Capital Change Notice

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 2023
financial year (PR Plan 2023 Tranche).

Pursuant to the PR Plan 2023 Tranche, subject (except in limited circumstances) to the holder
remaining employed by Heartland, or one of its subsidiaries, until 30 June 2025, and the extent
of achievement of certain financial measures, strategic objectives and culture & conduct
objectives by Heartland over the period between 1 July 2022 and 30 June 2025 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 and the
terms and conditions of the PR
Plan 2023 Tranche
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,397,757
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)
100% of the total number of
Performance Rights issued
pursuant to the PR Plan 2023
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 20 September
2022
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.
1,397,757 Performance Rights in
respect of the PR Plan 2023
Tranche


In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
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 20
September 2022 and NZX Listing
Rule 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 28 September 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Phoebe Gibbons
Contact person for this announcement Phoebe Gibbons
Contact phone number 021775859
Contact email address Phoebe.Gibbons@Heartland.co.nz
Date of release through MAP

29 September 2022