar to the one launched this year for Jaguar

Land Rover Financial Services.

Heartland has also taken a keen interest in the

launch of two new API standards which help

New Zealand take a step towards Open Banking.

The standards provide the opportunity for banks

to work together and with third parties to launch

new financial services for customers. Heartland

is working with PaymentsNZ to register as an

API provider which will allow us to use the new

standards. We believe Open Banking will improve

banking processes and services for customers,

and contribute towards the development of

simple, secure, personalised banking for each

customer’s needs.

Being digital is a mindset and way of working.

We’ve been incorporating that mindset

throughout our products, services and

operations throughout FY2019 and will increase

that focus in the year ahead to ensure we’re

always evolving and continue to strive for

excellence – whāia te iti kahurangi.

Heartland Annual Review 2019

P. 23

BEING DIGITAL

JEFF GREENSLADE
Heartland Group CEO

and Executive Director

Jeff has over 20 years’ experience as

a senior banking executive, including

with the ANZ National Banking Group,

where he last held the position of

Managing Director of Corporate

and Commercial Banking.

GEOFF RICKETTS

Chair, Independent

Non-Executive Director

Geoff is a company director and

investor with wide experience in

the New Zealand and Australian

business environments.

ELLIE COMERFORD

Independent Non-Executive

Director

Ellie has worked for more than

30 years in financial services in

Australia and overseas across a number

of banking and insurance businesses.

P. 24

Heartland Annual Review 2019

HEARTLAND GROUP BOARD

Heartland
Group

Board

SIR CHRIS MACE

Independent Non-Executive

Director

Sir Chris is an Auckland based

businessman and company

director with experience in the

New Zealand and Australian

business environments.

GREG TOMLINSON

Non-Executive

Director

Greg is a Christchurch based

businessman and investor with

40 years’ experience owning,

managing and building businesses.

For full profiles, visit

shareholders.heartland.co.nz

P. 25

Heartland Annual Review 2019

HEARTLAND GROUP BOARD

Heartland
Bank

Board

VANESSA STODDART

Independent Non-Executive

Director

Vanessa is an experienced director

and currently serves on the boards of

New Zealand Refining Company Ltd,

OneFortyOne Plantations Pty

Limited, Tertiary Education

Commission and the Financial

Markets Authority.

JEFF GREENSLADE

Executive Director

Jeff has over 20 years’ experience as

a senior banking executive, including

with the ANZ National Banking Group,

where he last held the position of

Managing Director of Corporate

and Commercial Banking.

BRUCE IRVINE

Chair, Independent

Non-Executive Director

Bruce is a chartered accountant and

was admitted into the Christchurch

partnership of Deloitte in 1988. He

was Managing Partner from 1995 to

2007 before his retirement from

Deloitte in May 2008 to pursue his

career as an independent director.

P. 26

Heartland Annual Review 2019

HEARTLAND BANK BOARD

For full profiles, visit
shareholders.heartland.co.nz

ELLIE COMERFORD

Independent Non-Executive Director

Ellie has worked for more than 30

years in financial services in Australia

and overseas across a number of

banking and insurance businesses.

KATE MORRISON

Independent Non-Executive Director

Kate has 20 years’ experience working

in investment banking in the UK in the

areas of financial risk management,

structured financing and investments.

GEOFF RICKETTS

Independent Non-Executive Director

Geoff is a company director and

investor with wide experience in

the New Zealand and Australian

business environments.

JOHN HARVEY

Independent Non-Executive Director

John has considerable financial

services experience and 36 years in

the professional services industry,

including 23 years as a partner of

PricewaterhouseCoopers.

P. 27

Heartland Annual Review 2019

HEARTLAND BANK BOARD

Strategic
Management Group

Heartland Annual Review 2019

P. 28

STRATEGIC MANAGEMENT GROUP

From left to right:
ROCHELLE MOLONEY

Chief Culture & Communications

Officer ( joint)

GRANT KEMBLE

Chief Risk Officer

LYDIA ZULKIFLI

Chief Digital Officer

JEFF GREENSLADE

CEO, Heartland Group

LAURA BYRNE

Chief Culture & Communications

Officer ( joint)

CHRIS FLOOD

CEO, Heartland Bank

CHERISE BARRIE

Chief Financial Officer

SARAH SMITH

Chief Technology Officer

Strategic

Management Group

For full profiles, visit

shareholders.heartland.co.nz

Heartland Annual Review 2019

P. 29

STRATEGIC MANAGEMENT GROUP

Our sustainable
business

Our community

Making a contribution in our

communities.

Our customers

Delivering great customer

outcomes.

Heartland Annual Review 2019

P. 30

OUR SUSTAINABLE BUSINESS

He manawa whenua:
Our Heartland

Providing a diverse and inclusive

work environment.

He manawa whenua, he

manawa tangata.

Due to regulatory demand,

Heartland is only at the 

start of our journey to

better understand our

environmental impact.

While Heartland has taken

some small steps towards

this, we know we need to do

more and will be evaluating

our overall Environmental,

Social and Governance (ESG)

strategy in FY2020.

Our environment

Considering the impact of our

operations on the environment.

Heartland Annual Review 2019

P. 31

OUR SUSTAINABLE BUSINESS

The sustainability of our business is only possible
if we can demonstrate a relevant positive social

contribution. Heartland seeks to do this in a

number of ways, including by providing support

to customers whose needs aren’t met by

mainstream banking.

–Our Reverse Mortgage product enables us to

provide people with the opportunity to enjoy

a better retirement with the peace of mind,

independence and security that comes from

remaining in their own home.

–Open for Business supports the growth and

development of small businesses through

the provision of business loans – including

unsecured up to $100,000, so business owners

don’t have to mortgage the family home to

finance their business.

–Heartland’s Deposit products provide

New Zealanders with competitive on call and

term deposit rates to reach their savings goals.

–Heartland Bank and MARAC car loans give

New Zealanders the opportunity to buy safer,

more fuel efficient motor vehicles.

–Heartland’s livestock finance supports the

agriculture sector through specialist finance

which gives farmers the opportunity to purchase

livestock in a flexible and efficient way without

having to use the farm as security.

–YouChoose gives customers the flexibility to

choose how they use their money with just

one account – save with a healthy interest rate,

or spend with a competitive overdraft rate.

We recognise that how we behave toward our

customers directly impacts lives and it is imperative

that our products and services meet their needs

over the longer term. The recent FMA and RBNZ

review into banks’ conduct and culture identified

findings across four key themes for all banks:

–greater board ownership and accountability,

including being able to properly measure and

report on conduct and culture risks and issues.

–delivery of good customer outcomes through

product design and management, sales processes,

incentives and vulnerable customer handling.

–prioritising the identification of issues and

accelerating remediation; prioritising investment

in systems and frameworks, processes, controls

and training, including staff reporting channels

such as whistleblower processes.

Thanks to Heartland Bank support, Remarkables

Towing in Central Otago has come a long way

since co-owner Anna Tomkinson started the

company as a side project.

Our customers

Heartland Annual Review 2019

P. 32

OUR CUSTOMERS

Heartland has developed a work plan to address the
regulators’ observations and recommendations and

believes that this work will strengthen the oversight,

controls and processes Heartland has in place to

manage its conduct risks.

ACHIEVEMENTS AND NEW DEVELOPMENTS

FY2019 saw many achievements and new

developments aimed at improving our customers’

experience and outcomes.

Our Australian Reverse Mortgage product was

awarded ‘Best Reverse Mortgage’ in Money

Magazine’s ‘Best of the Best’ awards for the

fourth year running. The award is a testament

to Heartland’s Reverse Mortgage being flexible,

yet simple, with considerable consumer protection

and broad criteria. The Australian Reverse

Mortgages team have helped more than 18,000

Australians live a more comfortable retirement.

Our Australian Reverse Mortgage business was also

recognised as a finalist in the Australian Lending

Awards and the Australian Mortgage Awards.

In April 2019, Heartland Bank celebrated a significant

milestone – helping more than 15,000 New Zealanders

enjoy a better retirement by enabling them to stay

in their own home for as long as they choose.

For the second year, in July 2019 Heartland Bank

received the Bank of Year – Savings Award from

Canstar, recognising Heartland as the financial

institution that provides the strongest combination

of products and services for savers in New Zealand.

Heartland’s Direct Call Account was also awarded

Canstar’s 5-Star Rating for Outstanding Value

Savings Account for the fourth year in a row.

Furthering our offering to New Zealanders,

Heartland Bank this year launched YouChoose –

a new savings account with an arranged overdraft.

YouChoose aims to help people save when they

can and spend when they want to, with competitive

interest rates on credit and debit balances.

The introduction of DocuSign, biometrics and

document upload functionality for Heartland’s

products makes it easier and faster for new

customers to open an account and verify their

identity from a location that suits them –

as customers can use these services online

from their mobile device.

Open for Business customer Kerry Bradburn

recognises the power of an online

business model.

Heartland Annual Review 2019

P. 33

OUR CUSTOMERS

We recognise we have a responsibility to assist
the communities we’ve served for over a century.

We get involved and do what’s right for our

communities, local businesses and families –

mahi tika. We aim to make a positive difference

by providing support and opportunity to those

in need.

Through Heartland Bank and the Heartland Trust,

we support a number of organisations, clubs

and schools both regionally and nationally.

The Heartland Trust is a registered charitable

trust which is independent from, but closely

supported by, Heartland Bank.

NURTURING MĀORI LEADERSHIP

The Heartland Trust is a proud supporter of

the InZone Education Foundation, a registered

charitable trust that aims to enhance the

educational outcomes of Māori and Pasifika youth.

It does this by establishing and running boarding

hostels that provide an opportunity for motivated

students to access high-performing state schools

within the school zones.

As part of our support of InZone, Heartland

runs an internship programme each year. The

programme welcomes a number of students to

work in paid internship positions throughout the

business over their summer holiday. The internship

programme is based on the Māori concept of

‘ako’ which means to learn and to teach. The

programme provides students with experience

in and exposure to the corporate world, and

enables Heartland to learn how it can become

a more welcoming and inclusive environment

for its people.

Heartland also provided scholarships to a number

of Māori students, enabling them to attend

high-performing schools they would otherwise

be unable to attend.

The Heartland Trust this year began sponsoring

Kupe Leadership Scholarship recipient Tāmati

Rākena, a Masters of Education student at

Auckland University.

Our community

Heartland Annual Review 2019

P. 34

OUR COMMUNITY

Through the Kupe Leadership Scholarship,
Heartland provides funding to Heartland Scholar

and Masters of Education student, Tāmati

Rākena. The prestigious Kupe scholarship aims

to develop future leaders who are committed to

New Zealand and to creating a successful future

for our country. Through the scholarship, Tāmati

receives a generous stipend, personal mentor and

participation in the leadership programme.

CELEBRATING THE ARTS AND SPORT

The Heartland Trust was once again the platinum

sponsor of the Auckland Writers Festival, an

event that caters for a diverse range of ages,

interests and cultures, inspiring people to fall in

love with books. The Trust also sponsored the

WORD Christchurch Festival, the largest literary

event in the South Island. WORD partnered with

Auckland Writers Festival in May this year for an

autumn season event.

In 2019, the Heartland Trust was proud to

sponsor Te Matatini Festival. Te Matatini is the

pinnacle cultural event of Māori performing arts,

central to Māori identity and culture, aligned to

our aspirations to develop cultural awareness

and intelligence at Heartland.

Heartland has, for a long time, been involved

in supporting school and club rugby. This year,

we continued to support many school First XV

rugby teams across the country, with an

increased focus on girls’ rugby. Our support has

assisted the teams with funding uniforms and

training equipment.

WELLBEING IN THE COMMUNITY

Heartland employees volunteer annually at the

Special Children’s Christmas Party, an event

established for children who suffer from life

threatening illness, physical and intellectual

impairment, domestic violence or who are living

in underprivileged circumstances.

Heartland also supports Lifeline. With Heartland’s

sponsorship, among others, Lifeline is able to offer

a free 24-hour, 7 days a week phone line service.

The confidential service supports Kiwis going

through difficult times.

Heartland Bank has provided sponsorship to

Silverline, to support their establishment.

Silverline is a free confidential 24/7 helpline

offering information, friendship and advice to

people over 55 throughout New Zealand.

The Heartland Trust provides donations towards

Auckland City Mission’s HomeGround project.

Due to be complete in 2020, HomeGround is a

purpose-built facility that will include 80 apartments

for permanent housing, space for the Mission to

continue to support those who need it most, a place

where low-cost medical treatment will be offered

and a commercial kitchen where the Mission will

prepare meals and teach basic cooking skills.

The Heartland Trust continues to

provide sponsorship for school and club

rugby, including the Otago University

women’s team.

In 2019, Heartland was the platinum

sponsor of the Auckland Writers

Festival for the third year.

Heartland Annual Review 2019

P. 35

OUR COMMUNITY

A DIVERSE WORKFORCE
Our vision is for Heartland to be an accepting and

welcoming workplace to all people, where diversity

of thought and culture is valued and we come

together as one team – mahi tahi.

To help us achieve this, we have a few key areas of

focus: addressing imbalances in gender and ethnic

representation, becoming an employer of choice

for Māori, celebrating diversity and inclusion, and

providing best practice support to our people in

relation to mental health and wellbeing.

Led by Heartland’s Diversity Committee, several

celebrations of Heartland’s diversity have taken

place throughout the year, including events

celebrating cultural identity, gender diversity

and overall inclusion in the workplace. A Rainbow

Committee has also been formed to work towards

obtaining the Rainbow Tick for Heartland.

The Rainbow Tick will acknowledge Heartland

as a workplace that supports and values our

rainbow community.

In 2017, Heartland partnered with Global Women

to access thought leadership and best practice

in the promotion and facilitation of diversity.

Heartland Group Chief Executive Officer Jeff

Greenslade is a member of Champions for Change,

demonstrating Heartland’s commitment to creating

a more diverse workplace.

Heartland’s Kia Eke group, established in 2018,

continues to provide support and development

opportunities for female employees at an early

stage in their career, supporting them to grow into

leadership roles. While gender diversity at different

levels across the organisation has improved on last

year, there is more work to be done.

See the Diversity report in Heartland’s 2019

Financial Report for more information about

Heartland’s progress towards encouraging

diversity and inclusion in the workplace, including

an employee gender breakdown.

He manawa whenua:

our Heartland

Ten of the 12 people who make up

Heartland’s recently formed shadow board.

Heartland Annual Review 2019

P. 36

HE MANAWA WHENUA

AN INCREASINGLY YOUNGER WORKFORCE
The workforce in New Zealand continues to evolve

with Millennials now making way for Generation Z

in the workplace. At a macro level, these generations

are driving changes, among other things, around

the way people relate to and interact with brands

and consume products. Attitudes, beliefs and

behavioural changes are also showing up in the

workplace at an employment level and shifting

the way employees have traditionally approached

the workplace and their career.

At Heartland, 49% of our total workforce are aged

35 and under, and 76% of that group are aged 30

and under. The 25-30 age group are currently the

largest demographic cohort in the organisation,

making up 21% of our people. Heartland recognises

the importance of understanding more about the

needs of our younger people, and specifically what

drives and motivates them about a workplace and

career. A number of initiatives are in place to support

this understanding.

This group is relatively balanced in gender

and inherently more diverse across ethnicity –

for example, 45% identify as New Zealanders,

11% as Indian, 7% as European, 6% as Chinese

and 4% as Māori.

Heartland has recently formed a shadow board

with the dual purpose of providing meaningful

career development opportunities for our people

aged under 35, as well as ensuring that the unique

perspectives and expectations of the Millennial

and Gen Z generations form part of our business

decision-making. The shadow board is made up of

12 of our people, all aged under 35. The shadow

board will be tasked with providing insights and

perspectives to Heartland’s Strategic Management

Group, and ultimately the Board, in relation to a

number of areas including our sales and distribution

strategy, customer experience, internal culture and

digital projects.

OUR WELLBEING – WELL AT HEART

Heartland’s Wellbeing Committee has organised

various wellbeing events for Heartlanders, including

facilitating yoga and mindfulness sessions, access

to corporate massages, sport and team challenges,

and has hosted a number of speakers to present to

our people about managing and supporting their

mental health and wellbeing.

Heartland employees are also encouraged to take a

day to give back by volunteering. The volunteer day

gives teams an opportunity to connect outside of

the office, give back to their community and look

after their mental wellbeing.

In May 2019, Heartland launched its new

Prevention of Harassment, Discrimination and

Bullying Framework. The framework intends to

provide our people with a safe and inclusive work

environment that is free from all forms of

harassment, discrimination and bullying, to ensure

all people feel valued and treat one another with

dignity and respect. The framework consists of four

pillars: discuss, inform and educate, support and

respond. As part of the support pillar, 18 people

across the organisation have been identified and

trained as support people. Their role is to be the first

point of contact for anyone who would like to talk to

someone about having potentially experienced or

witnessed harassment, discrimination or bullying.

Heartland also provides financial support for our

people to participate in team sports with their

colleagues to support wellbeing and teamwork.

Heartland Annual Review 2019

P. 37

OUR HEARTLAND

Heartland is committed to operating a
sustainable business that delivers excellent

customer experiences and outcomes while

operating in a way that minimises our impact

on the environment. We know this is important

to our customers, our communities, our people

and our shareholders and it’s the right thing to

do – kia tika, kia pono.

We are at the start of our journey to better

understand our environmental impact. To catalyse

action, we’ve recently joined the Climate Leaders

Coalition and committed to measuring and

reporting our greenhouse gas emissions and

setting an emissions reduction target. We also

hope to use the experience of other members in

the Coalition to guide us in making faster progress

toward this commitment.

OUR PROGRESS SO FAR

Over the last year we have made small steps

toward improving our operations so that they

are more environmentally sustainable. Pepa Iti and

the implementation of various online technologies

are some of the ways we’re working towards

achieving this.

Pepa Iti aims to build scalability and create capacity

without increasing our impact on the environment.

The project will enable an end-to-end digital process,

improving customer experience, reducing print

costs and paper wastage, and automating manual

processes. Introducing secure facial recognition,

online document uploading and digital signature

solutions have been core deliverables of the project.

The introduction of facial recognition,

document upload and digital signature

solutions enables our people to work

more digitally.

Our environment

Heartland Annual Review 2019

P. 38

OUR ENVIRONMENT

The volume of printing from office printers in
FY2019 has only slightly increased by 1% from

FY2018. Given the business growth (receivables are

7% higher in June 2019 versus June 2018), this is a

good result. Encouragingly, print volumes for the

month of June 2019 are down 12% on June 2018.

We anticipate further roll out of automation and

paperless initiatives will see continued efficiencies

in this space. This is both a good outcome for our

environmental footprint and cost efficiencies.

LOOKING AHEAD

We are committed to working together to do the

right thing and start the journey towards helping

New Zealand transition to a zero carbon economy.

While we have taken some small steps toward this,

we know we need to do more and are evaluating

our overall sustainability strategy.

To achieve this, we will assess our current state

and set reduction targets to monitor and

measure Heartland’s progress. Initiatives we

are considering include:

–establishing a decarbonisation roadmap for

the business to identify initial projects that

can be implemented

–looking for opportunities to fund research

and development initiatives that are aligned

to and share our sustainability goals

–converting our vehicle fleet to electric and/or

hybrid vehicles

–encouraging our people to use their volunteer

days to support organisations and projects

which align with our sustainability goals.

Heartland is looking to convert

its vehicle fleet to electric or

hybrid vehicles.

Heartland Annual Review 2019

P. 39

OUR ENVIRONMENT

Financial commentary
Net profit after tax (NPAT) was

$73.6 million for the year ended

30 June 2019, an increase of 9.0%

from the previous financial year

ended 30 June 2018.

Heartland has achieved excellent growth in net finance

receivables of 9.1% after the adoption of the new

accounting standard for provisioning, IFRS9. Excluding the

impact of IFRS9, net finance receivables increased by 10.7%.

NET OPERATING INCOME

Net Operating Income (NOI) was $205.8 million for the

year ended 30 June 2019, an increase of $9.0 million

(4.6% growth). Excluding the impact of the prior year’s

one off income of $5.4 million, the growth was $14.4 million

(7.3% growth).

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

30 June 2019 was 4.33% compared to 4.42% for the year

ended 30 June 2018. NIM was impacted by the proportional

changes in Receivables, in particular the strong growth in

reverse mortgages which has a lower NIM relative to other

products (but with correspondingly lower impairments). NIM

was further impacted by $1.1 million of break cost incurred

due to the early repayment of the Tier 2 Australian dollar

subordinated bond. Excluding these costs, NIM was 4.35%.

COSTS

Operating costs were $85.6 million for the year ended 30

June 2019, an increase of $5.1 million (6.4% growth). Higher

operating expenses were due to growth, one-off corporate

restructure and ASX listing costs of $1.8 million and one-off

foreign currency costs of $1.3 million also incurred in

relation to the corporate restructure.

The cost to income ratio increased to 41.6%, compared

to 40.9% for 2018. Excluding one-off costs related to the

corporate restructure and ASX listing referred to above, the

cost to income ratio was 39.9% compared to 40.9% for 2018.

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. As a result,

impairment expense for the year ended 30 June 2019 is

not directly comparable to the year ended 30 June 2018

primarily due to the new requirement to provide for

impairment losses on all loans, not just those past due or

impaired. This particularly impacted Harmoney and Motor

which had high growth and, in the case of Harmoney,

higher expected loss rates than other segments.

Impaired asset expense decreased by $1.4 million (6.3%) to

$20.7 million for the year ended 30 June 2019. $3.1 million

of that was the result of increases in provisions on loans

not past due or impaired as a result of the application of

the new IFRS9 methodology. This would not have been

recognised in the year ended 30 June 2019 under the

previous applicable accounting standard.

Impaired asset expense as a percentage of average

Receivables decreased from 0.58% in 2018 to 0.49% in 2019.

Excluding the impact of IFRS9, the ratio was 0.42% in 2019.

Impairment and collection rates in Motor improved during

the year following changes to collection processes, and as

a result reduced impairment expense by $2.1 million.

Impaired and past due loans over 90 days decreased by

$3.0 million to $70.9 million, and decreased from 1.84%

to 1.61% as a percentage of Receivables.

IFRS ADJUSTMENTS

The initial adoption of IFRS9 also resulted in opening

adjustments to provisions for impairments of $25.3 million

and retained earnings of $19.3 million, after allowance for

a deferred tax benefit. IFRS9 also introduced a change in

the way Reverse Mortgages are valued. Under IFRS9 they

are ‘fair-valued’.

BUSINESS PERFORMANCE

New Zealand Reverse Mortgages

New Zealand Reverse Mortgage Receivables increased

$52.0 million (11.4%). Reported growth was $104.4 million

(22.8% growth) to $561.2 million due to $54.7 million of

Australian Reverse Mortgages transferred from Australia

to New Zealand, offset by an adverse foreign exchange

impact of $2.0 million.

New Zealand Reverse Mortgages net operating income

was $20.9 million, an increase of $2.4 million (13.3%).

Motor

Motor Receivables increased $127.6 million (13.3%)

to $1,088.6 million through Motor dealer lending

(car dealerships, brokers and partnerships such as

Holden and Jaguar/Land Rover).

Motor net operating income was $57.1 million,

an increase of $4.2 million (8.0%).

Heartland Annual Review 2019

P. 40

FINANCIAL COMMENTARY

Harmoney and other personal lending
Harmoney and other personal lending Receivables increased

$45.1 million (24.9%), excluding the impact of changes in

foreign currency exchange rates. New Zealand Harmoney

and other personal lending increased $31.5 million (20.3%)

to $186.3 million and Australia Harmoney increased $13.6

million (52.0%), excluding the impact of changes in foreign

currency exchange rates, to $38.3 million.

Harmoney and other personal lending net operating income

was $18.9 million, an increase of $4.1 million (27.6%).

Business

Business Receivables increased by $38.0 million (3.5%

growth) to $1,118.2 million. 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 $101.7 million (31.4%) to

$425.4 million and Open for Business lending up

$43.4 million (48.2%) to $133.3 million. Business

Relationship lending continues to be managed down

as part of our strategy to reduce low margin risk

concentration resulting in Business Relationship

Receivables reducing by $107.0 million.

Business lending net operating income was $55.9 million,

an increase of $3.5 million (6.8%).

Rural

Rural Receivables decreased by $4.1 million (0.6%) to

$656.4 million. We continue to manage down large

Rural Relationship lending to reduce low margin risk

concentration in this area resulting in Rural Relationship

Receivables reducing by $23.4 million. Livestock Receivables

increased by $19.3 million (18.8%) to $121.6 million.

Rural lending net operating income was $31.7 million,

a decrease of $0.6 million (1.9%).

Australia

Australian Reverse Mortgage Receivables increased $163.0

million (24.0%) excluding the impact of changes in foreign

currency exchange rates and reverse mortgage transfers

to New Zealand. Reported growth was $79.6 million (11.7%)

to $757.6 million due to $54.7 million of reverse mortgage

transfers to New Zealand and an adverse foreign exchange

impact of $31.0 million.

Net operating income from Australian operations was

$22.7 million, an increase of $2.2 million (10.7%).

NET ASSETS

During the reporting period, Net Assets increased by

$11.5 million to $675.7 million after taking into account

a reduction of $19.3 million as a result of the initial

adoption of IFRS9. Net Tangible Assets (NTA) increased

by $9.0 million to $593.5 million. On a per share basis,

NTA was $1.04, unchanged from 2018.

FUNDING AND LIQUIDITY

Heartland operates a diversified funding base that

continues to grow with the business.

Deposits increased by $271.9 million (9.4% growth) to

$3.2 billion. Heartland continues to provide market leading

call and competitive term deposit offerings, providing

customers with competitive interest rates and unlimited

on call access to their money through the Heartland Direct

Call Account.

In August 2018, the Asset-Backed Commercial Paper

programme was replaced with a new externally rated auto

loan warehouse which is bank funded. The facility was

utilised during the year but undrawn as at 30 June 2019.

Heartland Bank successfully completed a $125 million

five-year unsubordinated, unsecured, medium term

fixed rate note offer, which included $50 million of

oversubscriptions. The notes were issued on 12 April 2019

with a maturity date of 21 September 2022 and are quoted

on the NZX Debt Market.

Heartland Australia Group Pty Limited issued an A$50

million two-year unsubordinated, medium-term note on

8 March 2019 with a maturity date of 8 March 2021.

The Seniors Warehouse Trust Securitisation facility

increased A$50m during the year.

In May 2019, Heartland introduced leverage capacity to the

holding company with a $50 million corporate debt facility,

which was undrawn as at 30 June 2019.

CAPITAL

Heartland did not need to undertake an issue of capital

during the current financial year, with the increase in new

shares being due to the Dividend Reinvestment Plan (DRP).

A 2019 final ordinary dividend of 6.5 cents per share

was declared bringing the 2019 full year ordinary declared

dividend to 10.0 cents per share, 1.0 cent higher than the

total dividend paid for 2018. The increase in the dividend

reflects the performance of Heartland, particularly

Australia, and also allows for investment in growth.

The DRP remained in effect for the final dividend

with a 2.0% discount.

Return on Equity (ROE) of 11.1% was consistent with

2018 as was Earnings per Share (EPS) at 13.0 cents.

CHANGE IN PROFITABILITY ($MILLION)

June 2018 net profit after tax67. 5

Net Interest Income14.9

Lease, fee and other income(4.7)

Selling and administration expenses( 2.1)

Impairment expense1.4

Fair value movement on investment property1.9

One-off operating expenses and break cost(4.2)

Income tax expense(1.1)

June 2019 net profit after tax73.6

Heartland Annual Review 2019

P. 41

FINANCIAL COMMENTARY

$000’sJune 2019June 2018
Interest income 334,330 309,284

Interest expense 136,747 125,483

Net interest income 197,583 183,801

Net operating lease income 1,835 1,670

Lending and credit fee income3,117 2,351

Other income3,307 8,972

Net operating income 205,842 196,794

Operating expenses 85,589 80,433

Profit before impaired asset expense and income tax 120,253 116,361

Fair value movement on investment property1,936 –

Impaired asset expense 20,676 22,067

Profit before income tax 101,513 94,294

Income tax expense 27,896 26,781

Net profit attributable to shareholders 73,617 67,513

Other comprehensive income for the year, net of income tax (7,161) 3,708

Total comprehensive income for the year 66,456 71,221

Basic and diluted earnings per share (cents) 13 13

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2019

Consolidated Statement of Cash Flows

For the year ended 30 June 2019

$000’sJune 2019June 2018

Operating inflows314,339 295,810

Operating outflows(250,906)(221,273)

Changes in operating assets and liabilities(113,345)(125,716)

Net cash flows applied to operating activities(49,912)(51,179)

Net cash flows from investing activities(15,981)(35,931)

Net cash flows from financing activities96,889 79,658

Net increase/(decrease) increase in cash held30,996 (7,452)

Cash and cash equivalents at the beginning of the year49,588 57,040

Closing cash and cash equivalents80,584 49,588

Summary financials

Heartland Annual Review 2019

P. 42

SUMMARY FINANCIALS

Statement of Changes in Equity
For the year ended 30 June 2019

$000’sJune 2019June 2018

Balance at beginning of the year664,160 569,595

NZ IFRS9 adjustment(19,283)–

Restated balance at beginning of the year644,877 569,595

Net profit attributable to shareholders73,617 67,513

Other comprehensive income for the year, net of income tax(7,161)3,708

Dividends paid net of reinvested dividends(36,266)(35,150)

Issue of share capital net of transaction cost(18)58,315

Other movements619 179

Balance at end of the year675,668 664,160

Consolidated Statement of Financial Position

As at 30 June 2019

$000’sJune 2019June 2018

Cash and cash equivalents80,584 49,588

Investments354,928 340,546

Investment properties11,132 9,196

Derivative financial instruments12,675 923

Finance receivables3,029,231 3,984,941

Finance receivables - reverse mortgages1,318,819 -

Operating lease vehicles15,516 17,524

Other assets21,309 14,411

Intangible assets72,679 74,401

Deferred tax asset9,531 5,319

Total assets4,926,404 4,496,849

Retail deposits3,153,681 2,881,805

Other borrowings1,056,653 914,253

Tax liabilities7,532 11,459

Derivative financial instruments10,372 2,562

Trade and other payables22,498 22,610

Total liabilities4,250,736 3,832,689

Equity

Share capital558,970 542,315

Retained earnings and other reserves116,698 121,845

Total equity675,668 664,160

Total equity and liabilities4,926,404 4,496,849

Heartland Annual Review 2019

P. 43

SUMMARY FINANCIALS

DIRECTORS
HEARTLAND GROUP BOARD

Geoff Ricketts

Chair and Independent Non-Executive Director

Jeff Greenslade

Executive Director and CEO

Ellie Comerford

Independent Non-Executive Director

Sir Chris Mace

Independent Non-Executive Director

Greg Tomlinson

Non-Executive Director

HEARTLAND BANK BOARD

Bruce Irvine

Chair and Independent Non-Executive Director

Ellie Comerford

Independent Non-Executive Director

Jeff Greenslade

Executive Director

John Harvey

Independent Non-Executive Director

Kate Morrison

Independent Non-Executive Director

Geoff Ricketts

Independent Non-Executive Director

Vanessa Stoddart

Independent Non-Executive Director

STRATEGIC MANAGEMENT GROUP

Jeff Greenslade

CEO, Heartland Group

Chris Flood

CEO, Heartland Bank

Cherise Barrie

Chief Financial Officer

Laura Byrne

Chief Culture & Communications Officer ( joint)

Grant Kemble

Chief Risk Officer

Rochelle Moloney

Chief Culture & Communications Officer ( joint)

Sarah Smith

Chief Technology 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 Avenue,

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

Heartland Annual Review 2019

P. 44

DIRECTORY

insight

creative.co.nz

HEART022

Do the
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Do the
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FINANCIAL REPORT 2019


Financial statements

This Annual Report of Heartland Group Holdings Limited

(Heartland) is dated 30 September 2019 and comprises this

Financial Report and the accompanying Annual Review.

The Annual Report is signed on behalf of the Board of

Directors by:

GEOFFREY RICKETTS JEFF GREENSLADE

Chair of the Board Chief Executive Officer

Financial statements
General information...............................................................................................2

Directors..................................................................................................................3

Auditor ....................................................................................................................3

Other material matters .........................................................................................3

Directors’ statements ............................................................................................4

Consolidated statement of comprehensive income ..........................................5

Consolidated statement of changes in equity ....................................................6

Consolidated statement of financial position ....................................................7

Consolidated statement of cash flows ................................................................8

Notes to the financial statements

1 Financial statements preparation ...............................................................10

Performance

2 Segment reporting .......................................................................................15

3 Net interest income ......................................................................................17

4 Net operating lease income .........................................................................17

5 Other income.................................................................................................18

6 Operating expenses ......................................................................................18

7 Impaired asset expense ................................................................................19

8 Taxation .........................................................................................................20

9 Earnings per share ........................................................................................21

Financial position

10 Investments ...................................................................................................22

11 Investment properties..................................................................................22

12 Derivative financial instruments .................................................................23

13 Finance receivables .......................................................................................25

14 Operating lease vehicles ...............................................................................28

15 Borrowings .....................................................................................................28

16 Share capital and dividends .........................................................................29

17 Other balance sheet items ...........................................................................30

18 Other reserves ...............................................................................................31

19 Related party transactions and balances ...................................................31

20 Fair value ........................................................................................................32

Risk management

21 Enterprise risk management program .......................................................36

22 Credit risk exposure ......................................................................................39

23 Liquidity risk ...................................................................................................42

24 Interest rate risk ............................................................................................44

Other disclosures

25 Significant subsidiaries .................................................................................46

26 Structured entities........................................................................................46

27 Staff share ownership arrangements .........................................................47

28 Concentrations of funding ...........................................................................50

29 Contingent liabilities and commitments ....................................................50

30 Events after the reporting date ..................................................................50

Auditor’s report ......................................................................................................51

Corporate governance ...........................................................................................56

Disclosures

Directors' disclosures .............................................................................................64

Executive remuneration ........................................................................................72

Diversity report ......................................................................................................73

Shareholder information .......................................................................................76

Other information ..................................................................................................77

Directory ................................................................................................................78

CONTENTS

Financial statements
GENERAL INFORMATION

These financial statements are issued by Heartland Group Holdings Limited and its subsidiaries (the Group) for the year ended 30 June 2019.

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) and subsidiaries (HBL Group) 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 financial statements presented for the year ended 30 June 2019 are for the Group

as if it had operated for the entire period. Comparative figures shown are for the consolidated HBL Group.

Name and address for service

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

Details of incorporation

HGH was incorporated under the Companies Act 1993 on 19 July 2018.

GENERAL INFORMATION

Heartland Financial Report 2019

P. 2

DIRECTORS
All Directors of the Group reside in New Zealand with the exception of Ellen Comerford who resides in Australia. Communications to the Directors

can be sent to Heartland Group Holdings Limited, 35 Teed Street, Newmarket, Auckland. At the time of the signing of these Financial Statements

the Directors of the Group and their details were:

Chairman - Board of Directors

Name: Geoffrey Thomas Ricketts CNZM Qualifications: LLB(Hons), LLD (honoris causa), CFInstD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

Asteron Life Limited, Janmac Capital Limited, Maisemore Enterprises Limited, MCF2 Message4U Limited, MCF 2 Nexus Limited, MCF 7 Limited,

MCF 8 Limited, MCF 9 Limited, MCF 10 Limited, MCF2 (Fund 1) Limited, MCF2A General Partner Limited, MCF2 GP Limited, MCF3 GP Limited,

MCF3B General Partner Limited, MCF3A General Partner Limited, MCF2 FFF-GK Limited, MC Medical Properties Limited, Mercury Capital No.1

Fund Limited, Mercury Capital No. 1 Trustee Limited, Mercury Pharmacy Holdings Limited, Mercury Medical Holdings Limited, New Zealand Catholic

Education Office Limited, NZCEO Finance Limited, O & E Group Services Limited, Oceania and Eastern Finance Limited, Oceania and Eastern

Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern Limited, Oceania and Eastern Securities Limited, Oceania North

Limited, Oceania Securities Limited, Quartet Equities Limited, Suncorp Group Holdings (NZ) Ltd, Suncorp Group New Zealand Limited, Suncorp

Group Services NZ Limited, The Centre for Independent Studies Limited, The Todd Corporation Limited, Todd Management Services Limited, Todd

Offshore Limited, Vero Insurance New Zealand Limited, Vero Liability Insurance Limited.

Name: Jeffrey Kenneth Greenslade Qualifications: LLB

Type of Director: Non-Independent Executive Director Occupation: Chief Executive Officer

External Directorships: Nil

Name: Ellen Frances Comerford Qualifications: BEc

Type of Director: Independent Non-Executive Director Occupation: Chief Financial Officer of Hollard Insurance Company Pty Ltd

External Directorships:

Comerford Gohl Holdings Pty Limited, Hollard Holdings Australia Pty Limited, The Hollard Insurance Company Pty Limited.

Name: Sir Christopher Robert Mace KNZM Qualifications: CMInstD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

Akitu Equities Limited, Akitu Capital Limited, Akitu Group Company No 1 Limited, Akitu Group Company No 2 Limited, Akitu Group Company

No 3 Limited, Akitu Health Services Limited, Akitu Investments Limited, Akitu Investments No 2 Limited, Goldburn Resources Limited, Helicopter

Enterprises Limited, Janik Equities Limited, Janmac Capital Limited, J N S Capital Limited, Mace Capital Limited, Mace Construction Limited,

Mace Developments Limited, Mace Enterprises Limited, Mace Investments Limited, Maisemore Enterprises Limited, Nuffield Forestry Limited,

Oceania and Eastern Finance Limited, Oceania and Eastern Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern

Limited, Oceania and Eastern Securities Limited, O & E Group Services Limited, Paroa Bay Station Limited, PPT Trustee (NZ) Limited, Quartet

Equities Limited, St. Just Enterprises Limited, Te Puia Tapapa GP Limited.

Name: Gregory Raymond Tomlinson Qualifications: AME

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

Alta Cable Holdings Limited, Argenta Limited, Chippies Vineyard Limited, Forte Health Group Limited, Forte Health Limited, Impact Capital

Management Limited, Impact Capital Limited, Indevin Group Limited, Little Ngakuta Trust Company Limited, Mountbatten Trustee Limited, Nearco

Stud Limited, Ngakuta Trust Company Limited, Oceania Healthcare Limited, Pelorus Finance Limited, St Leonards Limited, The Icehouse Limited,

Tomlinson Group NZ Limited, Tomlinson Holdings Limited, Tomlinson Group Investments Limited, Tomlinson Ventures Limited.

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 these Consolidated Financial

statements which would, if disclosed in these Consolidated Financial Statements, materially affect the decision of a person to subscribe for debt

securities of which the Group is the issuer.

DIRECTORS

Heartland Financial Report 2019

P. 3


Financial statements

DIRECTORS’ STATEMENTS

The Consolidated Financial Statements are dated 15 August 2019 and have been signed by all the Directors.

G T Ricketts (Chair) E F Comerford

J K Greenslade Sir C R Mace

G R Tomlinson

DIREC TORS ’ STATEMENTS

Heartland Financial Report 2019

P. 4

Consolidated statement of comprehensive income
For the year ended 30 June 2019

$000’sNOTEJune 2019June 2018

Interest income3 334,330 309,284

Interest expense3 136,747 125,483

Net interest income 197,583 183,801

Operating lease income4 5,262 5,675

Operating lease expenses4 3,427 4,005

Net operating lease income 1,835 1,670

Lending and credit fee income3,117 2,351

Other income5 3,307 8,972

Net operating income 205,842 196,794

Operating expenses6 85,589 80,433

Profit before impaired asset expense and income tax 120,253 116,361

Fair value movement on investment property11 1,936 -

Impaired asset expense7 20,676 22,067

Profit before income tax 101,513 94,294

Income tax expense8 27,896 26,781

Profit for the year 73,617 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 derivative financial instruments, net of income tax (4,762) 72

Movement in fair value reserve, net of income tax 2,968 981

Movement in foreign currency translation reserve (5,281) 2,315

Items that will not be reclassified to profit or loss:

Movement in defined benefit reserve, net of income tax (86) 340

Other comprehensive income for the year, net of income tax (7,161) 3,708

Total comprehensive income for the year 66,456 71,221

Earnings per share

Basic earnings per share9 13c 13c

Diluted earnings per share9 13c 13c

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

The notes on pages 10 to 50 are an integral part of this consolidated financial statement.

CONSOLIDATED STATEMENTS

Heartland Financial Report 2019

P. 5


Financial statements

Consolidated statement of changes in equity

For the year ended 30 June 2019

June 2019June 2018

$000’sNote

Share

CapitalReserves

Retained

Earnings

Total

Equity

Share

CapitalReserves

Retained

Earnings

Total

Equity

Balance at beginning of year542,315 4,585 117,260 664,160 470,516 1,437 97,642 569,595

NZ IFRS 9 adjustment1 – – (19,283)(19,283)– – – –

Restated balance at beginning of year542,315 4,585 97,977 644,877 470,516 1,437 97,642 569,595

Total comprehensive income for the year

Profit for the year– – 73,617 73,617 – – 67,513 67,513

Other comprehensive income/(loss) net of

income tax– (7,161)– (7,161)– 3,708 – 3,708

Total comprehensive income for the year– (7,161)73,617 66,456 – 3,708 67,513 71,221

Contributions by and distributions to owners

Dividends paid16 – – (50,599)(50,599)– – (47,895)(47,895)

Dividend reinvestment plan16 14,333 – – 14,333 12,745 – – 12,745

Issue of share capital– – – – 59,225 – – 59,225

Transaction costs associated with capital

raising(18)– – (18)(910)– – (910)

Share based payments– 619 – 619 – 666 – 666

Shares vested2,340 (2,340)– – 739 (1,226)– (487)

Total transactions with owners16,655 (1,721)(50,599)(35,665)71,799 (560)(47,895)23,344

Balance at the end of the year558,970 (4,297)120,995 675,668 542,315 4,585 117,260 664,160

The notes on pages 10 to 50 are an integral part of this consolidated financial statement.

CONSOLIDATED STATEMENTS

Heartland Financial Report 2019

P. 6

Consolidated statement of financial position
As at 30 June 2019

$000’sNOTEJune 2019June 2018

Assets

Cash and cash equivalents80,584 49,588

Investments10 354,928 340,546

Investment properties11 11,132 9,196

Derivative financial instruments12 12,675 923

Finance receivables13 3,029,231 3,984,941

Finance receivables - reverse mortgages13 1,318,819 -

Operating lease vehicles14 15,516 17,524

Other assets17 21,309 14,411

Intangible assets17 72,679 74,401

Deferred tax asset8 9,531 5,319

Total assets4,926,404 4,496,849

Liabilities

Retail deposits15 3,153,681 2,881,805

Other borrowings15 1,056,653 914,253

Tax liabilities7,532 11,459

Derivative financial instruments12 10,372 2,562

Trade and other payables1722,498 22,610

Total liabilities4,250,736 3,832,689

Equity

Share capital16 558,970 542,315

Retained earnings and other reserves116,698 121,845

Total equity675,668 664,160

Total equity and liabilities4,926,404 4,496,849

Total interest earning and discount bearing assets4,773,180 4,361,937

Total interest and discount bearing liabilities4,208,879 3,790,067

The notes on pages 10 to 50 are an integral part of this consolidated financial statement.

CONSOLIDATED STATEMENTS

Heartland Financial Report 2019

P. 7


Financial statements

$000’sNoteJune 2019June 2018

Cash flows from operating activities

Interest received304,991 280,471

Operating lease income received4,761 4,941

Lending, credit fees and other income received4,587 10,398

Operating inflows314,339 295,810

Payments to suppliers and employees89,607 73,672

Interest paid135,404 123,783

Taxation paid25,895 23,818

Operating outflows250,906 221,273

Net cash flows from operating activities before changes in operating assets and liabilities63,433 74,537

Proceeds from sale of operating lease vehicles4,641 5,577

Purchase of operating lease vehicles(5,495)(7,163)

Net movement in finance receivables(384,367)(431,863)

Net movement in deposits271,876 307,733

Net cash flows applied to operating activities(49,912)(51,179)

Cash flows from investing activities

Net proceeds from sale of investment properties– 3,185

Proceeds from equity investments– 300

Total cash provided from investing activities– 3,485

Purchase of property plant equipment and intangible assets4,513 8,837

Net increase in investments11,468 23,107

Purchase of investment properties– 7,472

Total cash applied to investing activities15,981 39,416

Net cash flows applied to investing activities(15,981)(35,931)

Cash flows from financing activities

Net increase/(decrease) in wholesale funding31,000 (93,507)

Proceeds from issue of Unsubordinated Notes125,000 150,000

Increase in share capital– 58,315

Total cash provided from financing activities156,000 114,808

Dividends paid16 36,265 35,150

Repayment of subordinated notes15 22,846 –

Total cash applied to financing activities59,111 35,150

Net cash flows from financing activities96,889 79,658

Net increase/(decrease) increase in cash held30,996 (7,452)

Opening cash and cash equivalents49,588 57,040

Closing cash and cash equivalents80,584 49,588

The notes on pages 10 to 50 are an integral part of this consolidated financial statement.

Consolidated statement of cash flows

For the year ended 30 June 2019

CONSOLIDATED STATEMENTS

Heartland Financial Report 2019

P. 8

Consolidated statement of cash flows
For the year ended 30 June 2019

RECONCILIATION OF PROFIT AFTER TAX TO NET CASH FLOWS FROM OPERATING ACTIVITIES

$000’sNoteJune 2019June 2018

Profit for the year73,617 67,513

Add / (less) non-cash items:

Depreciation and amortisation expense5,760 4,638

Depreciation on lease vehicles3,363 3,771

Capitalised net interest income(29,417)(26,373)

Impaired asset expense7 20,676 22,067

Investment property fair value movement(1,936)–

Total non-cash items (1,554)4,103

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

Finance receivables(384,367)(431,863)

Operating lease vehicles(1,354)(2,257)

Other assets(8,260)(635)

Current tax (3,927)1,603

Derivative financial instruments(8,701)(1,638)

Deferred tax3,759 2,533

Deposits271,876 307,733

Other liabilities8,999 1,729

Total movements in operating assets and liabilities(121,975)(122,795)

Net cash flows applied to operating activities(49,912)(51,179)

The notes on pages 10 to 50 are an integral part of this consolidated financial statement.

CONSOLIDATED STATEMENTS

Heartland Financial Report 2019

P. 9


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

1 Financial statements preparation

Reporting entity

The financial statements presented are the consolidated financial statements comprising Heartland Group Holdings Limited (HGH) and its

subsidiaries (the Group). Refer note 25 – Significant subsidiaries for further details.

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 Financial Markets

Conduct (FMC) reporting entity for the purposes of the Financial Markets Conduct Act 2013.

As common control remained after the restructure, the financial statements presented for the year ended 30 June 2019 are for the Group

as if it had operated for the entire period. Comparative figures shown are for the consolidated HBL Group.

As at 30 June 2019, the Group is a company incorporated in New Zealand under the Companies Act 1993.

Basis of preparation

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP) and the

NZX Main Board Listing Rules and the ASX Listing Rules. The financial statements comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate for profit-oriented entities. The financial

statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

The financial statements are presented in New Zealand dollars which is the Group’s currency. Unless otherwise indicated, amounts are rounded

to the nearest thousand.

The financial statements have been prepared on the basis of historical cost, except for certain financial instruments and investment property,

which are measured at their fair values as identified in the accounting policies set out in the accompanying notes.

The financial statements have been prepared on a going concern basis after considering the Group’s funding and liquidity position.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial statements.

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

Principles of consolidation

The consolidated financial statements of the Group incorporate the assets, liabilities and results of all controlled entities. Controlled entities are

all entities in which the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect

those returns through its power over the investee. Intercompany transactions, balances and any unrealised income and expense (except for foreign

currency transaction gains or losses) between controlled entities are eliminated.

Assets and liabilities with transactional currency that is not the New Zealand dollar, are translated at the exchange rates ruling at balance date.

Revenue and expense items are translated at the spot rate at the transaction date or a rate approximating that rate. Exchange differences are

taken to the Consolidated Statement of Comprehensive Income.

Changes in accounting policy

The Group adopted NZ IFRS 9 - Financial instruments (NZ IFRS 9) and NZ IFRS 15 - Revenue from contracts with customers (NZ IFRS 15) 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 have been made to accounting policies as result of the application of NZ IFRS 9.

Impairment of finance receivables

At each reporting date, the Group applies a three stage approach to measuring expected credit losses (ECL) to Finance receivables not carried

at fair value. The ECL model assesses whether there has been a significant increase in credit risk since initial recognition

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.

Heartland Financial Report 2019

P. 10

NOTES
After initial recognition, the Group applies a three stage test to measuring ECLs. Assets may migrate through the following stages based on their

change in credit quality.

Stage 1 12 months ECL (past due 30 days or less)

Where there has been no evidence of increased credit risk since initial recognition, and are not credit impaired upon origination,

the portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised.

Stage 2 Lifetime ECL not credit impaired (greater than 30 but less than 90 days past due)

Where there has been a significant increase in credit risk.

Stage 3 Lifetime ECL credit impaired (90 days past due or more)

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired.

In determining whether credit risk has increased, all available information relevant to the assessment of economic conditions at the reporting date

are taken into consideration. To do this the Group considers its historical loss experience and adjusts this for current observable data. In addition

to this the Group uses reasonable and supportable forecasts of future economic conditions including experienced judgement to estimate the

amount of an expected impairment loss. Future economic conditions consider macroeconomic factors such as unemployment, interest rate, gross

domestic product, and inflation, and requires an evaluation of both the current and forecast direction of the economic cycle. The methodology and

assumptions including any forecasts of future economic conditions are reviewed regularly as incorporating forward-looking information increases

the level of judgement as to how changes in these macroeconomic factors will affect the ECL.

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

is used to determine impairment provisions.

Impairment of investments

The requirements of NZ IFRS 9 also apply to the Group’s investments. The impact of which has been assessed as not material.

The table below shows 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 Instruments

NZ IAS 39

Measurement category

NZ IFRS 9

Measurement category

NZ IAS 39

Carrying value

June 2018

NZ IFRS 9

Carrying value

1 July 2018

Financial assets

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

comprehensive income (FVOCI)230,754230,754

Public sector securities and Corporate bondsAFSFVOCI57,81857,818

Local authority stockAFSFVOCI42,28042,280

Equity investmentsFair value through profit

or loss (FVTPL)FVOCI 9,6949,694

Finance receivables – reverse mortgagesAmortised costFVTPL1,129,9561,132,838

Finance receivablesAmortised costAmortised cost2,854,9852,824,819

Trade receivablesAmortised costAmortised cost1,6131,613

1 Financial statements preparation (continued)

Heartland Financial Report 2019

P. 11


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

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

$000’s

Audited

12 months to

June 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

Derivative financial instruments923 – 923

Finance receivables3,984,941 (27,284)3,957,657

Operating lease vehicles17,524 – 17,524

Other assets14,411 – 14,411

Intangible assets74,401 – 74,401

Deferred tax asset5,319 8,001 13,320

Total assets4,496,849 (19,283)4,477,566

Liabilities

Retail deposits2,881,805 – 2,881,805

Other borrowings914,253 – 914,253

Tax liabilities11,459 – 11,459

Derivative financial instruments2,562 2,562

Trade and other payables22,610 – 22,610

Total liabilities3,832,689 – 3,832,689

Equity

Share capital542,315 – 542,315

Retained earnings and reserves121,845 (19,283)102,562

Total equity664,160 (19,283)644,877

Total equity and liabilities4,496,849 – 4,477,566

Impact of NZ IFRS 9 adjustment on adoption

Additional provision for impairment recognised at 1 July 2018 on:

– Finance receivables28,085

– Finance receivables - reverse mortgages (2,824)

Provision for impairment at 1 July 201825,261

Change in valuation basis - reverse mortgages 2,023

Income tax expense(8,001)

Net impact on retained earnings19,283

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.

1 Financial statements preparation (continued)

Heartland Financial Report 2019

P. 12

NOTES
1 Financial statements preparation (continued)

Accounting standards issued but 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 January 201930 June 2020

NZ IFRS 9 Financial instruments: contains relaxed requirements for hedge effectiveness, and

expanded disclosures.

1 January 2019To be confirmed

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

presentation and disclosure of insurance contracts.

1 January 202130 June 2022

NZ IFRS 16 Leases

NZ IFRS 16 Leases replaces NZ IAS 17 Leases and will be adopted by the Group from 1 July 2019. NZ IFRS 16 requires that a right of use asset

and lease liability is recognised at lease commencement date. The value of the lease liability is the present value of all future payments arising

from a lease contract. The right of use asset will be depreciated over the life of the lease. This could affect the timing on expenses of leased assets.

This change will primarily affect leases relating to properties and car leases. Currently the Group accounts for these as operating leases.

The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption.

All practical expedients available to the Group around short term leases, and low value leases will be applied. Right-of-use assets will be measured

on transition as if the new rules had always been applied, using the transition discount rate. The cumulative effect of adopting NZ IFRS 16 is

estimated at $2 million and will be recognised as an adjustment to the opening balance of retained earnings at 1 July 2019, with no restatement

of comparative information.

NZ IFRS 9 Financial instruments

NZ IFRS 9 introduces new hedge accounting requirements which more closely align accounting with risk management activities undertaken

when hedging financial and non-financial risks. NZ IFRS 9 provides the Group with an accounting policy choice to continue to apply the NZ IAS 39

hedge accounting requirements until the International Accounting Standards Board’s ongoing project on macro hedge accounting is completed.

The Group’s current expectation is that it will continue to apply the hedge accounting requirements of NZ IAS 39.

Estimates and judgements

The preparation of the Group’s financial statements requires the use of estimates and judgement. This note provides an overview of the areas that

involve a higher degree of judgement or complexity. Detailed information about each of these estimates and judgements is included in the relevant

notes together with the basis of calculation for each affected item in the financial statements.

▲Provisions for impairment – The effect of credit risk is quantified based on management’s best estimate of future cash repayments and proceeds

from any security held or by reference to risk profile groupings and historical loss data. Refer to Note 13 - Finance receivables for further details.

▲Fair value of reverse mortgages – Fair value is quantified by the transaction price and management’s subsequent best estimate of the risk profile

of the reverse mortgage portfolio. Refer to Note 20 – Fair value for further details.

▲Goodwill – Determining the fair value of assets and liabilities of acquired businesses requires the exercise of management judgement. The carrying

value of goodwill is tested annually for impairment, refer to Note 17 - Other balance sheet items.

Assumptions made at each reporting date (e.g. the calculation of the provision for impairment and fair value adjustments) are based on best

estimates as at that date. Although the Group has internal controls in place to ensure that estimates can be reliably measured, actual amounts may

differ from these estimates. The estimates and judgements used in the preparation of the Group’s financial statement are continually evaluated.

They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity.

Revisions to accounting estimates are recognised in the reporting period in which the estimates are revised and in any future periods affected.

Heartland Financial Report 2019

P. 13


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

1 Financial statements preparation (continued)

Financial assets and liabilities

The Group initially recognises finance receivables and borrowings on the date that they are originated. All other financial assets and liabilities

(including assets and liabilities designated at fair value through profit or loss) are initially recognised on the trade date at which the Group becomes

a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive

the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset

are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

The Group enters into transactions whereby it transfers assets recognised on its Statement of Financial Position, but retains either all risks or

rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then the transferred assets are not

derecognised from the Statement of Financial Position. Transfers of assets with the retention of all or substantially all risks and rewards include,

for example, securitised assets and repurchase transactions.

Offsetting financial instruments

The Group offsets financial assets and financial liabilities and reports the net balance in the balance sheet where there is currently a legally

enforceable right to set off and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Heartland Financial Report 2019

P. 14

NOTES
PERFORMANCE

2 Segment reporting

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.

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 NZ.

Other PersonalProviding 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 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.

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 and Other Personal. Prior year numbers have been restated accordingly.

Heartland Financial Report 2019

P. 15


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

$000’sMotor

Reverse

Mortgages

Other

PersonalBusiness RuralAustraliaOtherTotal

June 2019

Net interest income 54,753 20,673 16,345 54,334 30,865 21,148 (535)197,583

Net other income2,313 224 2,563 1,524 816 1,582 (763)8,259

Net operating income57,066 20,897 18,908 55,858 31,681 22,730 (1,298)205,842

Operating expenses2,543 2,279 5,602 9,163 3,263 5,115 57,624 85,589

Profit/(loss) before impaired asset expense and

income tax54,523 18,618 13,306 46,695 28,418 17,615 (58,922)120,253

Fair value movement on investment property1,936 1,936

Impaired asset expense5,009 268 8,429 7,102 (132)– – 20,676

Profit/(loss) before income tax49,514 18,350 4,877 41,529 28,550 17,615 (58,922)101,513

Income tax expense– – – – – 5,016 22,880 27,896

Profit/(loss) for the year49,514 18,350 4,877 41,529 28,550 12,599 (81,802)73,617

Total assets 1,074,446 561,211 215,253 1,096,253 643,278 758,268 577,695 4,926,404

Total liabilities– – – – – 740,111 3,510,625 4,250,736

$000’sMotor

Reverse

Mortgages

Other

PersonalBusiness RuralAustraliaOtherTotal

June 2018 (restated)

Net interest income 50,328 18,189 12,421 51,189 32,122 20,215 (663)183,801

Net other income2,515 262 2,392 1,124 163 310 6,227 12,993

Net operating income52,843 18,451 14,813 52,313 32,285 20,525 5,564 196,794

Operating expenses2,914 1,670 6,552 8,130 4,351 4,142 52,674 80,433

Profit/(loss) before impaired asset expense and

income tax49,929 16,781 8,261 44,183 27,934 16,383 (47,110)116,361

Impaired asset expense7,779 (362)5,741 6,275 2,400 234 – 22,067

Profit/(loss) before income tax42,150 17,143 2,520 37,908 25,534 16,149 (47,110)94,294

Income tax expense– – – – – – 26,781 26,781

Profit/(loss) for the year42,150 17,143 2,520 37,908 25,534 16,149 (73,891)67,513

Total assets955,088 453,119 178,309 1,048,239 654,935 695,251 511,908 4,496,849

Total liabilities– – – – – – 3,832,689 3,832,689

2 Segment reporting (continued)

Heartland Financial Report 2019

P. 16

NOTES
3 Net interest income

Policy

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.

$000’sJune 2019June 2018

Interest income

Cash and cash equivalents717 842

Investments10,864 9,515

Finance receivables242,556 231,848

Finance receivables - reverse mortgages80,193 67,079

Total interest income334,330 309,284

Interest expense

Retail deposits97,119 90,880

Other borrowings36,382 31,976

Net interest expense on derivative financial instruments3,246 2,627

Total interest expense136,747 125,483

Net interest income197,583 183,801

4 Net operating lease income

Policy

Leases where the Group retains substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income

and expense from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in

negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over

the lease term. Profits on the sale of operating lease assets are included as part of operating lease income. Current year depreciation and losses

on the sale of operating lease assets are included as part of operating lease expenses. The leased assets are depreciated over their useful lives

on a basis consistent with similar assets.

$000’sJune 2019June 2018

Operating lease income

Lease income4,761 5,004

Gain on disposal of lease assets501 671

Total operating lease income5,262 5,675

Operating lease expense

Depreciation on lease assets3,363 3,771

Direct lease costs64 234

Total operating lease expenses3,427 4,005

Net operating lease income1,835 1,670

Heartland Financial Report 2019

P. 17


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

5 Other income

Policy

Investment property

Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease.

Other income

Other items of income are recognised at the fair value of the consideration received or receivable.

$000’sJune 2019June 2018

Rental income from investment properties662 739

Insurance income2,436 2,238

Gain on sale of investments173 156

Other income

1

36 5,839

Total other income3,307 8,972

1 In June 2018 Other income includes

• A $0.6 million gain on the sale of the HBL’s invoice finance business.

• A $4.8 million gain in relation to the sale of property pertaining to a loan previously written off for which the bank had entered into a profit share arrangement with third parties.

6 Operating expenses

Policy

Operating expenses are recognised as the underlying service is rendered or over a period in which an asset is consumed or once a liability is

incurred.

$000’sJune 2019June 2018

Personnel expenses46,346 45,539

Directors’ fees1,099 972

Superannuation1,081 921

Audit and review of financial statements

1

614 433

Other assurance services paid to auditor

2

52 36

Other fees paid to auditor

3

–171

Depreciation - property, plant and equipment1,867 1,386

Amortisation - intangible assets3,893 3,252

Operating lease expense as a lessee1,807 2,033

Legal and professional fees3,130 2,267

Other operating expenses 25,700 23,423

Total operating expenses85,589 80,433

1 Audit and review of financial statement includes fees paid for both audit of financial statement and review of interim financial statement.

2 Other assurance services paid to the auditor comprise review of regulatory returns, trust deed reporting, registry audits and other agreed upon procedures engagements.

3 Other fees paid to the auditor include professional fees in connection with regulatory advisory services and health and safety framework review.


Heartland Financial Report 2019

P. 18

NOTES
7 Impaired asset expense

Policy

Impairment of finance receivables

At each reporting date, the Group applies a three stage approach to measuring expected credit losses (ECL) to Finance receivables not carried

at fair value. The ECL model assesses whether there has been a significant increase in credit risk since initial recognition.

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.

After initial recognition, the Group applies a three stage test to measuring ECLs. Assets may migrate through the following stages based

on their change in credit quality.

Stage 1 – 12 months ECL (past due 30 days or less)

Where there has been no evidence of increased credit risk since initial recognition, and are not credit impaired upon origination, the portion

of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised.

Stage 2 – Lifetime ECL not credit impaired (greater than 30 but less than 90 days past due)

Where there has been a significant increase in credit risk.

Stage 3 – Lifetime ECL credit impaired (90 days past due or more)

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired.

In determining whether credit risk has increased, all available information relevant to the assessment of economic conditions at the reporting

date are taken into consideration. To do this the Group considers its historical loss experience and adjusts this for current observable data.

In addition to this the Group uses reasonable and supportable forecasts of future economic conditions including experienced judgement to

estimate the amount of an expected impairment loss. Future economic conditions consider macroeconomic factors such as unemployment,

interest rate, gross domestic product, and inflation, and requires an evaluation of both the current and forecast direction of the economic cycle.

The methodology and assumptions including any forecasts of future economic conditions are reviewed regularly as incorporating forward-

looking information increases the level of judgement as to how changes in these macroeconomic factors will affect the ECL.

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

judgement is used to determine impairment provisions.

$000’sJune 2019June 2018

Non-securitised

Individually impaired expense1,311 5,190

Collectively impaired expense19,024 16,889

Total non-securitised impaired asset expense20,335 22,079

Securitised

Collectively impaired expense341 (12)

Total securitised impaired asset expense341 (12)

Total

Individually impaired expense1,311 5,190

Collectively impaired expense19,365 16,877

Total impaired asset expense20,676 22,067

Heartland Financial Report 2019

P. 19


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

8 Taxation

Policy

Income tax

Income tax expense for the year comprises current tax and movements in deferred tax balances. Income tax expense is recognised in profit or

loss except to the extent it relates to items recognised directly in other comprehensive income, in which case it is recognised in equity or other

comprehensive income.

Current tax

Current tax is the expected tax receivable or payable on the taxable income for the year, using the tax rate enacted or substantively enacted at

the reporting date, and any adjustment to the tax receivable or payable in respect of previous years. Current tax for current and prior years is

recognised as a liability (or asset) to the extent that is unpaid (or refundable).

Deferred tax

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets

and liabilities for accounting purposes and the amounts used for taxation purposes. As required by NZ IAS 12 Income Taxes, a deferred tax asset

is recognised only to the extent that it is probable that a future taxable profit will be available.

Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST. As the Group is predominantly involved in providing financial services,

only a proportion of GST paid on inputs is recoverable. The non-recoverable proportion of GST is treated as part of the cost of assets at the time

of acquisition or is expensed.

Income tax expense

$000’sJune 2019June 2018

Income tax recognised in profit and loss

Current tax

Current year 25,181 24,861

Adjustments for prior year (1,989) (332)

Tax other rates 277 –

Deferred tax

Current year 3,306 1,898

Tax other rates 54 –

Adjustments for prior year 1,067 354

Total income tax expense recognised 27,896 26,781

Income tax recognised in other comprehensive income

Current tax

Derivatives at fair value reserve (82)(261)

Deferred tax

Defined benefit plan (34)(132)

Fair value movements of cash flow hedges (238)(149)

Total income tax expense recognised in other comprehensive income (354)(542)

Reconciliation of effective tax rate

Profit before income tax 101,513 94,294

Prima facie tax @ 28% 28,424 26,402

Higher tax rate for overseas jurisdiction 331 299

Plus tax effect of items not taxable/deductible 63 58

Adjustments for prior year (922)22

Total income tax expense 27,896 26,781

Heartland Financial Report 2019

P. 20

NOTES
8 Taxation (continued)

Deferred tax assets comprise the following temporary differences:

$000’sJune 2019June 2018

Employee expenses 1,286 1,240

Provision for impairment 14,574 8,427

Investment properties 4 546

Intangibles and property, plant and equipment (4,182) (2,100)

Deferred acquisition costs (1,321) (1,476)

Operating lease vehicles (800) (850)

Other temporary differences (30) (468)

Total deferred tax assets 9,531 5,319

Opening balance of deferred tax assets 5,319 7,852

Movement recognised in profit or loss (4,537) (2,252)

Movement recognised in other comprehensive income (272) (281)

Foreign exchange and other 777 –

Movement recognised in retained earnings 8,244 –

Closing balance of deferred tax assets 9,531 5,319

Imputation credit account

$000’sJune 2019June 2018

Imputation credit account 9,116 6,717

9 Earnings per share

June 2019June 2018

Earnings

per share

cents

Net profit

after tax

$000’s

Weighted average

no. of shares

000’s

Earnings

per share

cents

Net profit

after tax

$000’s

Weighted average

no. of shares

000’s

Basic earnings 13 73,617 563,364 13 67,513 538,594

Diluted earnings 13 73,617 563,364 13 67,513 538,594

Heartland Financial Report 2019

P. 21


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

FINANCIAL POSITION

10 Investments

Policy

The Group holds investments in bank deposits, bank bonds and floating rate notes, local authority stock, public securities, corporate bonds and

equity investments. The fair values are derived by reference to published price quotations in an active market or modelled using observable

market rates. Investments are classified as being fair value through other comprehensive income.

$000’sJune 2019June 2018

Bank deposits, bank bonds and floating rate notes246,724 230,754

Public sector securities and corporate bonds82,370 57,818

Local authority stock13,399 42,280

Equity investments12,435 9,694

Total investments354,928 340,546

11 Investment properties

Policy

Investment properties are initially recorded at fair value, with subsequent changes in fair value recognised in Profit or loss. Fair values are

determined by qualified independent valuers or other similar external evidence, adjusted for changes in market conditions and the time since

last valuation.

Investment properties have been acquired through the enforcement of security over finance receivables and are held to earn rental income or

for capital appreciation (or both).

$000’sJune 2019June 2018

Opening balance9,196 4,909

Acquisition– 7,472

Fair value movement1,936 –

Disposals– (3,185)

Closing balance11,132 9,196

A $1.9 million increase in the fair value of non-core legacy property assets has been recognised, reflecting Management’s view on the current

market value of this portfolio.

Heartland Financial Report 2019

P. 22

NOTES
12 Derivative financial instruments

Policy

Derivative financial instruments are contracts whose value is derived from changes in one or more underlying financial instruments or indices.

They include forward contracts, swaps, options and combinations of these instruments.

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently measured at

their fair value. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.

Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques, including

discounted cash flow models and options pricing models, as appropriate. Fair values include adjustment for counterparty credit risk. The method

of recognising the resulting fair value gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature

of the item being hedged. A hedge instrument is a designated derivative, the changes in fair values or cash flows of which are expected to offset

changes in the fair value of cash flows of a designated hedged item.

A hedged item is an asset, liability, firm commitment or highly probable forecast transaction that exposes the Group to risk of changes in fair

value or cash flows, and that is designated as being hedged. The Group applies fair value hedge accounting to hedge movements in the value

of fixed interest rate assets and liabilities subject to interest rate risk. The Group applies cash flow hedge accounting to hedge the variability in

highly probable forecast future cash flows attributable to interest rate risk on variable rate assets and liabilities.

Fair value hedge accounting

The criteria that must be met for a relationship to qualify for hedge accounting include:

▲the hedging relationship must be formally designated and documented at inception of the hedge,

▲effectiveness testing must be carried out to ensure the hedge is effective, consistent with the originally documented risk management

strategy, and

▲the instruments must involve a party external to the Group.

The Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments, as well as its risk

management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge

inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective on offsetting changes

in fair value of hedged items.

Subsequent to initial designation, changes in the fair value of derivatives that are designated and qualify for fair value hedge accounting

are recorded in the Consolidated Statement of Comprehensive Income together with any changes in the fair value of the hedged asset or

liability that are attributable to the hedged risk. The movement in fair value of the hedged item attributable to the hedged risk is made as

an adjustment to the carrying value of the hedged asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the adjustment to carrying

amount of a hedged item is amortised to the Consolidated Statement of Comprehensive Income on an effective yield basis over the remaining

period to maturity of the hedged item. Where the hedged item is derecognised from the balance sheet, the adjustment to the carrying amount

of the asset or liability is immediately transferred to the Consolidated Statement of Comprehensive Income.

Heartland Financial Report 2019

P. 23


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

Cash flow hedge accounting

The criteria that must be met for a relationship to qualify for hedge accounting include:

▲the hedging relationship must be formally designated and documented at inception of the hedge,

▲effectiveness testing must be carried out to ensure the hedge is effective, consistent with the originally documented risk management

strategy, and

▲the instruments must involve a party external to the Group.

The Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments, as well as its risk

management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge

inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective on offsetting changes

in cash flows of hedged items.

A fair value gain or loss associated with the effective portion of a derivative designated as a cash flow hedge is recognised initially in the hedging

reserve. The ineffective portion of a fair value gain or loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

When a hedging derivative expires or is sold, the hedge no longer meets the criteria for hedge accounting, or the Group elects to revoke the

hedge designation, the cumulative gain or loss on the hedging derivative remains in the cash flow hedging reserve until the forecast transaction

occurs and affects income, at which point it is transferred to the corresponding income or expense line. If a forecast transaction is no longer

expected to occur, the cumulative gain or loss on the hedging derivative previously reported in the cash flow hedging reserve is immediately

transferred to the Consolidated Statement of Comprehensive Income.

$000’s

June 2019June 2018

Notional

principal

Fair value

assets

Fair value

liabilities

Notional

principal

Fair value

assets

Fair value

liabilities

Held for risk management

Interest rate related contracts

Swaps1,958,08311,23210,230744,8229232,562

Foreign currency related contracts

Forwards222,769315142–––

Options177,2551,128––––

Total derivative financial instruments2,358,10712,67510,372744,8229232,562

12 Derivative financial instruments (continued)

Heartland Financial Report 2019

P. 24

NOTES
13 Finance receivables

(a) Finance receivables held at amortised cost

Policy

Finance receivables are initially recognised at fair value plus incremental direct transaction costs and are subsequently measured at amortised

cost using the effective interest method, less any impairment loss.

Fees and direct costs relating to loan origination, financing and loan commitments are deferred and amortised to interest income over the

life of the loan using the effective interest method. Lending fees not directly related to the origination of a loan are recognised over the period

of service.

Past due but not impaired assets are any assets which have not been operated by the counterparty within their key terms but are not

considered to be impaired by the Group.

Individually impaired assets are those loans for which the Group has evidence that it will incur a loss, and will be unable to collect all principal

and interest due according to the contractual terms of the loan.

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 too small to model,

judgement is used to determine impairment provisions.

$000’sJune 2019June 2018

Non-securitised

Neither at least 90 days past due nor impaired - at amortised cost3,016,8443,863,764

At least 90 days past due- at amortised cost44,46627,893

Individually impaired - at amortised cost26,41245,186

Gross finance receivables3,087,7223,936,843

Less provision for impairment(58,491)(29,367)

Less fair value adjustment for present value of future losses over expected life–(2,824)

Total non-securitised finance receivables3,029,2313,904,652

Securitised

Neither at least 90 days past due nor impaired - at amortised cost–79,809

At least 90 days past due- at amortised cost–784

Individually impaired - at amortised cost––

Gross finance receivables–80,593

Less provision for impairment–(304)

Total securitised finance receivables–80,289

Total

Neither at least 90 days past due nor impaired - at amortised cost3,016,8443,943,573

At least 90 days past due - at amortised cost44,46628,677

Individually impaired - at amortised cost26,41245,186

Gross finance receivables3,087,7224,017,436

Less provision for impairment(58,491)(29,671)

Less fair value adjustment for present value of future losses over expected life–(2,824)

Total finance receivables3,029,2313,984,941

Heartland Financial Report 2019

P. 25


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

$000’s

12 month

ECL

Lifetime ECL

Not credit

impaired

Lifetime

ECL Credit

impaired

Collective

provision

June 2018

Specific

provisionTotal

Non-securitised

Impairment allowance as at 30 June 2018–––20,3019,06629,367

Restated for adoption of NZ IFRS 931,7841,36514,945(20,301)(169)27,624

Restated impairment allowance as at 1 July 201831,7841,36514,945–8,89756,991

Changes in loss allowance

Transfer to 12 month1,144(1,071)(73)–––

Transfer to lifetime not credit impaired(2,134)2,268(134)–––

Transfer to lifetime credit impaired(29)(1,399)1,428–––

Transfer to specific provision(1,443)(36)(1,169)–2,648–

Effect of changes in foreign exchange rate(52)(3)(1)––(56)

Impaired asset expense 91160717,505–1,31120,334

Write offs––(15,720)–(4,993)(20,713)

Transfer to/from securitised24049817––1,106

Recovery of amounts written off––829––829

Closing impairment allowance30,4211,78018,427–7,86358,491

Securitised

Impairment allowance as at 30 June 2018–––304–304

Restated for adoption of NZ IFRS 940020345(304)–461

Restated impairment allowance as at 1 July 201840020345––765

Changes in loss allowance

Transfer to 12 month35(34)(1)–––

Transfer to lifetime not credit impaired(42)44(2)–––

Transfer to lifetime credit impaired(1)(17)18–––

Transfer to specific provision––––––

Effect of changes in foreign exchange rate––––––

Impaired asset expense (152)36457––341

Write offs––––––

Transfer to/from non-securitised(240)(49)(817)––(1,106)

Recovery of amounts written off––––––

Closing impairment allowance––––––

Total

Impairment allowance as at 30 June 2018–––20,6059,06629,671

Restated for adoption of NZ IFRS 932,1841,38515,290(20,605)(169)28,085

Restated impairment allowance as at 1 July 201832,1841,38515,290–8,89757,756

Changes in loss allowance

Transfer to 12 month1,179(1,105)(74)–––

Transfer to lifetime not credit impaired(2,176)2,312(136)–––

Transfer to lifetime credit impaired(30)(1,416)1,446–––

Transfer to specific provision(1,443)(36)(1,169)–2,648–

Effect of changes in foreign exchange rate(52)(3)(1)––(56)

Impaired asset expense 75964317,962–1,31120,675

Write offs––(15,720)–(4,993)(20,713)

Transfers––––––

Recovery of amounts written off––829––829

Closing impairment allowance30,4211,78018,427–7,86358,491

13 Finance receivables (continued)

(a) Finance receivables held at amortised cost

Heartland Financial Report 2019

P. 26

NOTES
13 Finance receivables (continued)

(a) Finance receivables held at amortised cost

Summary of impairment allowance

$000’s

Non-securitised

June 2019

Total

June 2019

Collective allowance measured on a 12 month ECL30,421 30,421

Collective allowance not credit impaired1,780 1,780

Collective allowance credit impaired18,427 18,427

Specific allowance7,863 7,863

Total impairment allowance58,491 58,491

Impact of changes in gross carrying amounts 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

Note 1 Financial statement preparation).

Overall the net increase in the total provision for impairment was $0.7 million which was primarily driven by an increase in stage 2 and 3 collective

provisions offset by a reduction in stage 1 provisions and specific provisions.

Collective 12 month ECL provisions (stage 1) decreased $1.8 million. Net growth in receivables of $339 million added $3.0 million to stage 1

provisions. This was offset by a reduction in provisions of $2.1 million as a result of changes to expected loss rates in the Motor book following

changes to and investment in collection processes. Stage 1 provisions were further reduced on $289 million loans moving from stage 2 to stage 3

or specifically provided, offset by $134 million of loans moving from stage 2 and 3 or specifically provided.

Collective lifetime not credit impaired provisions (stage 2) increased $0.4 million. $282 million of receivables transferred to stage 2 due to

deterioration in credit quality and $8 million transferred from stage 3 due to improvement in asset quality. These were offset by $209 million

which was repaid or transferred to stage 1 due to improvement in credit quality and $90m transferred to stage 3 or specifically provided due to

deterioration in credit quality.

Collective lifetime credit impaired provisions (stage 3) increased $3.1 million driven primarily by a net increase in receivables of $17 million. This was

due to a net increase transferred to stage 3 of $57 million offset by $40 million of loans that were repaid or written off in the period.

The reduction in specific provisions of $1.0 million was primarily the result of provisions on $24 million of loans transferred from collectively

provided off set by the release of provisions on $14 million of loans that were repaid or written off in the period.

(b) Finance receivables held at fair value

Policy

Finance receivables – reverse mortgages are initially recognised, and subsequently measured, at fair value through profit or loss .

Advances relating to reverse equity mortgages are recognised in the financial statements at fair value through profit or loss, therefore carrying

amount equals fair value. Note 20 (a) Fair Value of the financial statements discloses further information regarding the Group’s valuation policy.

Note 22 Credit Risk Exposure of the financial statements discloses further information regarding how reverse mortgages operate.

$000’sJune 2019June 2018

Finance receivables - reverse mortgages 1,318,819 -

Total Finance receivables - reverse mortgages at fair value1,318,819 -

Credit risk adjustments on financial assets designated at fair value through Profit or loss

There were no credit risk adjustments on individual financial assets.

Credit risk adjustments on financial assets designated at fair value through Profit or loss are presented in the following table.

$000’s

Non-securitised

June 2019

Total

June 2019

Opening balance as at 30 June 20182,8242,824

Restated for adoption of NZ IFRS 9(2,824)(2,824)

Restated opening balance as at 1 July 2018––

Closing balance as at 30 June 2019––

Heartland Financial Report 2019

P. 27


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

14 Operating lease vehicles

Policy

Operating lease vehicles are stated at cost less accumulated depreciation.

Operating lease vehicles are depreciated on a straight line basis over their expected life after allowing for any residual values. The estimated lives

of these vehicles vary up to five years. Vehicles held for sale are not depreciated but are tested for impairment.

$000’sJune 2019June 2018

Cost

Opening balance24,703 28,137

Acquisitions5,495 7,163

Disposals(8,575)(10,597)

Closing balance21,623 24,703

Accumulated depreciation

Opening balance7,179 9,099

Depreciation charge3,363 3,771

Disposals(4,435)(5,691)

Closing balance6,107 7,179

Opening NBV17,524 19,038

Closing NBV15,516 17,524

The future minimum lease payments receivable under non-cancellable operating leases not later than one year is $3.952 million (2018: $4.380 million),

within one to five years is $3.137 million (2018: $3.897 million) and over five years is nil (2018: nil).

15 Borrowings

Policy

Borrowings and deposits are initially recognised at fair value including incremental direct transaction costs. They are subsequently measured at

amortised cost using the effective interest method.

$000’sJune 2019June 2018

Deposits3,153,681 2,881,805

Total borrowings relating to deposits3,153,681 2,881,805

Subordinated bonds–3,378

Subordinated notes–22,172

Unsubordinated notes337,680 151,853

Bank borrowings25,002 35,004

Certificate of deposit34,836 39,832

Securitised borrowing659,135 662,014

Total borrowings other1,056,653 914,253

Deposits and unsubordinated notes rank equally and are unsecured.

The subordinated notes (settled early on 31 October 2018) and subordinated bonds ranked below all other general liabilities of the Group.

The Group from time to time issues unsubordinated notes. At 30 June 2019 the Group had the following unsubordinated notes outstanding.

▲Issuer HBL

–$125 million five year unsubordinated notes issued 12 April 2019, interest payable six monthly, maturing 12 April 2024.

–$150 million five year unsubordinated notes issued 21 September 2017, interest payable six monthly, maturing 21 September 2022.

▲Issuer Heartland Australia Group Pty Limited

–AU $50 million two year unsubordinated notes issued 8 March 2019, interest payable quarterly, maturing 8 March 2021.

Heartland Financial Report 2019

P. 28

NOTES
The Group from time to time securitises loans. At 30 June 2019 the Group had the following securitised borrowings outstanding.

▲Heartland Auto Receivables Warehouse Trust 2018 - 1 securitisation facility $150 million, undrawn. Securitised borrowings held by investors

are secured over the securitised assets of the Heartland Auto Receivables Warehouse Trust 2018-1.

▲Heartland ABCP Trust 1 (ABCP Trust) securitisation facility nil (2018: $100 million, drawn $47 million). Heartland ABCP Trust 1 was dissolved

29 August 2018.

▲Senior Warehouse Trust securitisation facility AU $650 million (2018: AU $600 million). Drawn AU $631 million (2018: AU $562 million).

The bank facility is secured over the assets of Australian Seniors Finance Pty Limited (ASF) group (comprising ASF, the ASF Settlement Trust

and the Seniors Warehouse Trust). The bank facility has a maturity date of 30 September 2022.

HGH has a $50 million undrawn bank facility at 30 June 2019 (2018: nil).

16 Share capital and dividends

Policy

Ordinary shares are classified as equity, incremental costs directly attributable to the issue of ordinary shares and share options are recognised

as a deduction from equity, net of any tax effect.

000’sJune 2019June 2018

Issued shares

Opening balance560,588516,236

Shares issued during the year–37,224

Dividend reinvestment plan9,1917,128

Cancelled shares(441)–

Closing balance569,338560,588

Less treasury shares–(2,299)

Net closing balance569,338558,289

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, 5,282,619 new shares were issued at $1.6250 per share on 21 September 2018 and 3,907,858 at $1.4709 per

share on 1 April 2019, (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).

Dividends paid

June 2019June 2018

Date declaredCents per share$000’sDate declaredCents per share$000’s

Final dividend15 August 20185.5 30,808 14 August 20175.5 28,393

Interim dividend19 February 20193.5 19,791 20 February 20183.5 19,502

Total dividends paid 50,599 47,895

15 Borrowings (continued)

Heartland Financial Report 2019

P. 29


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

17 Other balance sheet items

Policy

Property, plant and equipment are stated at cost less accumulated depreciation and impairment (if any). Depreciation is calculated on a straight

line basis to write off the net cost or other revalued amount of each asset over its expected life to its estimated residual value.

$000’sJune 2019June 2018

Other assets

Trade receivables3,2771,613

GST receivable3,8371,553

Prepayments4,7342,261

Property, plant and equipment9,4618,984

Total other assets21,30914,411

Policy

Intangible assets

Intangible assets with finite useful lives

Software acquired or internally developed by the Group is stated at cost less accumulated amortisation and any accumulated impairments

losses. Subsequent expenditure on software assets is capitalised only when it increases the future economic value of that asset. Amortisation

of software is on a straight line basis, at rates which will write off the cost over the assets’ estimated useful lives. The expected useful life of the

software has been determined to be ten years. All other expenditure is expensed immediately as incurred.

Goodwill

Goodwill arising on acquisition represents the excess of cost of the acquisition over the Group’s interest in the fair value of the identifiable net

assets of a controlled entity. Goodwill that has an indefinite useful life is not subject to amortisation and is tested for impairment annually.

Goodwill is carried at cost less accumulated impairment losses.

$000’sJune 2019June 2018

Computer software

Cost37,965 36,215

Accumulated depreciation10,429 6,957

Net carrying value of computer software27,536 29,258

Goodwill45,143 45,143

Total intangible assets72,679 74,401

Goodwill was tested for impairment on 31 May 2019. In assessing impairment, an internal valuation model was developed to indicate the value of

the business. This value is compared to the net assets of the Group. There was no indication of impairment and no impairment losses have been

recognised against the carrying amount of goodwill for the year ended 30 June 2019 (30 June 2018: nil).

For the purposes of impairment testing, goodwill is allocated to cash generation units (CGUs). A CGU is the smallest identifiable group of assets

that generate independent cash inflows. The Group has assessed that goodwill should be allocated to HBL and ASF as the smallest identifiable CGU.

Policy

Employee benefits

Annual leave entitlements are accrued at amounts expected to be paid. Long service leave is accrued by calculating the probable future value

of the entitlements and discounting back to present value. Obligations to defined contribution superannuation schemes are recognised as an

expense when the contribution is paid.

$000’sJune 2019June 2018

Trade and other payables

Trade payables11,787 10,406

Insurance liability5,699 6,333

Employee benefits5,012 5,871

Total trade and other payables22,498 22,610

Heartland Financial Report 2019

P. 30

NOTES
18 Other reserves

$000’s

Employee

benefits

reserve

Foreign

currency

translation

reserve (FCTR)

Fair value

reserve

Defined

benefit

reserve

Cash flow

hedge

reserveTotal

June 2019

Balance as at 1 July 20182,5591,2601,590257(1,081)4,585

Other comprehensive income net of tax(5,281)2,968(86)(4,762)(7,161)

Share based payments619619

Shares vested(2,340)(2,340)

Balance as at 30 June 2019838(4,021)4,558171(5,843)(4,297)

June 2018

Balance as at 1 July 20173,119(1,055)609(83)(1,153)1,437

Other comprehensive income net of tax–2,315981340723,708

Share based payments666––––666

Shares vested(1,226)––––(1,226)

Balance as at 30 June 20182,5591,2601,590257(1,081)4,585

19 Related party transactions and balances

Transactions with key management personnel

Key management personnel (KMP), being directors of the Group, the Chief Executive Officer (CEO) and those executive staff reporting directly

to the CEO. Transactions with immediate family members of KMP are also disclosed below.

Loans made to KMP are made in the ordinary course of business on normal commercial terms and conditions no more favourable than those

given to other employees or customers, including the term of the loan, security required and the interest rate.

All other transactions with KMP and transactions with related entities of KMP are made on terms equivalent to those that prevail in arm’s

length transactions.

$000’sJune 2019June 2018

Transactions with key personnel

Interest income–5

Interest expense(76)(128)

Key personnel compensation

Short-term employee benefits(4,633)(6,194)

Share-based payment expense(703)(640)

Total transactions with key personnel(5,412)(6,957)

Due(to)/from key personnel

Borrowings - deposits(3,019)(2,412)

Total due(to)/from key personnel(3,019)(2,412)



Heartland Financial Report 2019

P. 31


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

20 Fair value

Policy

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

On initial recognition, the transaction price generally represents the fair value of the financial instrument, unless there is observable information

from an active market that provides a more appropriate 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 other valuation techniques.

The Group measures fair values using the 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 at the end of the reporting period during which the change has

occurred.

(a) Financial instruments measured at fair value

The following assets and liabilities of the Bank are measured at fair value on a recurring basis in the Consolidated 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 unobservable 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 flow analysis.

Investments in unlisted equity securities are classified as being FVOCI and are valued under Level 3 of the fair value hierarchy, with the fair value

being based on unobservable inputs.

Finance receivables – reverse mortgages

Reverse mortgage loans are classified at fair value through profit or loss.

On initial recognition the Group considers the transaction price to represent the fair value of the loan.

For subsequent measurement the Group has considered if the fair value can be determined by reference to a relevant active market or observable

inputs, but has concluded relevant support is not currently available. In the absence of such market evidence the Group has used valuation

techniques including actuarial assessments to consider the fair value.

When the Group enters into a reverse mortgage loan the Group has set expectations regarding the loan’s current and future risk profile and

expectation of performance. This expectation references a wide range of assumptions including:

▲mortality and move to care;

▲voluntary exits;

▲house price changes;

▲no negative equity guarantee; and

▲interest rate margin.

Heartland Financial Report 2019

P. 32

NOTES
20 Fair value (continued)

At balance date the Group does not consider any of the above expectations to have moved outside of the original expectation range. Therefore the

Group has continued to estimate the fair value of the portfolio at transaction price. There has been no fair value movement recognised in profit or

loss during the period. Given the nature of the loan terms and the current market conditions the fair value as recorded is not sensitive to changes in

house prices or interest rates.

The Group will continue to reassess the existence of a relevant active market and movements in expectations on an on-going basis.

There have been no losses on reverse mortgage loans during the current year (2018: Nil).

Derivative financial instruments

Interest rate and foreign currency related contracts are recognised in the financial statements at fair value. Fair values are determined from

observable market prices as at the reporting date, discounted cash flow models or option pricing models as appropriate. (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 Statement of Financial Position.

$000’sLevel 1Level 2Level 3Total

June 2019

Investments255,87586,61812,435354,928

Derivative financial instruments–12,675–12,675

Finance receivables - reverse mortgage––1,318,8191,318,819

Total assets measured at fair value255,87599,2931,331,2541,686,422

Derivative financial instruments–10,372–10,372

Total liabilities measured at fair value–10,372–10,372

June 2018

Investments140,282190,5709,694340,546

Derivative financial instruments–923–923

Finance receivables - reverse mortgage–454–454

Total assets measured at fair value140,282191,9479,694341,923

Derivative liabilities held for risk management–2,562–2,562

Total liabilities measured at fair value–2,562–2,562

The movement in Level 3 assets measured at fair value are below:

$000’s

Finance

receivables –

reverse mortgagesInvestmentsTotal

June 2019

As at 1 July 20181,129,9569,6941,139,650

Adjustment for NZ IFRS 92,882–2,882

New loans284,819–284,819

Repayments(104,644)–(104,644)

Capitalised Interest29,417–29,417

Purchase of investments–2,7412,741

Other(23,611)–(23,611)

As at 30 June 20191,318,81912,4351,331,254

Heartland Financial Report 2019

P. 33


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

20 Fair value (continued)

(b) Financial instruments measured not at fair value

The following assets and liabilities of the Group are not measured at fair value in the Consolidated Statement of Financial Position.

Cash and cash equivalents and other financial assets and liabilities

Cash and cash equivalents and other financial assets and liabilities are considered equivalent to their carrying value due to their short term nature.

Finance receivables

The fair value of the Group’s financial receivables is calculated using a valuation technique which assumes the Group’s current weighted average

lending rates for loans of a similar nature and term.

The current weighted average lending rate used to fair value finance receivables with a fixed interest rate was 8.88% (2018: 8.12%). Finance

receivables with a floating interest rate are deemed to be at current market rates. The current amount of credit provisioning has been deducted

from the fair value calculation of finance receivables as a proxy for future losses.

Borrowings

The fair value of deposits, bank borrowings and other borrowings is the present value of future cash flows and is based on the current market

interest rates payable by the Group for the debt of similar maturities. The current market rate used to fair value borrowings is 2.59% (2018: 3.09%).

Other financial assets and financial liabilities

Financial instruments such as short-term trade receivables and payables are considered equivalent to their carrying value due to their short

term nature.

The following table sets financial instruments not measured at fair value and analyses them by the level in the fair value hierarchy.

$000’sLevel 1Level 2Level 3

Total

fair value

Total

carrying value

June 2019

Cash and cash equivalents80,584––80,58480,584

Finance receivables –3,017,327–3,017,3273,029,231

Other financial assets––3,2773,2773,277

Total financial assets80,5843,017,3273,2773,101,1883,113,092

Retail deposits–3,160,426–3,160,4263,153,681

Other borrowings–1,056,653–1,056,6531,056,653

Other financial liabilities––22,49822,49822,498

Total financial liabilities–4,217,07922,4984,239,5774,232,832

June 2018

Cash and cash equivalents49,588––49,58849,588

Finance receivables–3,972,072–3,972,0723,984,487

Other financial assets––1,6131,6131,613

Total financial assets49,5883,972,0721,6134,023,2734,035,688

Retail deposits–2,877,885–2,877,8852,881,805

Other borrowings–914,253–914,253914,253

Other financial liabilities––22,61022,61022,610

Total financial liabilities–3,792,13822,6103,814,7483,818,668

Heartland Financial Report 2019

P. 34

NOTES
20 Fair value (continued)

(c) Classification of financial instruments

The following table summarise the categories of financial instruments and the carrying and fair value of all financial instruments of the Group.

$000’sFVOCIFVTPLAmortised cost

Total

carrying value

Total

fair value

June 2019

Cash and cash equivalents––80,58480,58480,584

Investments354,928––354,928354,928

Finance receivables––3,029,2313,029,2313,017,327

Finance receivables - reverse mortgages–1,318,819–1,318,8191,318,819

Derivative financial instruments2,7589,917–12,67512,675

Other financial assets––3,2773,2773,277

Total financial assets357,6861,328,7363,113,0924,799,5144,787,610

Retail deposits––3,153,6813,153,6813,160,426

Other borrowings––1,056,6531,056,6531,056,653

Derivative financial instruments9,1591,213–10,37210,372

Other financial liabilities––22,49822,49822,498

Total financial liabilities9,1591,2134,232,8324,243,2044,249,949

June 2018

Cash and cash equivalents––49,58849,58849,588

Investments330,8529,694–340,546340,546

Finance receivables––3,984,4873,984,4873,972,072

Finance receivables - reverse mortgages––454454454

Derivative financial instruments923––923923

Other financial assets––1,6131,6131,613

Total financial assets331,7759,6944,036,1424,377,6114,365,196

Retail deposits––2,881,8052,881,8052,877,885

Other borrowings––914,253914,253914,253

Derivative financial instruments2,562––2,5622,562

Other financial liabilities––22,61022,61022,610

Total financial liabilities2,562–3,818,6683,821,2303,817,310

Heartland Financial Report 2019

P. 35


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

RISK MANAGEMENT

21 Enterprise risk management program

The board of directors (the Board) sets and monitors the Group’s risk appetite across the primary risk domains of, credit, capital, liquidity, market

(including interest rate), operational and compliance and general business risk. Management are, in turn, responsible for ensuring appropriate

structures, policies, procedures and information systems are in place to actively manage these risk domains, as outlined within the Enterprise Risk

Management Framework (ERMF). Collectively, these processes are known as the Group’s Enterprise Risk Management Programme (RMP).

Role of the Board and the Board Risk Committee

The Board, through its Board Risk Committee (BRC) is responsible for oversight and governance of the development of the RMP, the role of the BRC

is to assist the Board to formulate its risk appetite, and to monitor the effectiveness of the RMP. The BRC has the following specific responsibilities.

▲To advise the Board on the formulation of the Boards Risk Appetite Statement at least annually.

▲To review reports from management concerning the RMP in the context of the Risk Appetite Statement in order to assure the Board of the

programme’s effectiveness.

▲To review reports from management concerning changes anticipated in the economic, business and regulatory environment (including

consideration of emerging trends) and other factors considered relevant to the risk appetite statement, in order to monitor them and advise

the Board of any new risks or opportunities that could have significant financial, regulatory or reputational impact.

▲To review reports from management concerning the Bank’s internal compliance policies in order to advise the Board of their effectiveness

and recommend their approval or variation (or, where the BRC has been delegated authority to itself approve or vary them).

▲To review the lending standards developed by the Chief Risk Officer of HBL (CRO) at least annually.

The BRC consists of at least three non-executive directors. A member of the BRC sits on the Audit Committee. In addition the CEO, CRO and

Chief Financial Officer of HBL (CFO) (or their nominee, subject to the Chair’s prior approval) attend the BRC meetings, and the directors who

are not members of the BRC are entitled to attend meetings and to receive copies of the BRC papers.

Audit Committee and Internal Audit

The Group has an internal audit function, the objective of which is to provide independent, objective assurance over the internal control

environment. In certain circumstances, Internal Audit will provide risk and control advice to management provided the work does not impede

the independence of the Internal Audit function. The function assists the Group in accomplishing its objectives by bringing a systematic and

disciplined approach to evaluate and improve the effectiveness of risk management, control and governance process.

Internal Audit is allowed full, free and unfettered access to any and all the organisations records, personnel and physical properties deemed

necessary to accomplish its activities.

A regular cycle of review has been implemented to cover all areas of the business, focused on assessment, management and control of risks.

The audit plan ensures a cyclical review process of various business units and operational areas, as well as identified areas of higher identified

risk. The audit methodology is designed to meet the International Standards for the Professional Practice of Internal Auditing of the Institute

of Internal Auditors.

Each audit has specific audit procedures tailored to the area of business that is being reviewed. The audit procedures are updated during each audit

to reflect any process changes. Audit work papers are completed to evidence the testing preformed in accordance with audit procedures.

Audit reports are addressed to the manager of the relevant area that is being audited in addition to other relevant stakeholders within the Group.

Management comments are obtained from the process owner(s) and are included in the report.

The Head of Internal Audit has a direct reporting line to the Chairman of the Audit Committee whilst administratively reporting to the CFO. Internal

audit has accountability to the Audit Committee of the Group. A schedule of all outstanding internal control issues is maintained and presented

to the Audit Committee to assist the Audit Committee to track the resolution of previously identified issues. Any issues raised that are categorised

as high risk are specifically reviewed by internal audit during a follow up review once the issue is considered closed by management. The follow up

review is performed with a view to formally close out the issue.

The Audit Committee focuses on financial reporting and the application of accounting policies as part of the internal control and risk assessment

framework. The Audit Committee monitors the identification, evaluation and management of all significant risks through the Group. This work is

supported by internal audit, which provides an independent assessment of the design, adequacy and effectiveness of internal controls. The Audit

Committee receives regular reports from internal audit.

Heartland Financial Report 2019

P. 36

NOTES
Charters for both the BRC and Audit Committee ensure suitable cross representation to allow effective communication pertaining to identified

issues with oversight by the Board.

Asset and Liability Committee (ALCO)

The ALCO comprises the CEO (Chair), CEO HBL, Chief Digital Officer HGH, CFO , CRO , Chief Sales and Distribution Officer HBL, Head of Corporate

Finance HGH, Deputy CFO – Finance HBL, Deputy CFO – Treasury HBL, Treasurer HBL. The ALCO generally meets monthly, and provides reports to

the BRC. ALCO’s specific responsibilities include decision making and oversight of risk matters in relation to:

▲market risk (including non-traded interest rate risk and the investment of capital)

▲liquidity risk (including funding)

▲foreign exchange rate risk

▲balance sheet structure

▲capital management.

Executive Risk Committee (ERC)

The ERC comprises of the CEO (Chair), CEO of HBL, CRO, General Counsel HGH, CFO of HBL and Head of Internal Audit. The ERC has responsibility

for overseeing risk aspects not considered by ALCO, including that the internal control environment is managed so that residual risk is consistent

with the Group’s risk appetite. The ERC generally meets monthly, and provides minutes to the BRC. ERC’s specific responsibilities include decision

making and oversight of operational and compliance risk, and credit risk.

The Group’s exposure to operational and compliance risk is governed by a risk appetite statement approved by the Board and is used to guide

management activities by the ERC. This statement sets out the nature of risk which may be taken and aggregate risk limits, and the ERC monitors

adherence to this.

Operational and compliance risk

Operational and compliance Risk is the risk arising from day to day operational activities in the execution of the Group’s strategy which may result

in direct or indirect loss. Operational and compliance risk losses can occur as a result of fraud, human error, missing or inadequately designed

processes, failed systems, damage to physical assets, improper behaviour or from external events. The losses range from direct financial losses,

to reputational damage, adverse customer outcomes, unfavourable media attention, injury to or loss of staff or clients or as a breach of laws or

banking regulations. Where appropriate, risks are mitigated by insurance.

To ensure appropriate responsibility is allocated for the management, reporting and escalation of operational and compliance risk, the Group

operates a “three lines of defence” model which outlines principles for the roles, responsibilities and accountabilities for operational and compliance

risk management.

▲The first line of defence is the business line management of the identification, management and mitigation of the risks associated with the

products and processes of the business. This accountability includes regular testing and attestation of the adequacy and effectiveness of

controls and compliance with the Group’s policies.

▲The second line of defence is the Risk and Compliance function, responsible for the design and ownership of the operational risk management

framework. It incorporates key processes including risk and control self-assessment , incident, issue and complaints management, independent

evaluation of the adequacy and effectiveness of the internal control framework and the attestation process.

▲The third line of defence is Internal Audit which is responsible for independently assessing how effectively the Group is managing its risk

according to stated risk appetite.

Market risk

Market risk is the possibility of experiencing losses or gains due to factors affecting the overall performance of financial markets in which the Group

is exposed. The primary market risk exposures for the Group are interest rate risk and foreign exchange risk. The risk being that market interest

rates or foreign exchange rates will change and adversely impact on the Group’s earnings due to either adverse moves in foreign exchange market

rates or in the case of interest rate risks mismatches between repricing dates of interest bearing assets and liabilities and/or differences between

customer pricing and wholesale rates.

21 Enterprise risk management program (continued)

Heartland Financial Report 2019

P. 37


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

Interest rate risk

Interest rate risk is principally generated through interest rate risk in the customer loans and deposits (the bank book). This risk arises from three

key sources:

▲mismatches between the repricing dates of interest bearing assets and liabilities;

▲banking products repricing differently to changes in wholesale market rates (basis risk); and

▲the investment of capital in interest bearing assets.

Refer Note 24 - Interest rate risk for further details regarding interest rate risk.

Foreign exchange risk

Foreign exchange risk is the risk that the Group’s earnings and shareholder equity position are adversely impacted from changes in foreign exchange

rates. The Group has exposure to foreign exchange translation risks through its Australian subsidiaries (which have a functional currency of AUD),

in the forms of profit translation risk and balance sheet translation risk.

Profit translation risk is the risk that deviations in exchange rates have a significant impact on the reported profit. Balance sheet translation

risk is the risk that whilst the foreign currency value of the net investment in a subsidiary may not have changed, when translated back to the

New Zealand dollars (NZD), the NZD value has changed materially due to movements in the exchange rates. Foreign exchange revaluation gains

and losses are booked to the foreign currency translation reserve. Foreign exchange rate movements in any given year may have an impact on

other comprehensive income. The Group manages this risk by setting and approving the foreign exchange rate for the upcoming financial year

and entering into hedging contracts to manage the foreign exchange translation risks.

Counterparty credit risk

The Group has on-going credit exposures associated with:

▲cash and cash equivalents;

▲finance receivables;

▲holding of investment securities; and

▲payments owed to the Group from risk management instruments.

Counterparty credit risk is managed against limits set in the market risk policy, including credit exposure on the derivative contracts, bilateral set-off

arrangements, cash and cash equivalents and investment securities.

21 Enterprise risk management program (continued)

Heartland Financial Report 2019

P. 38

NOTES
22 Credit risk exposure

Credit risk is the risk that a borrower will default on any type of debt by failing to make payments which it is obligated to make. 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 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 commercial judgement as described below.

To manage this risk the ERC oversees the formal credit risk management strategy. The ERC reviews the Group’s credit risk exposures typically on

a monthly basis. The credit risk management strategies aim to ensure that:

▲credit origination meets agreed levels of credit quality at point of approval

▲sector concentration are monitored

▲maximum total exposure to any one debtor is actively managed

▲changes to credit risk are actively monitored with regular credit reviews.

The BRC also oversees the Group’s credit risk exposures to monitor overall risk metrics having regard to risk appetite set by the Board.

The Group has adopted a detailed credit risk framework. The framework is supported further by lending standards that provide criteria for finance

products within each business sector.

The BRC has authority from the Board for approval of all credit exposures. Lending authority has been provided to the Group’s Credit Committees,

and to the business units under a detailed delegated lending authority framework. Application of credit discretions in the business operation

are monitored through a defined review and hindsight structure as outlined in the credit risk oversight policy. Delegated lending authorities are

provided to individual officers with due cognisance of their experience and ability. Larger and higher risk exposures require approval of senior

management, the credit committees and ultimately through to the BRC.

The Group employs a process of hind sighting loans to ensure that credit policies and the quality of credit processes are maintained.

Reverse mortgage loans and negative equity risk

Reverse mortgage loans are a form of mortgage lending targeted toward the seniors market. These loans differ to conventional mortgages in

that they typically are not repaid until the borrower ceases to reside in the property. Further, interest is not required to be paid, it is capitalised

with the loan balance and is repayable on termination of the loan. As such, there are no incoming cash flows and therefore no default risk to

manage during the term of the loan. Credit risk becomes ‘negative equity’ risk through the promise by the Group to customers that they can

reside in their property for ‘as long as they wish’ and repayment of their loan is limited to the net sale proceeds of their property.

The Group’s exposure to negative equity risk is managed by the Credit Risk Oversight Policy in conjunction with associated lending standards

specific for this product. In addition to usual criteria regarding the type, and location, of security property that the Group will accept for reverse

mortgage lending, a key aspect of the Group’s policy is that a borrower’s age on origination of the reverse mortgage loan will dictate the loan-to-

value ratio of the reserve mortgage on origination. Both New Zealand and Australia reverse mortgage operations are similarly aligned. The policy

is managed and reviewed periodically to ensure appropriate consistency across locations.

Maximum exposure to credit risk at the equivalent reporting dates

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 Statement of Financial Position.

$000’sJune 2019June 2018

Cash and cash equivalents80,58449,588

Investments342,493330,852

Finance receivables3,029,2313,984,941

Finance receivables reverse mortgages1,318,819–

Derivative financial instruments12,675923

Other financial assets3,2771,613

Total on balance sheet credit exposures4,787,0794,367,917

Heartland Financial Report 2019

P. 39


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

22 Credit risk exposure (continued)

Concentration of credit risk by geographic region

$000’sJune 2019June 2018

New Zealand

Auckland1,130,6731,085,421

Wellington 246,028250,933

Rest of North Island1,214,7441,123,324

Canterbury505,990484,685

Rest of South Island587,723598,933

Australia

Queensland175,914154,145

New South Wales427,437322,705

Victoria206,551162,214

Western Australia45,55735,672

South Australia31,88825,356

Rest of Australia18,91413,951

Rest of the World

1

254,151143,073

4,845,5704,400,412

Provision for impairment (58,491)(29,671)

Less fair value adjustment –(2,824)

Total on balance sheet credit exposures4,787,0794,367,917

1 These overseas assets are primarily NZD denominated investments in AA+ and higher rated securities issued by offshore supranational agencies (“Kauri Bonds”).

Concentration of credit risk by industry sector

$000’sJune 2019June 2018

Agriculture741,947741,666

Forestry and fishing80,64287,955

Mining13,69719,222

Manufacturing69,70971,391

Finance and insurance440,194338,164

Wholesale trade40,87533,195

Retail trade237,427205,380

Households2,430,0842,105,437

Property and business services406,781402,169

Transport and storage237,553211,005

Other 146,661184,828

4,845,5704,400,412

Provision for impairment (58,491)(29,671)

Less fair value adjustment–(2,824)

Total on balance sheet credit exposures4,787,0794,367,917

Commitments to extend credit

$000’sJune 2019June 2018

Undrawn facilities available to customers102,285 180,940

Conditional commitments to fund at a future date89,317 94,239

As at 30 June 2019 there was nil of undrawn lending commitments available to counterparties for whom drawn balances was classified as

individually impaired (2018: $0.196 million).

Heartland Financial Report 2019

P. 40

NOTES
22 Credit risk exposure (continued)

Credit risk grading

The Group’s Finance receivables are monitored either by account behaviour (Behavioural portfolio) or a regular assessment of their credit risk

grade based on an objective review of defined risk characteristics (Judgemental portfolio).

Finance receivables reverse mortgages have no arrears characteristics and are assessed on origination against a pre-determined criteria.

The Judgemental portfolio consists mainly of business and rural lending where an on-going and detailed working relationship with the customer

has been developed while the Behavioural portfolio consists of consumer, retail and smaller business receivables.

Judgemental loans are individually risk graded based on loan status, financial information, security and debt servicing ability.

Exposures in the Judgemental portfolio are credit risk graded by an internal risk grading mechanism where grade 1 is the strongest risk. Grade and

grade 9 is the weakest risk grade where a loss is probable. Behavioural loans are managed based on their arrears status.

Upon adoption of NZ IFRS 9 all loans past due but not impaired have been categorised into three impairments stages (Note 1 financial statements

preparation) which are in most cases based on arrears status. If a Judgemental loan is risk graded 6 or above it will be classified as stage 2 as a

minimum and carry a provision based on lifetime expected credit losses.

The arrears profile is driving the behavioural portfolio categorisation for the credit risk grading.

$000’s

12 months

ECL

Lifetime ECL

Not credit

impaired

Lifetime

ECL Credit

impaired

Specifically

providedFair value

June 2019

Total

June 2018

Judgemental portfolio

Grade 1 - Very strong7––––729

Grade 2 - Strong8,685––––8,68510,172

Grade 3 - Sound86,109–71––86,18072,447

Grade 4 - Adequate478,6823,7075,478––487,867352,411

Grade 5 - Acceptable851,3074,8354,854––860,996687,174

Grade 6 - Monitor–142,1225,031––147,153145,706

Grade 7 - Substandard–22,9133,450––26,36322,961

Grade 8 - Doubtful566––15,391–15,95728,607

Grade 9 - At risk of loss–––11,021–11,02110,580

Total judgemental portfolio1,425,356173,57718,88426,412–1,644,2291,330,087

Total behavioural portfolio1,372,02933,30538,159–1,318,8192,762,3122,687,349

Gross finance receivables2,797,385206,88257,04326,4121,318,8194,406,5414,017,436

Provision for impairment(30,421)(1,780)(18,427)(7,863)–(58,491)(29,671)

FV adjustment for PV of future losses––––––(2,824)

Total finance receivables2,766,964205,10238,61618,5491,318,8194,348,0503,984,941

Heartland Financial Report 2019

P. 41


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

23 Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due. The timing mismatch of cash flows and the related

liquidity risk in all banking operations is closely monitored by the Group.

Measurement of liquidity risk is designed to ensure that the Group has the ability to generate or obtain sufficient cash in a timely manner and at

a reasonable price to meet its financial commitments on a daily basis.

The Group’s exposure to liquidity risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out the nature

of the risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to derive the most

appropriate strategy for the Group in terms of a mix of assets and liabilities given its expectations of future cash flows, liquidity constraints

and capital adequacy. The Group employs asset and liability cash flow modelling to determine appropriate liquidity and funding strategies.

The Group holds the following financial assets for the purpose of managing liquidity risk:

$000’sJune 2019June 2018

Cash and cash equivalents80,584 49,588

Investments342,493 330,852

Undrawn committed bank facilities219,631 52,500

Total liquidity642,708 432,940

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 tables represent undiscounted future principal and interest cash flows. As a result, the amounts in the tables below

may differ to the amounts reported on the Consolidated Statement of Financial Position.

The contractual cash flows presented below may differ significantly from the actual cash flows. This occurs as a result of future actions by the

Group and its counterparties, such as early repayment 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.

Heartland Financial Report 2019

P. 42

NOTES
23 Liquidity risk (continued)

Contractual liquidity profile of financial assets and liabilities (continued)

$000’sOn demand0-6 months6-12 months1-2 years2-5 years5+ yearsTotal

June 2019

Financial Assets

Cash and cash equivalents80,584–––––80,584

Investments–44,97994,30756,129152,8708,330356,615

Finance receivables–931,670513,162799,2661,168,678327,7193,740,495

Finance receivables - reverse

mortgages–27,55938,65448,524212,2685,194,9515,521,956

Derivative financial instruments–12,675––––12,675

Other financial assets–3,277––––3,277

Total financial assets80,5841,020,160646,123903,9191,533,8165,531,0009,715,602

Financial Liabilities

Retail deposits895,2901,415,994605,804224,54573,0341,6803,216,348

Other borrowings–75,19815,03281,915977,044–1,149,189

Derivative financial liabilities–10,372––––10,372

Other financial liabilities–30,030––––30,030

Total financial liabilities895,2901,531,594620,836306,4601,050,0781,6804,405,939

Net financial (liabilities)/assets(814,706)(511,434)25,287597,459483,7385,529,3205,309,664

Undrawn facilities available

to customers102,285–––––102,285

Undrawn committed bank facilities219,631–––––219,631

June 2018

Financial Assets

Cash and cash equivalents49,588–––––49,588

Investments–53,47485,376134,65471,5929,694354,790

Finance receivables–554,170384,2451,204,5341,356,7985,029,3718,529,118

Finance receivables -reverse

mortgages111118762,0662,182

Derivative financial instruments–923––––923

Other financial assets–1,613––––1,613

Total financial assets49,588610,191469,6321,339,2061,428,4665,041,1318,938,214

Financial Liabilities

Retail deposits924,0721,219,540559,208159,76562,361–2,924,946

Other borrowings–101,52713,523627,070189,333–931,453

Derivative financial instruments–1,639––––1,639

Other financial liabilities–22,610––––22,610

Total financial liabilities924,0721,345,316572,731786,835251,694–3,880,648

Net financial (liabilities)/assets(874,484)(735,125)(103,099)552,3711,176,7725,041,1315,057,566

Undrawn facilities available

to customers180,940–––––180,940

Undrawn committed bank facilities52,500–––––52,500


Heartland Financial Report 2019

P. 43


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

24 Interest rate risk

The Group’s market risk is derived primarily of exposure to interest rate risk, predominately from raising funds through the retail and wholesale

deposit market, the debt capital markets and committed and uncommitted bank funding, securitisation of receivables, and offering loan finance

products to the commercial and consumer market in New Zealand and Australia.

Interest rate risk is the risk that the value of assets or liabilities will change because of changes in interest rates or that market interest rates may

change and thus alter the margin between interest-earning assets and interest-bearing liabilities. Interest rate risk for the Group refers to the risk

of loss due to holding assets and liabilities that may mature or re-price in different periods.

The Group’s exposure to market risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out the nature of

risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to derive the most appropriate

strategy for the Groups in terms of the mix of assets and liabilities given its expectations of the future and the potential consequences of interest

rate movements, liquidity constraints and capital adequacy.

To manage this market risk, the Group measures sensitivity to interest rate changes by frequently testing its position against various interest rate

change scenarios to assess potential risk exposure. The Group also manage interest rate risk by:

▲monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities (physical hedging);

▲monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposure; and

▲entering into forward rate agreements and interest rate swaps and options to hedge against movements in interest rates.

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’s0-3 months3-6 months6-12 months1-2 years2+ years

Non-interest

bearingTotal

June 2019

Financial assets

Cash and cash equivalents80,578––––680,584

Investments24,09715,36891,24862,048149,73212,435354,928

Due from related parties–––––––

Finance receivables1,551,851206,801337,236537,300386,8709,1733,029,231

Finance receivables - reverse

mortgages1,318,819–––––1,318,819

Derivative financial instruments11,23211,232

Other financial assets–––––3,2773,277

Total financial assets2,986,577222,169428,484599,348536,60224,8914,798,071

Financial liabilities

Retail deposits1,614,124519,676729,734212,57565,88711,6853,153,681

Other borrowings771,219–––285,434–1,056,653

Derivative financial instruments10,230–––––10,230

Other financial liabilities–––––30,03130,031

Total financial liabilities2,395,573519,676729,734212,575351,32141,7164,250,595

Effect of derivatives held for

risk management(36,789)162,74938,975(313,184)148,249––

Net financial (liabilities)/assets554,215(134,758)(262,275)73,589333,530(16,825)547,476


Heartland Financial Report 2019

P. 44

NOTES
24 Interest rate risk (continued)

Contractual repricing analysis (continued)

$000’s0-3 months3-6 months6-12 months1-2 years2+ years

Non-interest

bearingTotal

June 2018

Financial Assets

Cash and cash equivalents49,580––––849,588

Investments44,48322,93582,149111,35569,9309,694340,546

Finance receivables2,687,543165,901284,847418,800423,0374,3593,984,487

Finance receivables - reverse

mortgages 454–––––454

Derivative financial instruments923–––––923

Other financial assets–––––1,6131,613

Total financial assets2,782,983188,836366,996530,155492,96715,6744,377,611

Financial Liabilities

Retail deposits1,663,258482,447543,746150,23033,5718,5532,881,805

Other borrowings736,8503,378––174,025–914,253

Derivative financial instruments2,562–––––2,562

Other financial liabilities–––––22,61022,610

Total financial liabilities2,402,670485,825543,746150,230207,59631,1633,821,230

Effect of derivatives held for risk

management361,760(44,735)(75,365)(242,090)430––

Net financial (liabilities)/assets742,073(341,724)(252,115)137,835285,801(15,489)556,381

The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and affect Profit or loss.

The management of interest rate risk against interest rate gap limits is supplemented by monitoring the sensitivity of the Group’s financial assets

and liabilities to various standard and nonstandard interest rate scenarios. Standard scenarios which are considered on a monthly basis include a

100 basis point parallel fall or rise in the yield curve. There is a no material impact on Profit or loss in terms of a fair value change from movement

in market interest rates. Furthermore there is no material cash flow impact on the Consolidated Statement of Cash flows from a 100 basis point

change in interest rates.

Heartland Financial Report 2019

P. 45


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

OTHER DISCLOSURES

25 Significant subsidiaries

Significant subsidiaries

Country of incorporation

and place of businessNature of business

Proportion of ownership and voting

power held

June 2019June 2018

Heartland Bank LimitedNew ZealandBank100%100%

VPS Properties LimitedNew ZealandInvestment property holding company100%100%

MARAC Insurance LimitedNew ZealandInsurance services100%100%

Heartland Australia Group Pty LimitedAustraliaFinancial services100%100%

Australian Seniors Finance Pty LimitedAustraliaManagement services100%100%

26 Structured entities

A structured entity is one which has been designed such that voting or similar rights are not the dominant factor in deciding who controls the

entity. Structured entities are created to accomplish a narrow and well defined objective such as the securitisation or hold of particular assets,

or the execution of a specific borrowing or lending transaction. Structured entities are consolidated where the substance of the relationship is

that the Group controls the structured entity.

(a) Heartland Cash and Term PIE (Heartland PIE Fund)

The Group controls the operations of the 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’sJune 2019June 2018

Deposits146,094 115,095

(b) Seniors Warehouse Trust (SW Trust) and ASF Settlement Trust (ASF Trust)

SW Trust and ASF Trust form part of the ASF 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 investors in the SW Trust and ASF Trust.

$000’sJune 2019June 2018

Cash and cash equivalents35,356 12,207

Finance receivables - reverse mortgages759,749 676,837

Other Borrowings(711,471)(614,510)

(c) Heartland ABCP Trust 1 (ABCP Trust)

At 30 June 2018 the Group had securitised a pool of receivables comprising commercial and motor vehicle loans to ABCP Trust.

The Group continued to recognise the securitised assets and associated borrowings in the Consolidated Statement of Financial Position. Although

the 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.

On 29 August 2018 the assets of the ABCP Trust were purchased by HBL and the ABCP Trust dissolved.

$000’sJune 2019June 2018

Cash and cash equivalents– 3,625

Finance receivables - securitised– 80,289

Borrowings - securitised– (47,504)

Derivative financial liabilities - securitised– (496)

Heartland Financial Report 2019

P. 46

NOTES
26 Structured entities (continued)

(d) Heartland Auto Receivables Warehouse Trust (Auto Warehouse)

On 29 August 2018 the Group established the Auto Warehouse in order to securitise commercial and motor loan receivables as a source of funding.

The Group continues to recognise the securitised assets and associated borrowings in the Consolidated Statement of Financial Position. Although

the 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 Group have no recourse to those assets.

$000’sJune 2019June 2018

Cash and cash equivalents555 –

Other liabilities(559)–

27 Staff share ownership arrangements

The Group operates a number of share-based compensation plans that are equity settled. The fair value determined at the grant date is expensed

on a straight line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding

increase in equity. At the end of each reporting period the Group revises its estimate of the number of equity instruments expected to vest. The

impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate,

with a corresponding adjustment to the employee benefits reserve.

(a) Share-based compensation plan details

Heartland LTI net share settled plan (LTI plan)

The LTI plan was allotted under three tranches (referred to as the 2013, 2014 and 2015 tranches). Under the LTI plan participants were granted an

option to acquire shares in the Group. The number of shares granted upon exercise of the options is based on the difference between the market

price of the shares on the exercise date and the reference price.

The options are subject to the participants’ continued employment with the Group for the service period of 3 years which begins on 1 July 2014 for

the 2015 plan. Participants in the 2015 tranche were able to exercise their options between September 2017 and 1 July 2019.

2015 Special grant (LTI SG)

Participants of the LTI SG were able to exercise options in the period beginning on the date the market price of the Group shares was equal to

$1.50 and ending on 1 July 2017. Market price was calculated based on the VWAP of a Heartland share for the 10 business days immediately before

(but excluding) the exercise date for those options.

The options were subject to the participants’ continued employment with the Group for the service period of 3 years which began on 1 July 2014.

Following exercise a lock up period until 1 July 2020 applies during which participants are restricted from disposing of shares.

The reference price was the amount by which the market price of the Group shares, at the time of exercise, exceeded $1.00 (based on a volume

weighted average price of Heartland shares for the prior 20 business days), plus the aggregate amount of cash dividends (cents per the Group

share) paid by the Group in the period from 1 April 2015 until and including the date the options were exercised. However, for the purpose of

calculating the settlement amount, the market price of the Group shares was capped at $1.50 and any increase above this amount was disregarded.

Senior executive scheme (SES)

The SES was established in June 2016 as a replacement of the LTI plan and LTI SG for certain affected participants only (senior executives). Under

the SES, senior executives forfeited their options under the 2014 and 2015 tranches of the LTI plan and the LTI SG and purchased the Group shares

with proceeds from a settlement amount paid to them by the Group. The shares were unable to be sold or otherwise disposed of by the senior

executive until 30 June 2019.

The SES has been treated as a modification of the senior executive entitlements under the 2014 and 2015 tranches of the LTI Plan and the LTI SG.

The incremental fair value granted is $0.49 million based on the value of shares acquired under the SES less the fair value of the benefits forfeited

under the 2014 and 2015 tranches of the LTI Plan and the LTI SG.

Heartland performance rights plan (PR plan)

The PR plan was established to enhance the alignment of participants’ interests with those of the Group’s shareholders. Under the PR plan

participants are issued performance rights which will entitle them to receive shares in the Group.

Heartland Financial Report 2019

P. 47


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

PR Plan 2016 tranche (PR plan 2016)

The number of performance rights offered is determined by the participant’s LTI value over the VWAP of the Group’s ordinary shares on the NZX

Main Board for the 10 business days immediately before (and including) the issue date. The issue date is 31 August 2016. Performance rights do not

entitle participants to dividends or voting rights.

The performance rights are issued subject to the participants’ continued employment with the Group until the measurement date and the Group

achieving its total shareholder return (TSR) target. The measurement date is defined as 10 business days following the date on which the Group

announces its full year results for the financial year ended 2019. The TSR target has been set at an annual rate of 11%, compounding and is

determined primarily by share price movements and cash dividends. Performance rights will vest on the measurement date where these criteria

have been met.

PR Plan 2017 tranche (PR plan 2017)

The number of performance rights offered is determined by the participant’s LTI value over the VWAP of the Groups ordinary shares on the NZX

Main Board for the 20 business days immediately before (and excluding) the issue date. The issue date is 12 September 2017. Performance rights

do not entitle participants to dividends or voting rights.

The performance rights are issued subject to the participants’ continued employment with the Group until the measurement date and the Group

achieving its share price and/or market capitalisation targets. The targets are dynamic and may be adjusted by the Board from time to time in order

to account for unanticipated capital changes during the performance period. The measurement date is 10 business days following the date on

which the Group announces its full year results for the financial year ended 2021.

Performance rights will vest on the measurement date to the extent these criteria have been met, but subject to caps and also to retesting on

a later measurement date if the criteria are not met on the initial measurement date.

PR Plan 2018 tranche (PR plan 2018)

The number of performance rights offered is determined by the participant’s LTI value over the VWAP of the Groups ordinary shares on the NZX

Main Board for the 20 business days immediately before (and excluding) the issue date. The issue date is 13 September 2018. Performance rights

do not entitle participants to dividends or voting rights.

The performance rights are issued subject to the participants’ continued employment with the Group until the measurement date and the Group

achieving its share price and/or market capitalisation targets. The targets are dynamic and may be adjusted by the Board from time to time in

order to account for unanticipated capital changes during the performance period. The measurement date is 10 business days following the date

on which the Group announces its full year results for the financial year ended 2021.

Performance rights will vest on the measurement date to the extent these criteria have been met, but subject to caps and also to retesting on

a later measurement date if the criteria are not met on the initial measurement date.

PR Plan

Number

of rights

SES

Number

of shares

LTI Plan

Number

of options

1 July 20183,180,298 1,858,676 –

Granted– (1,858,676)–

Issued293,759 – –

Forfeited(352,717)– –

30 June 20193,121,340 – –

1 July 2017888,300 1,858,676 7,492,753

Granted2,291,998 – –

Exercises– – (7,300,488)

Forfeited– – (192,265)

30 June 20183,180,298 1,858,676 –

27 Staff share ownership arrangements (continued)

Heartland Financial Report 2019

P. 48

NOTES
PR Plan 2018 tranche (PR plan 2018) (continued)

The fair value of performance rights granted during the period is $0.072 million (2018: $1.06 million). This fair value was derived using the

Monte Carlo model. The key inputs used in the model are:

▲volatility 18% -22% (calculated based on the historical movement in the Group’s shares)

▲risk free rate 2.08% pa

▲initial measurement date 10 September 2021

▲VWAP on issue Date $1.72

▲share price at valuation $1.67.

The weighted average share price exercised in 2018 was $1.83.

(b) Effect of share-based payment transactions

$000’sJune 2019June 2018

Award of shares

SES327 328

LTI plan–(34)

PR plan341 372

Total expense recognised668 666

As at 30 June 2019 $0.590 million of the share scheme awards remain unvested and not expensed (2018: $1.02 million). This expense will be

recognised over the vesting period of the awards.

(c) Number of options/rights outstanding at 30 June 2019

$000’sRights outstandingRemaining years

PR plan 2016823 –

PR plan 20172,039 2

PR plan 2018259 2

Total3,121

27 Staff share ownership arrangements (continued)

Heartland Financial Report 2019

P. 49


Financial statements

Notes to the financial statements

For the year ended 30 June 2019

NOTES

28 Concentrations of funding

(a) Concentrations of funding by industry

$000’sJune 2019June 2018

Agriculture68,559 69,245

Forestry and Fishing25,360 23,403

Mining61 38

Manufacturing11,233 10,691

Finance and Insurance1,148,119 979,871

Wholesale Trade11,520 9,967

Retail Trade18,048 14,102

Households2,340,764 2,260,330

Property and business services88,744 110,385

Transport and storage4,416 4,853

Other155,830 139,148

3,872,654 3,622,033

Subordinated notes–22,172

Unsubordinated notes337,680 151,853

Total borrowings4,210,334 3,796,058

(b) Concentrations of funding by geographical area

$000’sJune 2019June 2018

Auckland 1,094,639 969,518

Wellington303,595 270,096

Rest of North Island773,960 686,208

Canterbury969,778 885,005

Rest of South Island261,276 245,830

Overseas

1

807,086 739,401

Total borrowings4,210,334 3,796,058

1 Included in overseas funding are facilities totalling (AU $650 million) (2018: AU $600 million). Refer to note 15 – Borrowings for more information.

29 Contingent liabilities and commitments

Contingent liabilities are possible obligations, whose existence will be confirmed only by uncertain future events, or present obligations where the

transfer of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are not recognised, but are disclosed, unless they are

remote. Where some loss is probable, provisions have been made.

Contingent liabilities and credit related commitments arising in respect of the Group’s operations were:

$000’sJune 2019June 2018

Letters of credit, guarantee commitments and performance bonds6,757 6,847

Total contingent liabilities 6,757 6,847

Undrawn facilities available to customers102,285 180,940

Conditional commitments to fund at future dates89,317 94,239

Total commitments191,602 275,179

30 Events after the reporting date

The Group declared a fully imputed dividend of 6.5 cents per share on 15 August 2019, to be paid to shareholders on 6 September 2019.

A funding facility of AU$250 million for Seniors Warehouse Trust No. 2 was secured on 2 July 2019 being the date of establishment of that Trust.

Heartland Financial Report 2019

P. 50

© 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.

Heartland Financial Report 2019

P. 51


Financial statements


Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $5,070,000 determined with reference to a benchmark of the Group’s profit

before tax. We chose the benchmark because, in our view, this is a key measure of the Group’s performance.

We agreed with the Audit Committee that we would report misstatements identified during our audit, to them,

above $250,000, as well as misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Provision for impairment of finance receivables

Refer to notes 13 and 22 to the consolidated financial statements

The provision for impairment of finance

receivables is a key audit matter owing to

their financial significance and the high

degree of complexity and judgement applied

by management in determining the value.

NZ IFRS 9 Financial Instruments was

adopted for the first time on 1 July 2018.

This added effort to our audit due to the

complexity of the accounting standard and

its expected pervasive impact on the

industry.

The provision for individually impaired assets

is based on the application of management

judgement, with the assessment of

expected future cash flows being inherently

uncertain. The provision for individually

impaired assets for ‘rural’ and other

‘corporate’ loans is of particular audit focus,

owing to its financial significance and

inherent uncertainties of expected future

cash flows, which may include estimated

timing and proceeds from the future sale of

assets securing the debt, in addition to

repayments from borrowers.

Based on the assigned risk grading or arrears

status, an estimate of ECL will be applied to

Together with KPMG credit risk specialists we assessed the Group’s

adoption of NZ IFRS 9, individual provisions and collective

provisions. Our procedures included::

Assessing the Group’s governance and oversight, including the

continuous reassessment of overall provisioning;

Assessing the Group’s significant accounting policies and

expected credit loss (“ECL”) modelling methodology against the

requirements of the standards and underlying accounting records;


Assessing the disclosures in the consolidated financial

statements against the requirements of NZ IFRS;

Testing key controls over arrears calculations, customer loan

ratings, annual loan reviews, credit risk reviews and model

validations;

Evaluating credit assessments for a sample of ‘rural’ and other

‘corporate’ loans that are either individually above $10 million or

on management’s

credit watchlist. This included inspection of the

latest correspondence with the borrower, assessment of the

provision estimates prepared by credit risk officers, and

consideration of the resolution strategy; including challenging

assumptions based on our experience and industry knowledge,

and assessing collateral values by comparing them to valuations

performed by independent valuers;

Assessing individually significant loans in arrears not specifically

© 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.

Heartland Financial Report 2019

P. 52


Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $5,070,000 determined with reference to a benchmark of the Group’s profit

before tax. We chose the benchmark because, in our view, this is a key measure of the Group’s performance.

We agreed with the Audit Committee that we would report misstatements identified during our audit, to them,

above $250,000, as well as misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Provision for impairment of finance receivables

Refer to notes 13 and 22 to the consolidated financial statements

The provision for impairment of finance

receivables is a key audit matter owing to

their financial significance and the high

degree of complexity and judgement applied

by management in determining the value.

NZ IFRS 9 Financial Instruments was

adopted for the first time on 1 July 2018.

This added effort to our audit due to the

complexity of the accounting standard and

its expected pervasive impact on the

industry.

The provision for individually impaired assets

is based on the application of management

judgement, with the assessment of

expected future cash flows being inherently

uncertain. The provision for individually

impaired assets for ‘rural’ and other

‘corporate’ loans is of particular audit focus,

owing to its financial significance and

inherent uncertainties of expected future

cash flows, which may include estimated

timing and proceeds from the future sale of

assets securing the debt, in addition to

repayments from borrowers.

Based on the assigned risk grading or arrears

status, an estimate of ECL will be applied to

Together with KPMG credit risk specialists we assessed the Group’s

adoption of NZ IFRS 9, individual provisions and collective

provisions. Our procedures included::

Assessing the Group’s governance and oversight, including the

continuous reassessment of overall provisioning;

Assessing the Group’s significant accounting policies and

expected credit loss (“ECL”) modelling methodology against the

requirements of the standards and underlying accounting records;

Assessing the disclosures in the consolidated financial

statements against the requirements of NZ IFRS;

Testing key controls over arrears calculations, customer loan

ratings, annual loan reviews, credit risk reviews and model

validations;

Evaluating credit assessments for a sample of ‘rural’ and other

‘corporate’ loans that are either individually above $10 million or

on management’s credit watchlist. This included inspection of the

latest correspondence with the borrower, assessment of the

provision estimates prepared by credit risk officers, and

consideration of the resolution strategy; including challenging

assumptions based on our experience and industry knowledge,

and assessing collateral values by comparing them to valuations

performed by independent valuers;

Assessing individually significant loans in arrears not specifically


The key audit matter How the matter was addressed in our audit

determine the collective provision based on

historical data, adjusted for forward looking

information.

Additionally management apply judgement in

the determination of provision overlays to

adjust for future market conditions.

The level of judgement involved in

determining the provision for collectively

impaired assets requires us to challenge the

appropriateness of management’s

assumptions.

provided for, to determine whether they were being ap

propriately

monitored and incorporated into the provision for collectively

impaired assets;

Testing key inputs used in the ECL calculation for significant

portfolios. This included testing data reconciliation controls

between the ECL models and source systems;

Challenging the key assumptions in the models such as

probability of default, loss given default and forward-looking

assumptions for a sample of models. We compared modelled

estimates against actual losses incurred by the Group and

forward-looking assumptions against external economic

information; and

Assessing management’s judgement in the application of

overlays by applying sensitivities to assumptions underlying the

overlays, and evaluating current economic and climatic conditions

linked to the overlays, not captured in the Group’s models.

The estimates and assumptions used to determine the provision for

impairment of finance receivables are reasonable, with no evidence of

management bias or influence identified from our procedures.

We did not identify any material issues or exceptions from our

procedures.

Valuation of finance receivables - reverse mortgages

Refer to notes 13 and 20 to the consolidated financial statements.

The Group’s reverse mortgage portfolio is

held at fair value.

The fair value calculation is based on the

application of management judgement. In

assessing the fair value the Group

continuously considers evidence of a

relevant active market. In the absence of

such a market, in the current period, the

Group considered changes since the original

lending and an independent actuarial

assessment of future cash flows.

The inherent uncertainties include estimated

future mortality and move to care rates,

voluntary exits, house price changes and

interest rate margin.

Together with KPMG valuation specialists, our procedures over the

fair value loan portfolios included:

Testing key controls over the accuracy of historic data impacting

the fair value assessment;

Assessing evidence of a relevant active market or observable

inputs; and

Challenging the key assumptions used by the Group in

determining the portfolio’s fair value.

The estimates and assumptions used to determine the valuation of

finance receivables are reasonable, with no evidence of management

bias or influence identified from our procedures.

We did not identify any material issues or exceptions from our

procedures.

Operation of IT systems and controls

The Group is heavily dependent on complex IT

systems for the processing and recording of

significant volumes of transactions and other

core banking activity.

For significant financial statement balances,

such as finance receivables and deposits, our

Our audit procedures, amongst others, included:

Gaining an understanding of business processes, key controls,

and IT systems relevant to significant financial statement

balances, including technology services provided by a third

party;

© 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.

Heartland Financial Report 2019

P. 53


Financial statements


The key audit matter How the matter was addressed in our audit

audit involves an assessment of the design of

the Group’s internal control environment

relevant to the preparation of these

consolidated financial statements. There are

some areas of the audit where we seek to test

and place reliance on IT systems, automated

controls and reporting.

The effective operation of these controls is

dependent upon the Group’s general IT control

environment, which incorporates controls

relevant to IT system changes and

development, IT operations, developer and

user access controls.

Assessing the effectiveness of the IT control environment,

including core banking IT systems, key automated controls and

reporting; and


Evaluating general IT controls relevant to IT system changes

and development, IT operations, developer and user access

controls.

In performing our work, we identified design and operating

effectiveness control observations that impacted the level of

reliance we could place on IT systems, automated controls and

reports.

In response, we performed additional compensating control tests

and substantive audit procedures:

We carried out substantive testing on IT systems and controls

to assess:

(i)the accuracy of automated controls and IT system

calculated transactions and balances, such as interest

income and expense;

(ii)the reliability of automated reporting, such as IT system

generated arrears reporting; and

(iii)the operation of technology dependent manual controls;

We performed additional control testing on compensating

controls, including management and governance review

controls; and

We completed further substantive audit procedures over

significant financial statement balances, where required to

support our audit.

We did not identify any material issues or exceptions from those

additional procedures.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual

Report. Other information may include the Annual Review and information included in the Financial Report. Our

opinion on the consolidated financial statements does not cover any other information and we do not express any

form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this Independent Auditor's Report. Our

responsibility is to read the Annual Report when it becomes available and consider whether the other information

it contains is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the

audit, or otherwise appears misstated. If so, we are required to report such matters to the Directors.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s 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 audit work, this independent

auditor’s report, or any of the opinions we have formed.

© 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.

Heartland Financial Report 2019

P. 54


Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the Company, are responsible for:

—the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

—implementing necessary internal control to enable the preparation of a consolidated set of financial

statements 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 audit of the consolidated financial

statements

Our objective is:

—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

—to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards.

For and on behalf of

KPMG

Auckland

15 August 2019

© 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.


Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 5 to 50:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA

Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Company and Group in relation to review of the Group’s

consolidated interim financial statements, review of regulatory returns, trust deed reporting, registry audits and

other agreed upon procedures engagements. 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 auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Emphasis of matter

We draw attention to the financial statements preparation note of the 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 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.

Heartland Financial Report 2019

P. 55


CORPORATE GOVERNANCE

Corporate governance

Corporate governance

This corporate governance statement describes Heartland Group Holdings Limited’s (Heartland) corporate governance policies and practices

as at 30 June 2019.

Heartland, as the parent company of the Group, is committed to ensuring that Heartland’s policies and practices reflect current best practice, in

the interests of Heartland’s shareholders and other stakeholders. In addition to information about Heartland’s corporate governance policies and

practices, this section also includes information about Heartland Bank Limited’s (Heartland Bank) corporate governance policies and practices.

Heartland Bank has its own Board and Board Committees, and makes independent decisions (including on corporate governance matters), however

Heartland and Heartland Bank Board and Committee meetings are held consecutively and members of both Boards or Committees (as applicable)

attend both meetings. Heartland’s important corporate governance policies and practices either apply to, or have been adopted by, Heartland Bank.

Heartland is pleased to report that, other than in respect of the matter explained in the “Principle 3 – Board Committees” section below, it was fully

compliant with the corporate governance principles contained in the NZX Corporate Governance Code (the NZX Code) as at 30 June 2019.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being

followed throughout the organisation.

Codes of Conduct

Heartland’s Code of Conduct and Directors’ Code of Conduct set out the ethical and behavioural standards expected of Heartland and its

subsidiaries’ (the Group) directors, employees and intermediaries. The Codes of Conduct are available on Heartland’s shareholder website,

shareholders.heartland.co.nz.

The Codes of Conduct cover a wide range of areas, including:

▲Heartland’s responsibilities towards shareholders and the financial community, its customers, clients and service providers, and its employees;

▲conflicts of interest, including the receipt of gifts and other corporate opportunities;

▲confidentiality; and

▲the procedure for advising Heartland of a suspected breach.

Every new director or employee is to be provided with a copy of the Code of Conduct and must confirm that they have read and understand it. Each

director and staff member has an obligation, at all times, to comply with the spirit as well as the letter of the law, to comply with the principles of

the Code of Conduct, including exhibiting a high standard of ethical behaviour. The Codes of Conduct are subject to annual review.

Insider Trading Policy

In addition to the prohibition on insider trading, the Group’s directors, senior employees and other restricted persons are prohibited from buying

or selling the Group’s quoted financial products during ‘blackout periods’ – which are periods that commence before the end of the half-year and

the full-year and end once the financial results from the half-year or the full-year have been released to the market. In addition, all of the Group’s

directors, senior employees and other restricted persons are required to obtain consent before buying or selling the Group’s quoted financial

products outside of blackout periods, and to certify that their decision to buy or sell has not been made on the basis of inside information.

The Board continually assesses, with the assistance of the Heartland Bank Board, whether any matters under consideration are likely to materially

influence Heartland’s share price and therefore whether additional trading restrictions should be imposed on directors, senior employees and other

restricted persons.

The Insider Trading Policy is available on Heartland’s shareholder website, shareholders.heartland.co.nz. Through our share registrar, Link Market

Services, we actively monitor trading in Heartland shares by directors, senior employees and other restricted persons.

Heartland Financial Report 2019

P. 56

CORPORATE GOVERNANCE
PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.

Role of the Board

The Board is responsible for corporate governance and setting the Group’s overall strategic direction. The Board charter regulates Board procedure

and describes the Board’s role and responsibilities in detail, and is available on Heartland’s shareholder website, shareholders.heartland.co.nz. The

Board establishes objectives, strategies and an overall policy framework within which the Group’s business is conducted.

The Board schedules regular meetings at which it receives briefings on key strategic and operational issues from management.

Board processes

The Board held five meetings, and the Heartland Bank Board held eight meetings, during the year ended 30 June 2019. The following table shows

attendance by each director at the meetings of the Heartland and Heartland Bank Boards and Heartland Board Committees of which he or she was

a member.

Board

Heartland

Eligible to attend

Heartland

Attended

Heartland Bank

Eligible to attend

Heartland Bank

Attended

J K Greenslade5588

E F Comerford5588

E J Harvey––88

B R Irvine––88

G Kennedy (retired 28/3/19)––88

C R Mace5433

K Morrison (appt 29/3/19)––11

G T Ricketts5588

V C M Stoddart––88

G R Tomlinson5532

Audit CommitteeRisk Committee

Corporate Governance,

People, Remuneration and

Nominations Committee

Corporate

Finance

Committee

HGH

Elig

HGH

Att

HBL

Elig

HBL

Att

HGH

Elig

HGH

Att

HBL

Elig

HBL

Att

HGH

Elig

HGH

Att

HBL

Elig

HBL

Att

HGH

Elig

HGH

Att

J K Greenslade––––––––––––00

E F Comerford32––3366––––00

E J Harvey––55––66––––––

B R Irvine––55––––331100

G Kennedy (retired 28/3/19)––22––55––––––

C R Mace33––33––––––––

K Morrison (appt 29/3/19)––––––11––––––

G T Ricketts3355––––331100

V C M Stoddart––32––65––11––

G R Tomlinson––––––––331100

Note: Elig = Eligible to attend; Att = Attended; HGH = Heartland; and HBL = Heartland Bank.

All of the then serving members of the Heartland Bank Board attended the Annual Meeting held on 19 September 2018.

Director appointment

The Corporate Governance, People, Remuneration and Nominations Committee is tasked with the role of reviewing Heartland Board composition,

and reviewing and making recommendations in relation to nominations, for the Board’s consideration.

Each new director of Heartland is required, pursuant to the Heartland board charter, to enter into a written agreement with Heartland in respect of

his or her appointment and Heartland has a pro forma director appointment letter which is tailored for individual appointments.

Heartland Financial Report 2019

P. 57


CORPORATE GOVERNANCE

Corporate governance

Board membership, size and composition

The NZX Main Board Listing Rules provide that the number of directors must not be fewer than three. Subject to this limitation, the size of the

Board is determined from time to time by the Board.

As at 30 June 2019, the Board comprised five directors, being an independent Chairman, the Chief Executive Officer and three non-executive

directors. The Board encourages rigorous discussion and analysis when making decisions.

As mentioned above, Heartland Bank has its own Board and Board Committees, and meetings are held consecutively with Heartland Board and

Board Committees meetings. Members of both Boards and Committees (as applicable) attend both Heartland and Heartland Bank Board or

Committee meetings (as applicable), which further encourages rigorous discussion and analysis.

The Board recognises the need to have a range of complementary skills, knowledge and experience in order to support the Group’s implementation

of its strategic priorities, and for the Board to have a balance of skills and attributes in order to support diversity at board level. With this in mind,

both the Heartland and the Heartland Bank Boards regularly reviews their composition and formally assess their collective skills, knowledge and

experience using a skills matrix developed specifically for the Group. This exercise provides an opportunity to reflect on and discuss current Board

composition, as well as succession planning. The current Boards comprise directors with a mix of qualifications, skills and attributes who hold

diverse business, governance and industry experience.

Set out below is a table summarising the skills, knowledge and experience of the Heartland and Heartland Bank Boards as at 30 June 2019.

The results of the assessment are provided as the average score across all of the directors for a particular category. Details regarding the

scoring system are also provided below.

CategoryDescriptionAverage score

Risk ManagementRisk management frameworks, setting risk appetite, building and adapting organisational risk

culture, regulatory relationships, assessing the effectiveness of senior leadership.

4

Governance and ComplianceImplementing organisation-wide governance and compliance systems, processes and frameworks,

regulatory compliance, assessing the effectiveness of senior leadership.

4.5

Capital/Financial/M&A

Acumen

Implementation of financial and capital management strategies, corporate finance restructuring,

capital raisings within risk appetite/ICAAP, M&A experience.

4

Corporate StrategyReviewing and setting organisational strategy, organic growth opportunities, merger and

acquisition opportunities (including joint ventures).

4.25

LeadershipDriving engagement and enablement, evaluating employee and executive performance, strategic

workforce planning, succession, leading organisation change and talent development.

4.75

RemunerationDetailed executive remuneration matters (including scorecard target setting), incentive

arrangements, staff superannuation. Understanding of the relevant legislative/contractual

framework for remuneration.

3.75

Health & SafetyImplementing health, safety and wellbeing strategies, proactive identification and prevention of

health and safety risks.

3.75

Government Relations/

Policy

Interaction with Government, Regulators, and Reserve Bank at all levels, influencing public policy

decisions and outcomes.

3.5

BankingDomestic and/or international experience in Banking, including the regulatory landscape for banks.3.75

Liquidity and FundingBroad experience in funding and liquidity strategies and management, regulatory requirements and

options available to registered banks.

3.5

Issues/Event ManagementFor example, credit rating downgrade, social media events, regulatory breaches or changes and

other reputational events.

4

Related Industries/InsuranceBroad experience across industries related to banking, funds management, reverse mortgages,

consumer finance, general insurance.

3.25

Customer Data/CRMExperience in driving strategic insights from the collection and analysis of customer data,

experience in customer relationship management, cloud computing and software delivery.

3.5

Digital and Information

Technology

Understanding digital distribution and latest innovations and technologies disrupting traditional

distribution processes. Domestic and/or international experience in IT strategies, IT networks, cloud

computing and software delivery.

3

RBNZ/Regulatory

Compliance

Experience relating to RBNZ compliance regime and other applicable compliance with regulatory

bodies (e.g. Australia).

3.5

Australian ExperienceExperience in banking/financial and related markets. Experience with regulatory bodies, APRA,

ASIC, ASX, etc.

4

Corporate Emotional

Intelligence (EQ)

Personal attributes relevant to the Board environment including communication skills, the ability

to constructively challenge, championing an environment that effectively deals with complex issues

and continually seeking to “lift the bar”.

4

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE (CONTINUED)

Heartland Financial Report 2019

P. 58

CORPORATE GOVERNANCE
LevelDescriptorSummary of skill / experience

0No skills/experienceLimited-to-no skills/experience and exposure (either as a Senior Manager or Non-Executive Director (NED)

or a combination of both).

1Basic skills/experienceBasic level of exposure and skills/experience (either as a Senior Manager or NED or a combination of both).

2Moderate skills/experienceAdequate exposure and skills/experience (either as a Senior Manager or NED or a combination of both).

3Proficient skills/experienceFull capability and experience to draw upon and contribute to Board (either as a Senior Manager or NED or

a combination of both).

4Strong skills/experienceExtensive skill and experience over a significant amount of time and multiple companies (either as a Senior

Manager or NED or a combination of both).

5Expert skills/experienceDeep subject matter expertise across all facets of the relevant skill/experience (either as a Senior Manager

or NED or a combination of both).

Board training and performance assessment

To ensure on-going education, directors are regularly informed of developments that affect the industry and business environment, as well as

company and legal issues that impact the directors themselves. Directors have access to management and any additional information they consider

necessary for informed decision making.

The Boards of Heartland and Heartland Bank undertake a formal review of their own, their committees’ and individual directors’ performance at

least annually, and – as noted above – reviews their composition using a skills matrix. This is to ensure that they each have a range of complementary

skills, knowledge and experience in order to effectively govern the Group, to monitor its performance, and to support the implementation of its

strategic priorities – in the interests of its shareholders and other stakeholders.

Diversity and inclusion

In order to articulate its commitment to diversity, Heartland has developed a Diversity & Inclusion Policy, which requires the Board, with the help

of the Diversity Committee, to set measurable objectives for achieving diversity and to track progress against them. Heartland’s Diversity & Inclusion

Policy is available on Heartland’s shareholder website, shareholders.heartland.co.nz.

A discussion of Heartland’s Diversity and Inclusion Policy and a report on the measurable objectives which were set for 2019 is included on page 73

of this Financial Report.

PRINCIPLE 3 – BOARD COMMITTEES

The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.

Board Committees

As at 30 June 2019, Heartland had four permanently constituted Board Committees, each of which is tasked with working with management in its

specific area of responsibility and reporting its findings and recommendations to the Board. Management attend committee meetings as required

(however, in the case of Audit Committee and Corporate Governance, People, Remuneration and Nominations Committee meetings, management

attend only at the invitation of the relevant Committee).

Each of these Committees has a charter which sets out the committee’s objectives, membership, procedures and responsibilities. A Committee does

not take action or make decisions on behalf of the Board unless it is specifically mandated to do so. The charter of each Committee is available on

Heartland’s shareholder website, shareholders.heartland.co.nz.

The Board is comfortable that no other standing Committees are necessary at this stage; however other ad hoc Committees are established for

specific purposes from time to time.

As at 30 June 2019, Heartland Bank also had a permanently constituted Risk Committee and an Audit Committee which are tasked with working

with management and reporting their findings and recommendations to the Heartland Bank Board.

Audit Committee

Membership is restricted to non-executive directors, with at least three members, the majority of whom must be independent. The Chair of the

Audit Committee must be an independent director who is not the Chair of the Board.

As at 30 June 2019, the members of the Audit Committee were E F Comerford (Chair), C R Mace and G T Ricketts.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE (CONTINUED)

Heartland Financial Report 2019

P. 59


CORPORATE GOVERNANCE

Corporate governance

The role of the Audit Committee is to advise and provide assurance to the Board in order to enable the Board to discharge its responsibilities in

relation to the oversight of:

▲The integrity of financial control, financial management and external financial reporting.

▲The internal audit function.

▲The independent audit process.

The Audit Committee works closely with the Heartland Bank Audit Committee, which has similar responsibilities in relation to Heartland Bank, and

their meetings occur consecutively. As at 30 June 2019, the Board determined that all committee members had a recognised form of financial

expertise in accordance with the Audit Committee’s charter.

Risk Committee

Membership of the Risk Committee is restricted to non-executive directors, with at least three members, the majority of whom must be

independent. The Chair of the Risk Committee must be an independent director who is not the Chair of the Board.

As at 30 June 2019, the members of the Risk Committee were E F Comerford (Chair), C R Mace and G T Ricketts.

The role of the Risk Committee is to advise and provide assurance to the Board in order to enable the Board to discharge its responsibilities in

relation to the oversight of:

▲the formulation of its risk appetite

▲to provide the Board with assurance that all risks within the key risk categories which are relevant to the Group have been appropriately

identified, managed and reported to the Board.

The Risk Committee works closely with the Heartland Bank Risk Committee, which has similar responsibilities in relation to Heartland Bank, and

their meetings occur consecutively.

Corporate Governance, People, Remuneration and Nominations Committee

The Corporate Governance, People, Remuneration and Nominations Committee is required to have at least three directors, the majority of whom

must be independent.

As at 30 June 2019, the members of the Corporate Governance, People, Remuneration and Nominations Committee were G T Ricketts (Chair),

B R Irvine and G R Tomlinson. Although B R Irvine is a director of Heartland Bank and not Heartland, the Board are of the view that a director of

Heartland Bank should be a member of the Corporate Governance, People, Remuneration and Nominations Committee given that the vast majority

of employees of the Group are employed by Heartland Bank. B Irvine, as Chairman of Heartland Bank, represents Heartland Bank’s position in

that regard. Accordingly, Heartland has not strictly complied with recommendation 3.3 of the NZX Code as the majority of the committee are not

independent directors of Heartland. Instead, the committee has one independent director of Heartland and one independent director of Heartland

Bank but, as described above, the Board considers this appropriate for Heartland.

The role of the Corporate Governance, People, Remuneration and Nominations Committee includes advising and making recommendations to the

Board regarding:

▲corporate governance matters

▲people strategy, including organisation structure, performance, succession planning, development, culture, diversity and remuneration strategy

and policies and any other strategic people initiatives

▲remuneration of the directors, Chief Executive Officer and senior executives

▲the performance of the Chief Executive Officer including setting and review of annual KPIs

▲director and senior executive appointments, Board composition and succession planning.

PRINCIPLE 3 – BOARD COMMITTEES (CONTINUED)

Heartland Financial Report 2019

P. 60

CORPORATE GOVERNANCE
Corporate Finance Committee

The Corporate Finance Committee is required to have at least three directors, the majority of whom must be independent, and one of whom will

be the Chief Executive Officer.

As at 30 June 2019, the members of the Corporate Finance Committee were G T Ricketts (Chair), E F Comerford, J K Greenslade, B R Irvine and

G R Tomlinson.

The role of the Corporate Finance Committee is to advise and provide assurance to the Board in order to enable the Board to discharge its

responsibilities in relation to the oversight of the management of Heartland’s financial resources and major financial strategies and transactions.

Takeovers Response Manual

The Board has documented and adopted a Takeover Response Manual document, which is designed to give the board and management clear

direction on the steps that needed to be taken following receipt of a takeover offer.

The document, amongst other things, includes an “independent director” protocol for directors who are involved in or associated with the bidder,

talks to the scope of independent advisory reports to shareholders, and prompts the Board to consider the option of establishing an independent

takeover committee following receipt of a takeover offer.

PRINCIPLE 4 – REPORTING AND DISCLOSURES

The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.

Heartland appreciates that its investors and other stakeholders value both financial and non-financial reporting, and Heartland seeks to ensure

that its investors have timely access to full and accurate material information about Heartland which is factual and balanced.

Heartland’s Disclosure Policy sets out procedures that are in place to make sure all material information is identified and disclosed in a timely

manner, and to prevent the selective disclosure of material non-public information. Under the Policy, potentially ‘material information’ is required

to be brought to the attention of the Disclosure Committee, which is ultimately responsible for determining whether information is material, and

approving the form and content of material information that is disclosed. Heartland also monitors information in the market about itself and (with

the assistance of the Disclosure Committee) will release information to the extent necessary to prevent development of a false market for the

Group’s quoted financial products.

All of Heartland’s key governance documents, including the Disclosure Policy, are available on Heartland’s shareholder website, shareholders.

heartland.co.nz. Heartland also maintains copies of its stock exchange announcements, and half-year and full-year reports, investor presentations

and details of annual shareholder meetings, on its shareholder website.

Audit Committee

The Audit Committee oversees the quality and timeliness of all external financial reports, including all disclosure documents issued by Heartland.

The Audit Committee oversees the preparation of Heartland’s financial statements and setting policy to ensure the information presented is useful

for investors and other stakeholders. Heartland makes its financial statements easy to read by using clear, plain language, and structuring them

so that key information is prominent. In addition to the full-year audit, Heartland’s external auditor completes a review of the interim financial

statements.

The Chief Executive Officer and Chief Financial Officer are also required to certify to the Audit Committee that the financial statements of

Heartland and its subsidiaries present a true and fair view of Heartland and comply with all relevant accounting standards.

Non-financial reporting

Heartland is committed to delivering value for its customers, shareholders, employees, communities, partners and intermediaries. This is the second

year that Heartland has reported against a Corporate Social Responsibility Framework in order to provide more detailed information on the value

created for Heartland’s stakeholders. Refer to page 30 of the 2019 Annual Review.

PRINCIPLE 3 – BOARD COMMITTEES (CONTINUED)

Heartland Financial Report 2019

P. 61


CORPORATE GOVERNANCE

Corporate governance

PRINCIPLE 5 – REMUNERATION

The remuneration of directors and executives should be transparent, fair and reasonable.

Heartland’s remuneration strategy is designed to create a high performance culture which attracts and retains quality candidates by incentivising

and rewarding exceptional performance.

Heartland has developed a Remuneration Policy which explains its remuneration strategy and its approach to setting remuneration in more detail.

The key principles are that Heartland’s remuneration policy:

▲supports the attraction, retention and engagement of quality, diverse candidates;

▲does not discriminate on the basis of gender, ethnicity, sexuality or any other individual factor;

▲should further Heartland’s aspiration to achieve pay equity across the organisation;

▲rewards for high performance;

▲has the flexibility to cater for Heartland’s operational differences;

▲recognises the link between company performance and remuneration, and the importance of creation of shareholder value; and

▲is understood by employees.

The full Remuneration Policy is available on Heartland’s shareholder website at shareholders.heartland.co.nz.

Heartland’s Corporate Governance, People, Remuneration and Nominations Committee (the Committee) is kept up to date with relevant market

information and best practice, obtaining advice from external advisors when necessary. Heartland has used PriceWaterhouseCoopers as a

consultant for advice on various remuneration activities including, but not limited to, the structure of its Long Term Incentive Schemes and the

valuation of the performance rights under these schemes.

Remuneration levels are reviewed annually for market competitiveness and alignment with strategic and performance priorities. All senior executive

performance is assessed by the Committee with reference to Group risk management policies and frameworks.

Non-executive directors’ remuneration

Total remuneration available to the Group’s non-executive directors is determined by Heartland’s shareholders. The current aggregate approved

amount by shareholders is $1,200,000 per annum.

Heartland’s policy is to pay directors’ fees in cash. There is no requirement for directors to take a portion of their remuneration in shares and nor is

there a requirement for directors to hold shares in Heartland. However, as at 30 June 2019, a number of the directors held shares, or a beneficial

interest in shares, in Heartland (see the Directors’ Disclosures section of this Financial Report for further details).

Senior executive remuneration

The objective is to provide competitive remuneration that aligns executives’ remuneration with shareholder value and rewards the executives’

achievement of the Group’s strategies and business plans.

All senior executives receive a base salary and are also eligible to participate in short-term and, in some cases, long-term incentive plans under which

they are rewarded for achieving key performance and operating results.

Disclosure of the CEO’s remuneration is included in the Directors’ Disclosures section on page 69 of this Financial Report.

Heartland Financial Report 2019

P. 62

CORPORATE GOVERNANCE
PRINCIPLE 6 – RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly

verify that the issuer has appropriate processes that identify and manage potential and material risks.

Risk management

The Board ensures that Heartland has a Risk Management Programme in place which identifies, manages and communicates the key risks that may

impact Heartland’s business. Specific risk management strategies have been developed for each of the key risks identified. The Risk Committee of

the Board oversees the risk management programme and strategy. Heartland also has in place insurance cover for insurable liability and general

business risk.

Health and safety

Heartland promotes a working environment where we engage with all our people, so that together we can ensure a workplace that is mentally and

physically safe and healthy; and to promote a positive health and safety culture. We engage with our people to identify, assess, control and review

risk, with a focus on continuous improvement of health and safety.

All Group employees are required read and attest to our Health, Safety and Wellbeing Policy. Induction includes instruction on our Health and

Safety Policy and procedures. The Health & Safety Committee, representing all employees, convenes every second month to discuss reported

incidents, accidents and near misses, initiatives and tabled reports. Incidents, accidents and near misses are registered in our Risk Management

System (RMS). A Health & Safety Report that includes RMS data, number of employee insurance claims, number of employees accessing counselling,

and summaries of initiatives is provide to the Executive Risk Committee and to the Board.

In the year ended 30 June 2019, there have been no notifiable events to report to Worksafe New Zealand.

PRINCIPLE 7 – AUDITOR

The board should ensure the quality and independence of the external audit process.

The Audit Committee is responsible for overseeing the external, independent audit of Heartland’s financial statements. This encompasses processes

for sustaining communication with Heartland’s external auditor, ensuring that the ability of the external auditor to carry out their statutory audit

role is not impaired, or could reasonably be perceived to be impaired, to address what other services may be provided by the external auditor to

Heartland, and to provide for the monitoring and approval of any such services.

Heartland’s External Auditor Independence Policy provides guidelines to ensure that non-audit related services do not conflict with the independent

role of the external auditor, and the Audit Committee ensures that non-audit work undertaken by the auditor is in accordance with that Policy.

That Policy also sets out guidelines in relation to the tenure and re-appointment of the external auditor, which the Audit Committee ensures are

complied with. Refer to Heartland’s shareholder website, shareholders.heartland.co.nz, for a copy of the External Auditor Independence Policy.

The external auditor monitors its independence and reports to the Audit Committee bi-annually to confirm that it has remained independent in

the previous six months, in accordance with Heartland’s External Auditor Independence Policy and the external auditor’s policies and professional

requirements. There have been no threats to auditor independence identified during the year ended 30 June 2019.

Heartland also has an internal audit function which is independent of the external auditor. The Audit Committee approves the annual internal audit

programme, which is developed in consultation with management of Heartland.

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage

with the issuer.

The Board is committed to maintaining a full and open dialogue with all shareholders, as outlined in the Disclosure Policy which is available on

Heartland’s shareholder website, shareholders.heartland.co.nz. Heartland keeps shareholders informed through:

▲periodic and continuous disclosure to NZX and ASX

▲information provided to analysts and media during briefings

▲Heartland’s shareholder website (shareholders.heartland.co.nz)

▲the Annual Meeting, at which shareholders have the opportunity to ask questions

▲annual and half year reports.

The Board encourages full participation of shareholders at the Annual Meeting to ensure a high level of accountability. Heartland’s external auditor

also attends the Annual Meeting and is available to answer questions relating to the external audit.

Heartland Financial Report 2019

P. 63


DIRECTORS’ DISCLOSURES

Disclosures

Directors’ disclosures

DIRECTORS

The following persons were directors of Heartland and its subsidiaries during the year ended 30 June 2019.

CompanyDirectors

Heartland Group Holdings LimitedGeoffrey Thomas Ricketts

Ellen Frances Comerford

Jeffrey Kenneth Greenslade

Christopher Robert Mace

Gregory Raymond Tomlinson

Independent Director (Chair)*

Independent Director*

Executive Director (commenced 19/07/2018)*

Independent Director*

Non-Independent Director*

*Appointed 31/10/2018 (as a result of the corporate restructure)

Heartland Bank LimitedBruce Robertson Irvine

Ellen Frances Comerford

Jeffrey Kenneth Greenslade

Edward John Harvey

Graham Russell Kennedy

Christopher Robert Mace

Kathryn Morrison

Geoffrey Thomas Ricketts

Vanessa Cynthia May Stoddart

Gregory Raymond Tomlinson

Independent Director (Chair)

Independent Director (re-elected 22/11/2017)

Non-Independent Director

Independent Director (re-elected 19/09/2018)

Independent Director (retired 28/03/2019)

Independent Director (resigned 31/10/2018)

Independent Director (appointed 29/03/2019)

Independent Director (re-elected 22/11/2017)

Independent Director (re-elected 19/09/2018)

Non-Independent Director (resigned 31/10/2018)

ASF Custodians Pty LimitedAndrew John Ford

Richard Glenn Udovenya

Australian Seniors Finance Pty LimitedAndrew John Ford

Richard Glenn Udovenya

Heartland Australia Holdings Pty LtdEllen Frances Comerford

Christopher Patrick Francis Flood

Andrew John Ford

Jeffrey Kenneth Greenslade

Geoffrey Thomas Ricketts

Gregory Raymond Tomlinson

Christopher Flood resigned 31/10/2018 and Jeffrey Greenslade,

Geoffrey Ricketts and Gregory Tomlinson were appointed.

Heartland Australia Group Pty LtdEllen Frances Comerford

Christopher Patrick Francis Flood

Andrew John Ford

Jeffrey Kenneth Greenslade

Geoffrey Thomas Ricketts

Gregory Raymond Tomlinson

Christopher Flood resigned 31/10/2018 and Jeffrey Greenslade,

Geoffrey Ricketts and Gregory Tomlinson were appointed.

Heartland NZ Trustee Limited Philippa Rosemary Drury

Christopher Patrick Francis Flood

Heartland PIE Fund LimitedJeffrey Kenneth Greenslade

Bruce Robertson Irvine

MARAC Insurance LimitedAndrew James Aitken

Christopher Patrick Francis Flood

Christopher Robert Mace

Sarah Elizabeth Ann Smith

Seniors Finance Custodians Pty

Limited

Andrew John Ford

Richard Glenn Udovenya

Seniors Finance Pty Limited Andrew John Ford

Richard Glenn Udovenya

Sentinel Custodians Limited Christopher Patrick Francis Flood(amalgamated with Heartland Bank from 1 October 2018)

VPS Properties Limited Christopher Patrick Francis Flood

When determining whether a director of Heartland is independent, the factors described in the NZX Code as possibly impacting a director’s

independence were considered and it was determined that none of those factors applied to the directors noted above as independent.

Heartland Financial Report 2019

P. 64

DIRECTORS’ DISCLOSURES
INTERESTS REGISTER

The following are the entries in the Interests Register of Heartland (and its subsidiaries) made during the year ended 30 June 2019.

Indemnification and insurance of directors

Heartland has given indemnities to, and has effected insurance for, directors of Heartland and its subsidiaries to indemnify and insure them

in respect of any liability for, or costs incurred in relation to, any act or omission in their capacity as directors, to the extent permitted by the

Companies Act 1993. The cost of the insurance premiums to the Group for the year ended 30 June 2019 was $87,975.00 (including GST).

Share dealings by directors

Details of individual directors’ share dealings as entered in the Interests Register of Heartland and Heartland Bank (in respect of share dealings

prior to 31 October 2018) under Section 148(2) of the Companies Act 1993 during the year ended 30 June 2019 are as follows (all dealings are in

ordinary shares unless otherwise specified):

E J Harvey

Date of acquisition/ disposalNature of relevant interestAcquisition/disposalNo. of sharesConsideration

21 September 2018Allotment under DRPAcquisition3,779$6,140.88

29 March 2019Allotment under DRPAcquisition2,740$4,030.27

J K Greenslade

Date of acquisition/ disposalNature of relevant interestAcquisition/disposalNo. of sharesConsideration

22 February 2019Purchase of sharesAcquisition141,000$195,194.47

29 March 2019Allotment under DRPAcquisition74,118$109,020.17

B R Irvine

Date of acquisition/ disposalNature of relevant interestAcquisition/disposalNo. of sharesConsideration

29 March 2019Allotment under DRPAcquisition8,892$13,079.24

29 March 2019Allotment under DRPAcquisition2,564$3,771.39

G R Tomlinson

Date of acquisition/ disposalNature of relevant interestAcquisition/disposalNo. of sharesConsideration

20 February 2019Purchase of sharesAcquisition500,000$675,000

21 February 2019Purchase of sharesAcquisition500,000$685,000

29 March 2019Allotment under DRPAcquisition1,217,286$1,790,505.98

Heartland Financial Report 2019

P. 65


DIRECTORS’ DISCLOSURES

Disclosures

General notice of disclosure of interests in the interests register

Details of any changes to Heartland and Heartland Bank directors’ general disclosures entered in the relevant interests register under Section 140

of the Companies Act 1993 during the year ended 30 June 2019 are as follows:

1

E J ComerfordCeased directorship of Cash Converters International Limited from 30 September 2018.

E J HarveyAppointed director to Port of Napier Limited on 7 February 2019.

Ceased directorship of New Zealand Opera Limited on 28 September 2018.

B R IrvineAppointed director to Scenic Hotel (Haast) Limited from 29 January 2019, Gough Transport Supplies Limited from

13 May 2019, Gough Finance Limited, Gough Gough and Hamer Limited, Gough Group Limited, Gough Holdings Limited

and Gough Transport NZ Limited from 5 November 2018, Kaipaki Holdings Limited and Kaipaki Properties Limited from

18 October 2018 and Kaipaki Berryfruits Limited from 17 October 2018.

Ceased directorship of PGG Wrightson from 30 April 2019, Cowes Bay Holdings (NZ) Limited from 5 April 2019, Market

Gardeners Orders (Christchurch) Limited and Market Gardeners Orders Wellington Limited from 17 October 2018.

C R MaceAppointed director to Akitu Group Company No 1 Limited, Akitu Group Company No 2 Limited and Akitu Group Company

No 3 Limited from 18 October 2018 and Akitu Investments No 2 Limited from 17 October 2018.

Ceased directorship to The New Zealand Initiative Limited from 13 September 2018.

G T RickettsAppointed director to Oceania North Limited from 12 February 2019, MCF3 GP Limited, MCF3A General Partner Limited

and MCF3B General Partner Limited from 31 October 2018 and MCF2 FFF – GK Limited from 23 October 2018.

Ceased directorship of Highground Trust Limited from 30 January 2019, MCF 1 Limited from 5 December 2018,

MCF 3 Limited from 18 October 2018 and MCF5 Limited from 13 September 2018.

V C M StoddartAppointed director to Nelson Forests Limited from 31 May 2019, Nelson Management Limited, OneFortyOne Plantations

Holdings Pty Limited, OneFortyOne Plantations Pty Ltd, OneFortyOne Plantation Holdings No. 2 Pty Ltd, OneFortyOne

Wood Products Pty Ltd and OneFortyOne NZ Holdings Limited from 7 February 2019, and Stoddart & Co Limited from

19 December 2018.

Ceased directorship of Alliance Group Limited from 11 April 2019.

G R TomlinsonAppointed director to Tomlinson Ventures Limited from 1 May 2019.

Ceased directorship of Oceania Healthcare Holdings Limited from 22 May 2019.

Details of Heartland Bank directors’ general disclosures entered in the relevant interest register under Section 140 of the Companies Act 1993 prior

to 1 July 2018 can be found in earlier Annual Reports.

Specific disclosures of interest in the interests register

There were no specific disclosures of interests in transactions entered into by Heartland or its subsidiaries (including Heartland Bank) during the

period 1 July 2018 to 30 June 2019.

Information used by directors

No director of Heartland or its subsidiaries (including Heartland Bank) disclosed use of information received in his or her capacity as a director that

would not otherwise be available to that director.

HEARTLAND AND HEARTLAND BANK DIRECTORS’ RELEVANT INTERESTS

Director

Number of

ordinary shares –

beneficial

Number of

ordinary shares –

non-beneficial

2

Number

of options

J K Greenslade3,421,443Nil1,720,881

E J Harvey126,5066,475,976Nil

B R Irvine528,8566,475,976Nil

C R Mace14,337,4896,475,976Nil

G T Ricketts13,267,2856,475,976Nil

G R Tomlinson56,192,322NilNil

1. For the purposes of this disclosure, whilst Heartland’s interests register was created during the relevant financial year and as such all of the entries made in that register immediately after

the corporate restructure (which occurred on 31 October 2018) were “new”, only entries which related to matters which occurred during the relevant financial year have been disclosed.

2. The non-beneficial interest in the 6,475,976 shares arises from those directors being a trustee of the Heartland Trust, which held 6,475,976 shares in Heartland as at 30 June 2019.

Heartland Financial Report 2019

P. 66

DIRECTORS’ DISCLOSURES
DIRECTORS’ REMUNERATION

The current total fee pool for the non-executive directors of Heartland and its subsidiaries approved by shareholders at the Annual Shareholder

Meeting of Heartland Bank Limited held on 22 November 2016 is $1,200,000 per annum.

3


The table below sets out the fees payable to the non-executive directors of Heartland for the year ended 30 June 2019 based on the position(s) held.

Board/Committee

4

Position Fees (per annum)

Board of Directors Chair

Deputy Chair

5


Member

$150,000

$110,000

$100,000

Audit Committee Chair

Member

$15,000

Nil

Risk Committee Chair

Member

$15,000

Nil

Corporate Governance, People, Remuneration and Nominations Committee Chair

Member

$15,000

Nil

Corporate Finance Committee Chair

Member

Nil

Nil

The total remuneration and value of other benefits

6

received by each non-executive director who held office in Heartland and/or any of its

subsidiaries during the year ended 30 June 2019 is set out in the table below. Directors’ fees exclude GST where appropriate.

DirectorBoard Fees

Audit

Committee

Risk

Committee

Corporate

Governance,

People,

Remuneration

and Nominations

CommitteeOther

Total

Remuneration

Heartland Group Holdings (HGH) and Heartland Bank Limited (HBL) directorships

E F Comerford$100,000$10,000

7

$10,000

8

––$120,000

E J Harvey$100,000$10,000

9

$5,000

10

––$115,000

B R Irvine$136,667

11

$5,000

12

–––$141,667

G R Kennedy $75,000

13

––––$75,000

K Morrison $25,000

14

––––$25,000

C R Mace$100,000––––$100,000

G T Ricketts$150,000

15

––$15,000–$165,000

V C M Stoddart$100,000––––$100,000

G R Tomlinson$100,000––––$100,000

Subsidiary directorships

A J Aitken$32,000

16

––––$32,000

E F ComerfordA$50,000

17

––––A$50,000

P Drury$20,000

18

––––$20,000

C R Mace$15,000

19

––––$15,000

R G UdovenyaA$30,000

20

––––A$30,000

Total$1,092,869

21

3. On 4 October 2018, NZX granted Heartland a waiver from Rule 3.5.1, to the extent

that this Rule requires the Directors’ Remuneration Pool to be authorised by an

Ordinary Resolution of Heartland (as opposed to Heartland Bank).

4. If a director sits on both the Heartland and Heartland Bank boards, they are only

entitled to receive one fee.

5. To 31 October 2018 as Heartland no longer remunerates Deputy Chairs after the

corporate restructure.

6. In addition to these amounts, Heartland meets costs incurred by directors, which

are incidental to the performance of their duties. This includes providing directors

with telephone concessions and paying the cost of directors’ travel. As these costs

are incurred by Heartland to enable directors to perform their duties, no value is

attributable to them as benefits to directors for the purposes of the tables included

in this report.

7. Chair of Heartland Audit Committee from 1 November 2018.

8. Chair of Heartland Bank Risk Committee from 1 November 2018 and Chair of

Heartland Risk Committee from 1 January 2019.

9. Chair of Heartland Bank Audit Committee from 1 November 2018.

10. Chair of Heartland Bank Risk Committee to 31 October 2018.

11. Deputy Chair of Heartland Bank Board to 31 October 2018, then Chair of Heartland

Bank Board from 1 November 2018.

12. Chair of Heartland Bank Audit Committee to 31 October 2018.

13. Retired from Heartland Bank Board 28 March 2019.

14. Commenced as Heartland Bank director from 29 March 2019.

15. Chair of Heartland Bank Board to 31 October 2018, then Chair of Heartland Board

from 1 November 2018.

16. Fees paid to A J Aitken as a director of MARAC Insurance Limited.

17. Fees paid to E F Comerford as a director of Heartland Australia Group Pty Limited

and Heartland Australia Holdings Pty Limited.

18. Fees paid to P Drury as a director of Heartland NZ Trustee Limited.

19. Fees paid to C R Mace as Chair of MARAC Insurance Limited.

20. Fees paid to R G Udovenya as a director of ASF Custodians Pty Limited, Australian

Seniors Finance Pty Limited, Seniors Finance Custodians Pty Limited and Seniors

Finance Pty Limited.

21. For the purposes of this table, A$ fees have been converted to NZ$ using an

exchange rate of $1.05252.

Heartland Financial Report 2019

P. 67


DIRECTORS’ DISCLOSURES

Disclosures

REMUNERATION AND/OR OTHER BENEFITS FROM THE COMPANY AND ITS SUBSIDIARIES

TO EXECUTIVE DIRECTORS

The remuneration for the Executive Director (being, in Heartland’s case, the CEO) includes a fixed remuneration component, a variable

remuneration component comprising short-term incentives (STIs) and long-term incentives (LTIs), and other benefits. LTIs are offered to

selected employees (including the CEO) in order to incentivise them to enhance long term shareholder value.

STI Scheme

The CEO is entitled to receive STIs which are cash payments, determined by the Board, and paid at the end of a financial year for exceeding

performance expectations in the relevant financial year. Ultimately, STI payments are entirely discretionary and entitlement is not guaranteed

even if performance expectations have been met or exceeded.

LTI Schemes

Set out below is a summary of the grants made to the CEO under LTI schemes relating to the periods covered in this section.

Senior Executive Scheme

Certain previous share options schemes were all extinguished in June 2016 in consideration for participation in the Senior Executive Scheme,

which resulted in the CEO acquiring Heartland shares on market at that time.

Although the shares were received in June 2016, they vested over a three year period (which has now elapsed). Accordingly, for the purposes of

this disclosure, Heartland has treated the shares as vesting in three equal tranches in FY17, FY18 and FY19, with the economic value at the date

of vesting being a product of the number of shares which are treated as vesting in that period and the share price on the final trading day of the

relevant period.

Performance Rights Plan – 2017 Grant

Under the Performance Rights Plan – 2017 Grant, the CEO and other Senior Executives were issued performance rights which, subject to continued

employment and achievement of the Total Shareholder Return (TSR)

22

target over the measurement period of between 31 August 2016 and the

date falling 10 business days following the date on which Heartland announced its full year results for the financial year ended 2019, were to vest

into one share in Heartland for each Performance Right held.

During FY19, the Group was restructured, resulting in one-off costs of $4.2 million, and there were significant changes announced in respect of

regulatory requirements for conduct and culture and for regulatory capital to be held by banks. The Scheme Rules provide for adjustments to be

made to account for such circumstances, and so the Board resolved that the TSR performance condition was satisfied having regard to the original

spirit and intent of the Scheme and the 2017 Grant vested in accordance with its terms.

Performance Rights Plan – 2018/2019 Grant

Under the Performance Rights Plan – 2018/2019 Grant, the CEO and other Senior Executives were issued performance rights which, subject to

continuous employment and achievement of certain market capitalisation and share price targets over the period between 12 September 2017

and the date falling 20 business days following the date on which Heartland announces its full year results for the financial year ended 2021, were

to vest into up to one share in Heartland. The Performance Rights Plan – 2018/2019 Grant was made to provide a long term incentive for the 2018

and 2019 financial years so no separate LTI grant was made to the CEO in respect of the 2019 financial year.

Following the recent Financial Markets Authority and Reserve Bank Conduct and Culture Review, the Board determined that the performance

hurdles for the 2018/2019 Grant should be amended to reference appropriate culture and conduct measures and achievement of key strategic

objectives, in addition to encompassing a broader range of financial measures. The Board also determined to adjust the performance period by

extending it until the end of FY22.

The Scheme Rules provide flexibility to adjust the relevant performance hurdles, including in order to account for changes during the performance

period. This feature, in conjunction with the other features of the Performance Rights Plan, ensures that the 2018/2019 Grant will vest only if, and

to the extent, that sustainable shareholder value is created during the performance period.

22. TSR is calculated as the combination of share price movement and cash dividends assumed to be reinvested on the ex-dividend date, expressed as a percentage of the opening share

value on the Issue Date.

Heartland Financial Report 2019

P. 68

DIRECTORS’ DISCLOSURES
CEO remuneration disclosures

In the year ended 30 June 2019, the CEO received a fixed salary, a variable remuneration component comprising STI and LTI, and other benefits

as detailed in the below tables. The tables also show a comparison between the year ended 30 June 2019 and the year ended 30 June 2018 and a

summary of the CEO’s total remuneration over the last five financial years.

This year, Heartland has presented the summary using both the accounting cost of all current LTI grants made to the CEO (which shows the cost

of those arrangements to Heartland), and also the value of the awards which actually vested during the relevant financial year (which shows what

remuneration was received by the CEO during the relevant financial year). The accounting cost of all current LTI grants differs from the value of the

awards which actually vested. This is because the accounting cost of a grant is determined at the time the grant is made, reflects the uncertainty

around whether the relevant performance criteria will be met, and is spread over the entire performance period of that grant.

CEO remuneration (FY19 and FY18)

Financial year endedSalaryBenefits

At risk pay

TotalSTILTI

30 June 2019$989,200$10,800

23

$450,000Accounting cost of all grants $683,552

24

$2,133,552

Value of awards actually vested$1,379,161

25

$2,829,161

30 June 2018$989,200$10,800

26

$900,000Accounting cost of all grants $683,552

27

$2,583,552

Value of awards actually vested$736,489

28

$2,636,489

23. Motor Vehicle.

24. The accounting cost of the Senior Executive Scheme, the 2017 Grant and the 2018/2019 Grant was spread over a period including FY19.

25. This represents the value of the Senior Executive Scheme shares which are being treated as vesting in FY19, and the value of the 2017 Grant based (on the share price on

9 September 2019, but noting that the shares had not yet been issued on that date). For further information about the Senior Executive Scheme shares, see the Senior

Executive Scheme section.

26. Motor Vehicle.

27. The accounting cost of the Senior Executive Scheme, the 2017 Grant and the 2018/2019 Grant was spread over a period including FY18.

28. This represents the value of the Senior Executive Scheme shares which were treated as vesting in FY18. For further information, see the Senior Executive Scheme section.

Heartland Financial Report 2019

P. 69


DIRECTORS’ DISCLOSURES

Disclosures

Five year summary of total CEO remuneration

Heartland has presented the below summary using only the value of the awards which actually vested during the relevant financial year (which

shows what remuneration was received by the CEO during the relevant financial year), as the accounting treatment of historic schemes is complex

and, in Heartland’s view, of no real significance to current shareholders.

Financial Year ended

Total Remuneration

Paid (including

value of LTI awards

actually vested)

Percentage

STI against

maximum

29

Percentage

LTI against

maximum

30

Span of LTI

performance

period

30 June 2019$2,829,16145%100%FY19

31


100%FY17 – FY19

30 June 2018$2,636,48990%100%FY18

32

30 June 2017$2,736,489100%100%FY17

33

30 June 2016$1,700,000N/AN/AN/A

30 June 2015$2,652,538

34

N/AN/AFY13 – FY15

35

Breakdown of CEO At Risk Pay (FY19)

DescriptionPerformance MeasuresPercentage Achieved

STIUp to 100% of base salary based on the achievement of

financial and non-financial performance expectations

Based on achievement of financial and non-financial

performance expectations.

36

45%

LTIShares received in June 2016 under the now lapsed

Senior Executive Scheme

The Senior Executive Scheme shares were held in escrow

for a service period which expired on 30 June 2019.

100%

2017 GrantContinued employment during, and achievement of TSR

target over, the performance period.

100%

29. Where “N/A”, there were no maximum limits for the relevant period.

30. Where “N/A”, there were no maximum limits for the relevant period.

31. The service period for the Senior Executive Scheme shares which are being treated as vesting in FY19 was FY19. For further information, see the Senior Executive Scheme section.

32. The service period for the Senior Executive Scheme shares which are being treated as vesting in FY18 was FY18. For further information, see the Senior Executive Scheme section.

33. The service period for the Senior Executive Scheme shares which are being treated as vesting in FY17 was FY17. For further information, see the Senior Executive Scheme section.

34. This includes the value of the Cash Scheme ($647,000). It also includes the value of the FY13 Options ($667,809), which has been calculated as if those options were settled on the

final date of the service period (rather than when they were actually exercised).

35. The service period for the Cash Scheme was FY13 – FY15 (though it was settled prior to the end of that service period) and for the FY13 Options was FY13 – FY15.

36. STI payments are entirely discretionary and entitlement is not guaranteed even if measures are achieved.

Heartland Financial Report 2019

P. 70

DIRECTORS’ DISCLOSURES
CEO Grant under Performance Rights Scheme (FY18/FY19)

Type of scheme interestBasis of award

Face value of award and

% of award vesting at

thresholdLength of vesting period

Summary of performance

measures and targets

Performance rights

(2018/2019 Grant).

A number of

performance rights

equal to 200% of 2017

base salary divided by

the Heartland volume

weighted average

share price on the

date of issue.

$2,000,000 face value.

100% vesting on

full achievement of

performance measures

or partial vesting

depending upon

the extent to which

performance measures

were met.

12 September 2017

to the date falling

20 business days

following the date

on which Heartland

announces its full year

results for FY22.

Continued employment

during, and achievement

of certain financial

performance, culture and

conduct, and strategic

objectives during the

vesting period.

Five year summary of Heartland’s TSR performance

0

50

100

150

200

250

300

350

400

June-19Dec-18Jun-18Dec-17Jun-17Dec-16Jun-16Dec-15Jun-15Dec-14Jun-14

Heartland TSR

Heartland TSR: 132%

NZX50 TSR

Share Price / Index Value (Rebased to 100)

NZX50 TSR: 104%

The above five year total shareholder return (TSR) performance graph is provided to aid comparability between Heartland’s performance and the

remuneration information provided in this section. TSR has been calculated as at the end of the five year period, including the benefit of imputation

credits. A comparison is shown against the NZX50 Index which measures the performance of the 50 largest eligible stocks listed on the NZX Main

Board by float-adjusted market capitalisation.

CEO remuneration as a multiple of staff remuneration

The CEO’s salary as a multiple of the staff average is 10.11 times (FY18: 10.5 times), and his total remuneration as a multiple of the staff average is

19.77 times (FY18: 19 times).

Heartland Financial Report 2019

P. 71


Disclosures

EXECUTIVE REMUNERATION

Executive remuneration

The number of employees of Heartland and its subsidiaries (including former employees), other than directors, who received remuneration,

including non-cash benefits, in excess of $100,000 during the year ended 30 June 2019 is set out in the remuneration bands detailed below.

RemunerationNo. of Staff

$100,000 - $109,99913

$110,000 - $119,99915

$120,000 - $129,99917

$130,000 - $139,9998

$140,000 - $149,99915

$150,000 - $159,99914

$160,000 - $169,9995

$170,000 - $179,9992

$180,000 - $189,9995

$190,000 - $199,9993

$200,000 - $209,9992

$220,000 - $229,9992

$230,000 - $239,9991

$240,000 - $249,9992

$250,000 - $259,9991

$270,000 - $279,9992

$280,000 - $289,9991

$290,000 - $299,9991

$300,000 - $309,9992

$360,000 - $369,9991

$380,000 - $389,9992

$400,000 - $409,9991

$410,000 - $419,9993

$450,000 - $459,9991

$490,000 - $499,9991

$640,000 - $649,9991

$950,000 - $959,9991

Grand Total122

Heartland Financial Report 2019

P. 72

DIVERSITY REPORT
Heartland considers diversity, in all its forms, a strength. We are committed to supporting initiatives which foster diversity at all levels of the

organisation to put us in a better position to attract the widest pool of talent, understand and respond to our diverse stakeholder needs, and

provide us with a broad experience base from which to identify new opportunities, solve problems and make the right decisions. By promoting

a culture of inclusion and embracing diversity, we believe our people will be engaged and motivated to create the best outcomes for our

customers and stakeholders.

In order to articulate our commitment to diversity, Heartland has a Diversity and Inclusion Policy. The Diversity and Inclusion Policy is available

on our shareholder website: shareholders.heartland.co.nz

Diversity is the many characteristics that make each of us different, including gender, ethnicity, heritage, sexual orientation, age, religious beliefs

or other ideologies, family status, language, cultural background, and physical and mental disability.

An inclusive workplace is one where all those forms of diversity are valued, respected and leveraged, creating equal opportunities for all employees.

Under this policy, the Board, with the assistance of the Diversity Committee, is responsible for setting measurable objectives and reviewing progress

against them.

In 2018, the Board set the following objectives to measure Heartland’s performance against its Diversity and Inclusion Policy.

a) To improve the inclusiveness of our workplace by increasing cultural awareness and celebrating diversity in all of its forms.

b) To achieve a gender balance at all levels of the organisation as soon as possible.

c) To be recognised as a preferred employer for emerging Māori talent, and thereby create a pathway to being an employer that is welcoming

to all cultures and ethnicities.

d) To create an environment where having English as a second language does not present a hurdle to being employed by, or succeeding at,

Heartland.

The following section reports on the progress, which continues to be made against these objectives during the 2019 financial year.

TO IMPROVE THE INCLUSIVENESS OF OUR WORKPLACE BY INCREASING CULTURAL

AWARENESS AND CELEBRATING DIVERSITY IN ALL OF ITS FORMS.

Heartland has a workforce with diverse ethnicities, heritages, backgrounds, cultures, genders and ages. We are focused on continuing to develop

a culture that embraces and celebrates this diversity and encouraging our people to be authentic and share their thoughts and ideas.

Heartland’s Diversity Committee is a forum for our people to come together and share ideas to measure, celebrate and promote diversity and

inclusion. The Committee arranges events and reports to the Board on diversity related matters, including those in relation to Heartland’s progress

towards achievement of the measurable objectives. Heartland’s CEO is a member of Champions for Change and uses this forum to exchange ideas

with peers on the appropriate ways to increase our diversity and inclusiveness.

This year the Diversity Committee coordinated a number of events to celebrate Christmas, Eid, Diwali, Chinese New Year, Samoan Language Week,

and St Patrick’s Day as well as an International shared lunch to celebrate the diverse cultures of our people. Māori language and culture continues

as a key focus – Matariki was also celebrated, and we took the opportunity to recognise our people and hear their own stories. The Māori language

has taken prominent place in our refreshed Heartland mātāpono (values) and has become used more widely in general communications, proving

valuable in developing new relationships with customers and communities.

A Rainbow Committee has also been formed. The Rainbow Committee aims to make Heartland more inclusive for our Rainbow community

and is working towards achieving the Rainbow Tick. International Women’s Day was celebrated in March this year, where we acknowledged the

importance of gender balance and recognised the women at Heartland. Pink Shirt Day, with its focus on bullying, also saw the launch of our

Prevention of Bullying, Harassment and Discrimination framework. There has been a continued focus on growing the organisational awareness

of diversity and inclusion through communication channels, including environmental spaces and online platforms, which have included regular

news and interest stories.

Employees provide information on a voluntary basis to help us better understand the diverse backgrounds of our workforce. This includes which

ethnicity individuals identify with. The data we collect conforms to the guidelines set by the Champions for Change and in 2019 we provided

a snapshot of this information to the Champions for Change. We have also taken a deeper look at our age profile across the organisation, and it

was revealed that our largest emerging workforce is aged 30 and under, with 37% of our total workforce in this age group.

Diversity report

Heartland Financial Report 2019

P. 73


DIVERSITY REPORT

Disclosures

TO ACHIEVE A GENDER BALANCE AT ALL LEVELS OF THE ORGANISATION AS SOON AS

POSSIBLE.

Heartland continues to identify and address the imbalance of gender at any level where one exists. The following table shows the gender diversity

of directors and employees of Heartland as at 30 June 2019 and 30 June 2018.

 As at 30 June 2019 As at 30 June 2018

PositionsFemaleMale

Gender

DiverseNot StatedTotalFemaleMaleTotal

Board

1

4 (33.33%)7 (58.3%)01 (8.3%)122 (22.2%)7 (78.8%)9

Strategic Management Group5 (62.5%)3 (37.5%)0084 (50.0%)4 (50.0%)8

People in key leadership roles

2

12 (40.00%)18 (60.00%)00305 (29.4%)12 (70.6%)17

All staff226 (50.45%)212 (47.32%)1 (0.22%)9 (2.01%)448191 (51.1%)183 (48.9%)374

1 The Heartland Group Holdings Limited Board was established on 31 October 2018. All comparisons are of the Heartland Bank Limited Board on 30 June 2018 and the combined

Heartland Bank Limited and Heartland Group Holdings Limited boards on 30 June 2019.

2 This group was labelled ‘Senior Leadership Team’ in 2018 report and has since had further inclusions.

This data in this table is inclusive of all employees across Australia and New Zealand (note Australian headcount was not included in 2018 report).

There is a strong pipeline of leadership talent coming through from our younger workforce, with 33% of employees occupying ‘key leadership roles’

aged 35 and under age. In the ‘30 and under’ age group, there is an encouraging gender balance in our younger workforce, with 47% reporting as

male, 51% reporting as female and the remaining employees opting not to state a gender.

To further our commitment in achieving gender balance, we continue our partnership with Global Women. This partnership enables Heartland to

access best practice trends and opportunities and to collaborate with other organisations that are leading diversity and inclusion in New Zealand.

There is a strong commitment from the Board to furthering this objective and the following table summarises the Directors’ participation in

diversity forums and the aims of each of these forums.

DirectorForumAim

Jeff GreensladeChampions for ChangeTo exchange ideas with peers of appropriate ways to improve our diversity

and inclusiveness.

Ellie ComerfordChief Executive WomenTo educate and influence Australian business and government on the

importance of gender balance.

Vanessa StoddartGlobal Women in New Zealand

(member and former Chair)

To access best practice, trends and opportunities to collaborate

with other organisations who are leading diversity and inclusion in

New Zealand.

Geoffrey Ricketts

Bruce Irvine

IOD mentoring for diversityTo promote diversity in its wider sense including ethnicity, age, skills and

experience in addition to gender.

This year, Heartland has undertaken a number of pay parity exercises to identify whether there are any like-for-like, by level or organisation wide

gender pay gaps. We look to sophisticate and formalise the way that we assess pay parity with development of a framework to guide our approach.

We are encouraged by the representation of women in the Strategic Management Group and continue to seek to understand how this will evolve

and how we can maintain a gender balance as our workplace demographic evolves. We have invested in the individual development of female

talent and have also continued with the Kia Eke programme. The Kia Eke programme is a support network and talent development programme

for females at the early stages of their career to support their professional and career development. The programme aims also to build a strong

pipeline of female employees to promote into senior leadership roles.

The Flexible Working Policy remains in place and managers are encouraged to take an open minded approach to requests for flexible working,

reinforcing the benefits to Heartland and its customers by providing flexibility to employees who value it. Whilst we see this as one of the many

ways in which we can attract and retain women in more senior roles in the organisation, the benefits of having a flexible working policy extends

beyond fostering a gender balance – it is also aligned to Heartland’s objective to be a more generally diverse and inclusive workplace. Giving all

employees flexibility enables them to access personal pursuits such as sport, community work, religious celebrations or care for family members.

Heartland Financial Report 2019

P. 74

DIVERSITY REPORT
TO BE RECOGNISED AS A PREFERRED EMPLOYER FOR EMERGING MĀORI TALENT, AND

THEREBY CREATE A PATHWAY TO BEING AN EMPLOYER THAT IS WELCOMING TO ALL

CULTURES AND ETHNICITIES.

To improve our ethnic and cultural diversity we’re starting close to home with New Zealand’s own people: our tangata whenua. Māori have a

unique and significant role in Aotearoa, which Heartland is embracing – we aspire to be an employer of choice for Māori. It is our belief that if we

can enhance our working environment so that Māori language, culture and values are embraced and Māori feel confident to join us and succeed

authentically as Māori, then we will have set a good foundation for being a more welcoming place for people of all cultures and ethnicities.

Initiatives undertaken to further this objective include:

▲continuation of the internship programme for Māori students in partnership with Inzone Education Foundation and select secondary schools

▲forming partnerships with Māori based organisations such as Te Matatini, in which we sponsored the national kapa haka competition; Māori

Translators and the Māori Language Commission

▲continued access for employees to free reo and tikanga Māori lessons which have seen 115 employees participate

▲the creation of Manawa Whenua, an internal support network for Māori employees and allies

▲te reo Māori and tikanga incorporated into formalities and events, including welcoming new employees with a whakatau (informal welcome),

welcoming of guests and cultural practices as part of shared meals

▲increasing the use of bilingualism throughout the organisation and translation of our key webpages into Māori.

In 2019 Heartland sponsored Aotearoa’s national kapa haka competition, Te Matatini, which is central to Māori identity and culture. This is a

significant event and has an estimated 20,000 people attend. Manawa Whenua, our Māori support network, has led new internal initiatives which

created opportunities for our language and culture to be used. The combined increase in capability and opportunity has been a cornerstone for the

visible cultural change regarding Māori in our workplace.

Māori language lessons continue to be popular and we’re making it easier for more people to access these through online learning and video

content. We are also working with Te Taura Whiri i te reo Māori (The Māori Language Commission) to develop a formal language plan.

Māori make up 4% of our Heartland population and with only 2.8% of people in the financial and insurance services sector identifying as Māori

37

,

we are working to create change and make Heartland and the sector more inclusive for Māori. We continue to make progress with our younger

Māori workforce, with 50% of our employees who identify as Māori being aged 30 and under. This can be attributed to the efforts invested in the

Māori internship programme, which has seen seven interns from the most recent cohort progress into formal employment with Heartland. The

programme helps to build a workplace where Māori can see a career pathway and establish their career with cultural integrity.

CREATING AN ENVIRONMENT WHERE HAVING ENGLISH AS A SECOND LANGUAGE DOES

NOT PRESENT A HURDLE TO BEING EMPLOYED BY, OR SUCCEEDING AT, HEARTLAND.

We recognise that given the number of ethnicities and cultures represented at Heartland, some of our employees are not native English speakers.

Furthermore, our diverse customer and broader stakeholder base is comprised of people with a plethora of different native languages. To ensure

that we understand the challenges that people who have English as a second language may face, we asked our employees to identify any real or

perceived barriers to their success at Heartland as a result of them not being native English speakers. The feedback gained from this helped to

inform initiatives around supporting and recognising various languages we have at Heartland. Overall, the feedback demonstrated to us that people

who have English as a second language at Heartland generally feel supported by their teams and colleagues. The introduction of the Prevention

of Bullying, Harassment and Discrimination framework reminded our people of the importance of respecting each other’s differences and offers a

support network in which employees can raise concerns if needed.

We are proud of what we have continued to achieve in 2019 in embracing and promoting the diversity of our people. We are creating a

more welcoming and inclusive workplace where all people are respected and valued. We recognise that all forms of diversity bring different

perspectives and expressions of ideas and opinions within the Board, the senior management team and throughout the organisation, and

contribute to Heartland’s productivity, profitability and connection with our communities and stakeholders.

In the year ahead we will continue to embrace and promote diversity, leverage diversity as a competitive advantage to attract, retain and

motivate the widest possible pool of talent and recognise, understand and value individual contribution and performance across the organisation.

37. Māori Labour Market trends – June 2019. Ministry of Business, Innovation & Employment.

Heartland Financial Report 2019

P. 75


Disclosures

SHAREHOLDER INFORMATION

Shareholder information

SPREAD OF SHARES

Set out below are details of the spread of shareholders of Heartland as at 31 July 2019 (being a date not more than two months prior to the date

of this Annual Report).

Size of holding

Number of

shareholdersTotal shares% of issued shares

1 - 1,000 shares1,165663,0210.12

1,001 - 5,000 shares2,9138,098,9501.42

5,001 - 10,000 shares2,31817,144,7673.01

10,001 - 50,000 shares4,516100,098,37717.58

50,001 - 100,000 shares79554,438,9749.56

100,001 shares and over505388,893,63868.31

TOTAL12,212569,337,727100.00

TWENTY LARGEST SHAREHOLDERS

Set out below are details of the 20 largest shareholders of Heartland as at 31 July 2019 (being a date not more than two months prior to the date

of this Annual Report).

RankShareholderTotal shares% of issued shares

1Harrogate Trustee Limited56,192,3229.87

2FNZ Custodians Limited32,982,1315.79

3Citibank Nominees (NZ) Ltd26,949,2884.73

4Oceania & Eastern Limited13,267,2852.33

5Accident Compensation Corporation11,818,4072.08

6Philip Maurice Carter11,416,6472.01

7Forsyth Barr Custodians Limited9,641,6221.69

8JPMORGAN Chase Bank8,595,3071.51

9Investment Custodial Services Limited7,536,7381.32

10Leveraged Equities Finance Limited7,363,5981.29

11HSBC Nominees (New Zealand) Limited7,178,4741.26

12HSBC Nominees (New Zealand) Limited6,904,2521.21

13Heartland Trust6,475,9761.14

14New Zealand Depository Nominee Limited6,167,3101.08

15Custodial Services Limited5,050,2030.89

16Jarden Custodians Limited4,800,0000.84

17Custodial Services Limited4,447,8670.78

18Pt Booster Investments Nominees Limited3,685,4670.65

19Jeffrey Kenneth Greenslade & Sarah Ormond Greenslade3,421,4430.60

20Cogent Nominees Limited3,303,2180.58

Total237,197,555.0041.65

SUBSTANTIAL PRODUCT HOLDERS

As at 30 June 2019, the following product holders are substantial product holders in Heartland.

NameNumber of sharesClass of shares

Total number of

shares in class

Harrogate Trustee Limited and Gregory Raymond Tomlinson56,192,322Ordinary569,337,727


Heartland Financial Report 2019

P. 76

OTHER INFORMATION
Other information

AUDITOR’S FEES

KPMG has continued to act as auditor of Heartland and its subsidiaries. The amount payable by Heartland and its subsidiaries to KPMG as audit fees

during the year ended 30 June 2019 was $666,000. The amount of fees payable to KPMG for non-audit work during the year ended 30 June 2019

was $52,000. These non-audit fees were primarily for review of regulatory returns, trust deed reporting, registry audits and other agreed upon

procedures engagements.

CREDIT RATING

As at the date of this Annual Report, Heartland has a Fitch Australia Pty Limited long-term credit rating of BBB (outlook stable).

DONATIONS

The total amount of donations made by the Group during the year ended 30 June 2019 was $241.

EXERCISE OF NZX DISCIPLINARY POWERS

NZX Limited did not exercise any of its powers under Listing Rule 9.9.3 in relation to Heartland and its subsidiaries during the year ended

30 June 2019.

NZX WAIVERS

Set out below is a summary of all waivers granted to the Group by NZX, or relied on by the Group, within the 12 month period preceding

30 June 2019.

Corporate Restructure – Offer of New Shares in Heartland Group

Heartland Bank relied on a waiver from Listing Rules 5.1.1 and 5.2.1 on 27 July 2018 and Heartland relied on a waiver from Listing Rules 5.1.1

and 5.2.1 on 16 August 2018 to the extent that those listing rules required the offer of new shares in Heartland Group as part of the corporate

restructure to be made through a Primary Market Participant acting as an Organising Participant. This reasons for granting the waivers included

that the offer of shares in Heartland were being made on a one for one basis to existing Heartland Bank shareholders, no subscription monies

were to be received by Heartland and there was no change in the underlying listed enterprise or those involved in the management or governance

of Heartland.

Corporate Restructure – Directors’ Remuneration Pool

Heartland relied on a waiver from Listing Rule 3.5.1 on 4 October 2018 to the extent that it required the directors’ remuneration pool to be

authorised by an ordinary resolution of Heartland. The reasons for granting the waiver included that the directors’ remuneration pool had already

been approved by shareholders of Heartland Bank under Rule 3.5.1 at its 2016 Annual Meeting and that Heartland Bank shareholders had oversight

of the initial directors’ remuneration pool to be paid to Heartland Group directors through the scheme booklet relating to the restructure.

Heartland Financial Report 2019

P. 77


DIRECTORY

Directory

insight

creative.co.nz

HEART022

DIRECTORS

HEARTLAND GROUP BOARD

Geoff Ricketts

Chair and Independent Non-Executive Director

Jeff Greenslade

Executive Director and CEO

Ellie Comerford

Independent Non-Executive Director

Sir Chris Mace

Independent Non-Executive Director

Greg Tomlinson

Non-Executive Director

HEARTLAND BANK BOARD

Bruce Irvine

Chair and Independent Non-Executive Director

Ellie Comerford

Independent Non-Executive Director

Jeff Greenslade

Executive Director

John Harvey

Independent Non-Executive Director

Kate Morrison

Independent Non-Executive Director

Geoff Ricketts

Independent Non-Executive Director

Vanessa Stoddart

Independent Non-Executive Director

STRATEGIC MANAGEMENT GROUP

Jeff Greenslade

CEO, Heartland Group

Chris Flood

CEO, Heartland Bank

Cherise Barrie

Chief Financial Officer

Laura Byrne

Chief Culture & Communications Officer ( joint)

Grant Kemble

Chief Risk Officer

Rochelle Moloney

Chief Culture & Communications Officer ( joint)

Sarah Smith

Chief Technology 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 Avenue,

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

Heartland Financial Report 2019

P. 78

Disclosures


Financial statements

Mahi

tika

Mahi

tahi

Mahi

toa

Mahi

tipu

---

Notice
of 2019

Annual

Meeting

ANNUAL MEETING 2019

Heartland Group Holdings Limited invites you,

our shareholders, to join us at our annual meeting.

The meeting will take place on Tuesday 12

November 2019 commencing at 10am (NZ time).

It will be held in Christchurch at Chateau on the

Park (DoubleTree by Hilton).

Heartland Group Annual Meeting 2019
Dear

Shareholders,

On behalf of the board, I am pleased to invite you to the 2019 annual meeting of

Heartland Group Holdings Limited (Heartland Group) which is to be held on 12

November 2019 at 10am (New Zealand time) at Chateau on the Park (DoubleTree

by Hilton) in Christchurch.

At this year’s annual meeting, we will be updating you on Heartland Group’s

performance for the 2019 financial year and discussing Heartland Group’s strategy

and plans for future growth.

Jeff Greenslade and I will be retiring and standing for re-election at the annual

meeting. Shareholders will be asked to vote on our re-elections as directors. The

board unanimously supports our re-election. You can read about my background

and Jeff’s background in the explanatory notes to this notice of meeting.

If you are unable to attend the annual meeting, I encourage you to cast a postal

vote or appoint a proxy to attend and vote at the annual meeting on your behalf.

Your personalised voting form accompanies this letter.

For those shareholders who are attending the annual meeting, please bring the

enclosed voting form with you to assist with your registration.

You are invited to join the board and senior management for light refreshments

at the conclusion of the meeting. I look forward to seeing you there.

Yours sincerely


Geoffrey Ricketts

Chair of the board

p. 1

Heartland Group Annual Meeting 2019
Agenda for the

Annual Meeting

A. Chair’s Welcome and Address

B. Chief Executive Officer’s Review

C. Shareholder Discussion

D. Business

To consider, and if thought fit, to pass the following

resolutions:

Resolution 1: Re-election of Jeff Greenslade

That Jeff Greenslade, who retires by rotation and is

eligible for re-election, be re-elected as a director of

Heartland Group.

Resolution 1 is an ordinary resolution, requiring

approval by a majority (being more than 50%) of

the votes of those shareholders entitled to vote and

voting.

Resolution 2: Re-election of Geoffrey Ricketts

That Geoffrey Ricketts, who retires by rotation and is

eligible for re-election, be re-elected as a director of

Heartland Group.

Resolution 2 is an ordinary resolution, requiring

approval by a majority (being more than 50%) of

the votes of those shareholders entitled to vote and

voting.

Resolution 3: Auditor’s remuneration

That the board be authorised to fix the remuneration

of Heartland Group’s auditor, KPMG, for the financial

year ending 30 June 2020.

Resolution 3 is an ordinary resolution, requiring

approval by a majority (being more than 50%) of

the votes of those shareholders entitled to vote and

voting.

A brief description of each resolution is included

in the explanatory notes. The board unanimously

supports each resolution.

On behalf of the board,


Geoffrey Ricketts

Chair of the board

30 September 2019

Explanatory Notes – Resolutions 1 and 2:

Re-election of Jeff Greenslade & Geoffrey Ricketts

Heartland Group’s constitution and the NZX

Listing Rules require each director to retire by

rotation at least every three years. Although the

Heartland Group directors do not need to rotate

this year (given they were only appointed last

year), the board considers it is prudent to start

the rotation this year so that, going forward, two

directors will rotate each year. Accordingly, this

year Jeff Greenslade and Geoffrey Ricketts are

standing for re-election.

Biographies for Jeff Greenslade and Geoffrey

Ricketts are set out on the next page, together

with a list of their current directorships.

Explanatory Notes – Resolution 3:

Auditor’s Remuneration

KPMG will be automatically reappointed as

Heartland Group’s auditor under section 207T of

the Companies Act 1993. It is proposed that the

board be authorised to fix KPMG’s remuneration

for the year ending 30 June 2020 in accordance

with section 207S of the Companies Act 1993.

p. 2

Heartland Group Annual Meeting 2019
Jeff Greenslade

LLB

Heartland Group Executive Director and

Chief Executive Officer

Term of office

Appointed 31 October 2018

Board committees

Member of the Heartland Group Corporate Finance

Committee.

Jeff joined the Heartland Group as Chief Executive

Officer of MARAC Finance Limited (MARAC) in 2009

and successfully guided the merger of Southern

Cross Building Society, CBS Canterbury and MARAC

to become Heartland in 2011.

Together with the board, Jeff has set the strategy

for Heartland focusing on delivery of best or only

products to markets that are under-served by the

other banks using low cost intermediated, direct and

digital channels.

Jeff is a member of Champions for Change, an

organisation facilitating the exchange of ideas with

peers of appropriate ways to improve diversity and

inclusion.

Current directorships

Heartland Group Holdings Limited, Heartland Bank

Limited, Heartland PIE Fund Limited.

Geoffrey Ricketts

CNZM, LLB (Hons), LLD (honoris causa), CFInstD

Heartland Group Chair and

Independent Non-Executive Director

Term of office

Appointed 31 October 2018

Board committees

Chair of the Heartland Group Corporate Governance,

People, Remuneration and Nominations Committee,

Chair of the Heartland Group Corporate Finance

Committee, member of the Heartland Group and

Heartland Bank Audit Committees and member of

the Heartland Group Risk Committee.

Geoff is a company director and investor with wide

experience in the New Zealand and Australian

business environments. He holds a number of

directorships, including Chair of Todd Corporation

Limited, Chair of Suncorp Group (NZ) Limited and

Vero Insurance New Zealand Limited. Geoff chairs

The University of Auckland Foundation and is a

strong supporter of community and philanthropic

activities, particularly in relation to the arts and

education in New Zealand.

Current directorships

Heartland Group Holdings Limited, Heartland

Bank Limited, Quartet Equities Limited, Oceania

and Eastern Holdings Limited (and associated

companies), Suncorp Group Holdings (NZ) Limited

(and associated companies), Vero Insurance New

Zealand Limited (and associated companies),

Asteron Life Limited, JANMAC Capital Limited,

Mercury Pharmacy Holdings Limited (and associated

companies), The Todd Corporation Limited (and

associated companies), Maisemore Enterprises

Limited, NZCEO Finance Limited, New Zealand

Catholic Education Office Limited, The Centre for

Independent Studies Limited.

p. 3

Heartland Group Annual Meeting 2019
Procedural

Notes

Voting

Voting at the meeting will be decided by a poll.

Each shareholder will be entitled to one vote for

every share held as at 5pm (New Zealand time)

on 8 November 2019.

Your right to vote may be exercised by:

– attending the meeting and voting in person;

– submitting a postal vote; or

– appointing a proxy (or representative) to attend

the meeting and vote in your place (Proxy).

If you are attending the meeting, please bring the

enclosed voting form that will act as your admission

card to the meeting.

How to submit a postal vote or appoint a proxy

If you are not able to attend the annual meeting,

but wish to submit a postal vote or appoint a Proxy

to attend the meeting and vote on your behalf, you

can:

– lodge your postal vote or appoint a Proxy online

at https://investorcentre.linkmarketservices.co.nz/

voting/HGH . You will be required to enter your

CSN/Holder Number and Authorisation Code

(FIN). If you do not have a FIN number, please

contact Link Market Services at 09 375 5998 or

enquiries@linkmarketservices.co.nz ; or

– complete and return your voting form in

accordance with the instructions on the voting

form.

Your completed voting form must be received by

Link Market Services, or your postal vote or your

Proxy appointment lodged online, by no later than

10am (New Zealand time) on 8 November 2019.

If you wish, you may appoint the Chair of the

meeting as your proxy. To do so, please write “Chair

of the meeting” in the relevant section. The Chair

will vote according to your instructions. If the Chair

is not instructed how to vote, the Chair will vote as

he or she thinks fit.

Shareholder questions prior to the annual meeting

Shareholders present at the annual meeting will

have the opportunity to ask questions during the

meeting. If you cannot attend the annual meeting

but would like to ask a question, you can submit a

question by emailing shareholders@heartland.co.nz .

Shareholder questions will need to be submitted

by 5 November 2019. Questions should relate to

matters being addressed at the annual meeting.

p. 4

DEANS AVE

HARPER AVE

FENDALTON RD

MATAI ST EAST

DARVEL ST

KILMARNOCK ST

AYR ST

RICCARTON RD

RICCARTON AVE

Christchurch Girls’

High School

Hagley Park

North

Avon River

Ōtākaro

CHATEAU ON

THE PARK

CBD



University

Airport

DEANS AVE
HARPER AVE

FENDALTON RD

MATAI ST EAST

DARVEL ST

KILMARNOCK ST

AYR ST

RICCARTON RD

RICCARTON AVE

Christchurch Girls’

High School

Hagley Park

North

Avon River

Ōtākaro

CHATEAU ON

THE PARK

CBD



University

Airport

Venue and Parking

Information

The meeting is being held in the Great Hall at

Chateau on the Park (DoubleTree by Hilton),

189 Deans Avenue, Riccarton, Christchurch.

Free parking is available via Darvel Street,

Deans Avenue and Kilmarnock Street entrances.

The Great Hall is located on the right from

the hotel foyer via the South Gallery.

---

HEARTLAND GROUP HOLDINGS LIMITED
2019 ANNUAL MEETING

Chateau on the Park (DoubleTree by Hilton) Christchurch.

10.00am Tuesday 12 November 2019







HOW TO LODGE YOUR POSTAL VOTE/PROXY APPOINTMENT:


Online: https://investorcentre.linkmarketservices.co.nz/voting/HGH

Email: meetings@linkmarketservices.co.nz

Mail: Use the enclosed reply paid envelope or send to:

Link Market Services Limited

PO Box 91976, Auckland 1142, New Zealand

Deliver: Link Market Services Limited

Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010

Fax: +64 9 375 5990



Scan this QR Code with your

smartphone and vote online







ADMISSION CARD

If you are attending the meeting, keep this form intact and bring it to the meeting for registration purposes.


If you are not attending the meeting, but wish to make a postal vote or appoint a proxy, you can do so online or by completing and

returning this form to Link Market Services Limited. It must be received by no later than 10am on Friday, 8 November 2019.


SIGNING THIS FORM

If your shares are held by:


(a) an individual, this form must be signed by the individual (or his or her duly authorised attorney);


(b) a company, this form must be signed by a duly authorised signatory of the company (including a director);


(c) a trust, this form should be signed as above by at least one trustee in accordance with the relevant trust deed (in

accordance with (a) or (b) above, as applicable if the trustee is an individual or a company);

(d) a partnership, this form should be signed by at least one partner in accordance with the rules governing the partnership

(in accordance with (a) or (b) above, as applicable if the partner is an individual or a company); or

(e) joint shareholders, this form should be signed by at least one joint shareholder (or as otherwise required by the arrangements

between the joint shareholders) in accordance with the relevant method for that joint shareholder set out above.

If this form is completed by an attorney or representative, a copy of the power of attorney or letter of appointment of representative

(unless previously provided), must accompany this form together with a completed certificate of non-revocation of authority.


POSTAL VOTING

If you are entitled to vote at the meeting, you may cast a postal vote by ticking the Postal Vote box, completing the Resolutions

section and signing and returning this form. Alternatively, you can cast your postal vote online.

If you return a postal vote without indicating how you wish to vote on a resolution, you will be deemed to have abstained from voting on

that resolution. If you lodge a postal vote and also appoint a proxy, your postal vote will take priority over your proxy appointment.


APPOINTING A PROXY

If you are entitled to vote at the meeting, you may appoint a proxy by completing the Appointment of Proxy and Resolutions

sections and signing and returning this form. Alternatively, you can appoint a proxy online. If you return this form without

appointing a proxy, it will be treated as a postal vote.

A Proxy does not have to be a Heartland Group Holdings Limited shareholder. If your Proxy does not attend the meeting, your vote

will not be counted (unless you have cast a postal vote before the meeting).

If you appoint a proxy to vote on your behalf and tick the “Proxy’s Discretion” box for a resolution, or do not direct your proxy

how to vote on a resolution, your proxy will vote as he/she sees fit on that resolution. If you wish, you may appoint the Chair of

the meeting as your proxy. To do so, please write “Chair of the meeting” in the Appointment of Proxy section. The Chair will vote

according to your instructions. If the Chair is not instructed how to vote, he will vote as he thinks fit.

POSTAL VOTE
COMPLETE THIS SECTION IF YOU WILL NOT ATTEND THE MEETING BUT WISH TO CAST A POSTAL VOTE OR DIRECT YOUR PROXY

HOW TO VOTE AT THE MEETING

I/We wish to vote by Postal Vote (please tick the box).


APPOINTMENT OF PROXY

COMPLETE THIS SECTION IF YOU WILL NOT ATTEND THE MEETING BUT WISH TO APPOINT SOMEONE TO ATTEND ON YOUR BEHALF


I/We being a shareholder/s of Heartland Group Holdings Limited hereby appoint:


Full name of


as my/our proxy (or representative, if a body corporate) to attend the meeting on my/our behalf and any adjournment of the meeting

and to vote on my/our behalf at the meeting and any adjournment of the meeting in accordance with my/our directions below.


RESOLUTIONS

Cast a postal vote, or instruct a proxy to vote, by placing a tick in the relevant box.


If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the box “Proxy’s Discretion”.

Proxy’s discretion is not applicable for a postal vote.


For Against Proxy’s Discretion Abstain


SIGNATURE OF SHAREHOLDER(S)


Signature(s) of shareholder(s) Signature(s) of shareholder(s) Signature(s) of shareholder(s)


Date of signing Day time contact phone no.



ELECTRONIC INVESTOR COMMUNICATION

If you received the Notice of Meeting and this form by mail and would like to receive all future shareholder communications

electronically (by email) where possible, please write your email address below

Email

1. That Jeff Greenslade, who retires by rotation and is eligible for re-

election, be re-elected as a director of Heartland Group.


2. That Geoffrey Ricketts, who retires by rotation and is eligible for re-

election, be re-elected as a director of Heartland Group.


3. That the board be authorised to fix the remuneration of

Heartland Group’s auditor, KPMG, for the financial year

ending 30 June 2020.




/ / 2019

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.