Capital Change Notice – performance rights

Capital Change Notice



Notice of issue of performance rights under Heartland’s performance rights plan
This notice is given under the NZX Listing Rule 3.13.1 and relates to the issuance of performance
rights (Performance Rights) to certain eligible employees of Heartland Group Holdings Limited
(Heartland) pursuant to Heartland’s performance rights plan (PR Plan) in respect of the 2020
financial year (PR Plan 2020 Tranche) and 2021 financial year (PR Plan 2021 Tranche).

• Pursuant to the PR Plan 2020 Tranche, subject to the holder remaining employed by
Heartland, or one of its subsidiaries, until 30 June 2022 and the extent of achievement of
certain financial measures, strategic objectives and culture & conduct objectives by
Heartland over the period between 1 July 2019 and 30 June 2022; and
• pursuant to the PR Plan 2021 Tranche, subject to the holder remaining employed by
Heartland, or one of its subsidiaries, until 30 June 2023 and the extent of achievement of
certain financial measures, strategic objectives and culture & conduct objectives by
Heartland over the period between 1 July 2020 and 30 June 2023,
holders will be entitled to receive one fully paid ordinary share in Heartland for each performance
right held by them. The targets are dynamic and may be adjusted by the Board of Heartland from
time to time where necessary in order to maintain financial soundness and consistency with the
spirit and intent of the PR Plan.

Section 1: Issuer information
Name of issuer Heartland Group Holdings Limited
NZX ticker code HGH
Class of financial product Performance rights which give the
holder options to acquire Heartland
Ordinary Shares pursuant to the
PR Plan
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 6,261,213 performance rights
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the
issue of the performance rights
Amount paid up (if not in full) Not applicable.
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

100% of the total number of
Performance Rights issued
pursuant to the PR Plan 2020
Tranche

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

100% of the Performance Rights
issued pursuant to the PR Plan
2021 Tranche
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
As described above.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of performance rights
pursuant to Heartland PR Plan as
authorised by resolution of
directors dated 18 September
2020
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
918,924 Performance Rights in
respect of the PR Plan 2020
Tranche
5,342,289 Performance Rights in
respect of the PR Plan 2021
Tranche
No Treasury Stock held
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
No
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Directors resolution dated 18
September 2020 and NZX Listing
Rules 4.6.1
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
As noted above.
Date of issue/acquisition/redemption
2
19/10/20
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Michael Drumm, Chief Legal &
Bank Risk Officer
Contact person for this announcement
Michael Drumm, Chief Legal &
Bank Risk Officer
Contact phone number 09 927 9136
Contact email address Michael.Drumm@Heartland.co.nz
Date of release through MAP

20/10/20




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).