Heartland 2022 Annual Shareholder Meeting

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz


NZX/ASX release
8 November 2022


Heartland 2022 Annual Shareholder Meeting

The Annual Shareholder Meeting of Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH)
will be held online today at www.virtualmeeting.co.nz/hgh22, commencing at 2pm (New Zealand
time).

Shareholders joining the online meeting will require their shareholder number for verification
purposes. From the online platform, shareholders will be able to view the presentation, vote and ask
questions during the meeting.

Guidance on meeting participation is included in the Notice of Meeting available at
shareholders.heartland.co.nz. For more information about joining the online meeting, view the
attached Virtual Annual Meeting Online Guide.

Please find attached the following documents relating to the meeting:

1. Annual Meeting Presentation
2. Chairman’s Address
3. CEO’s Address
4. Virtual Annual Meeting Online Guide.

The webcast will be available on Heartland’s website at shareholders.heartland.co.nz, approximately
24 hours after the conclusion of the live event.


– ENDS –


The person(s) who authorised this announcement:
Jeff Greenslade
Chief Executive Officer

Geoff Ricketts
Chair of the Board

For further information, please contact:
Nicola Foley
Group Head of Communications
027 345 6809
nicola.foley@heartland.co.nz
Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland, New Zealand

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Hui Ā-tau
AnnualMeeting
2022

Agenda
1
•Welcome and formalities
•Chair’s address
•Chief Executive Officer’s address
•Shareholder discussion
•Voting and conduct of poll
•Other business

3
Board of directors
Heartland Group board
Geoff Summerhayes
Independent
Non-Executive Director
Gregory Tomlinson
(Deputy Chair)
Non-Executive Director
Geoffrey Ricketts (Chair)
Independent
Non-Executive Director
Ellen Comerford
Independent
Non-Executive Director
Kathryn Mitchell
Independent
Non-Executive Director
Jeff Greenslade
CEO &
Executive Director

4
Board of directors
Heartland Bank board
Edward John Harvey
Independent
Non-Executive Director
Kathryn Mitchell
Non-Independent
Non-Executive Director
Geoffrey Ricketts
Non-Independent
Non-Executive Director
Shelley Ruha
Independent
Non-Executive Director
Bruce Irvine (Chair)
Independent
Non-Executive Director
Jeff Greenslade
Executive Director
Simon Tyler*
Independent
Non-Executive Director
* Effective 8 November 2022, immediately following the 2022 Annual Shareholder Meeting.

Mike Grenfell
Heartland Bank
Chief Operating Officer
Monique Forbes
Group Chief
Marketing Officer
Michael Drumm
Group Chief
Operating Officer
Leanne Lazarus
Heartland Bank CEO
5
Strategic Communication & Execution Committee
Jeff Greenslade
Group CEO
Chris Flood
Deputy Group CEO
Andrew Dixson
Chief Financial Officer
Lana West
Group Chief People
& Culture Officer
Andy Wood
Heartland Bank
Chief Risk Officer
Previously known as the Strategic Management Group.
Doug Snell
StockCo Australia
CEO
Aleisha Langdale
Head of Strategic
Analysis & Execution

Other formalities
6
•Proxies and postal votes received
•Meeting procedures
•Voting procedures and declaration of poll
•Notice of meeting
•Minutes of last Annual Meeting

Voting and asking questions
7
Question boxVoting Card

8
Chair’s address
Geoff Ricketts | Chairman of the board

9
The year in review
Underlying net interest margin of 4.16%,
consistently higher than banking peers.
1
NPAT of $95.1 million.
Underlying NPAT of $96.1 million (up $8.2 million).
Gross finance receivables
up 15.3% to $6.2 billion.
Underlying return on equity
up 59 bps to 12.6%.
1
KPMG FIPS Report June 2022.

10
The year in review continued
Progress made against
sustainability framework.
Acquisition of StockCo
Australia in May 2022.
120% increase in
Heartland Mobile App users.
Ongoing digital developments,
including for Australian Reverse
Mortgage customers.

11
Equity raise
$200 million equity raise $130 million fully underwritten placement.
announced on 23 August 2022Up to $70 million non-underwritten share
purchase plan.
$198.6 million raised$130 million Placement was fully subscribed.
$68.6 million raised through SPP.
Proceeds used to repay A$158 millionRemainder will provide growth capital
acquisition finance facility outstanding for existing businesses in New Zealand
from StockCo Australia. and Australia.

12
Sustainability
Delivered totalshareholder
returnas described on page 12.
Enabled more than 40,000 New
Zealanders and Australians to live
a more comfortable retirement
through a reverse mortgage.
Rainbow Tick achieved in
November 2021.
31% absolute reduction in
Greenhouse Gasemissions
(21% adjusted for COVID-19)
from FY2019 baseline.
Offeredcustomer cost savings
through competitive rates.
Percentage of “new generation”
(electric and hybrid) vehicles
financed increased steadily over
the year and continues to climb
as Heartland’s key partners
increase production of new
generation vehicles.
23% of vehicle fleetreplaced
with hybrid alternatives.
Preparation and contribution to
new climate-related disclosures
in NZ (coming into effect from
FY2024).
Implemented processes and
controls to prevent any connection
to modern day slavery.
One of seven organisationsto
disclose gender, Māori and Pasifika
pay gap measures on launch of
new registry.
Heartland Trust
1
grants totalled
$501,933 to community groups
and organisations.
Environmental Conservation
Social equity
Economic prosperity
Heartland Bank named Canstar’s
2022 Bank of the Year –Savings
(fifth consecutive year).
1
The Heartland Trust is a registered charitable trust which is independent from, but closely supported by Heartland and HeartlandBank.

13
Shareholder return
•Final dividend of 5.5 cents
per share.
•Total dividendfor FY2022
of 11.0 cents per share
•Full year payout ratio of 68%,
consistent with three-year average.
•Five year total shareholder return
(TSR) of 66.9%, compared with the
NZX50 Index TSR of 56.7% in the
same period.
1
3.5
4.5
4.0
5.5
6.5
2.5
7.0
5.5
FY19FY20FY21FY22
Dividend per share (cps)
Interim dividend
1
TSR for the period 19 August 2017 –19 August2022.

14
Outlook
NPAT for FY2023
Heartland expects NPAT for FY2023 to be in the range of
$109m to $114m
•The Board is confident in Heartland’s ability to generate strong growth and
profitability as it continues to deliver against its best or only strategy.
•$9.6 million COVID-19 Overlay taken in FY20 released in full.
•$8.0 million Economic Overlay created to provide more resilience in areas with
larger loan sizes, such as Business Relationship lending and Asset Finance.
Excluding any impact of fair value changes on equity investments
held and the impact of the de-designation of derivatives.

15
CEO’s address
Jeff Greenslade

16
Strategic focus
Four pillars underpin Heartland’s best or only strategy:
1.
Business as
Usual Growth
2.
Frictionless Service
at the Lowest Cost
3.
Expansion in
Australia
4.
Acquisitions

17
Business as Usual Growth
1 All lending portfolio figures are as at 30 June 2022 and exclude FX impact. 2 Previously referred to as Business Intermediated. 3 Business includes floorplan
lending to vehicle retailers and wholesale facilities to other lenders. The portfolio includes what was previously known as Business Relationship.

18
Frictionless Service at the Lowest Cost
Ka whawhaitonumātou.
The path to delivering frictionless service is a
never-ending journey.
•Self-service capability has been delivered, with
more in development.
•Self-service removes telephone wait times and
other forms of customer friction while creating
scale and efficiencies. This flows through to our
cost-to-income (CTI) ratio.
•Underlying CTI ratio reduced to 42.5% in FY22.

19
Expansion in Australia and Acquisitions
•Australian Reverse Mortgages now over A$1 billion.
•The acquisition of StockCo Australia in May 2022 extends Heartland’s best or only
strategy into the livestock finance market.
Challenger Bank
•In October 2022, Heartland entered into an agreement for the acquisition of
established authoriseddeposit-taking institution (ADI), Challenger Bank.
•Operating as a bank in Australia would provide the platform needed to:
−access ongoing funding
−lift Heartland’s margin through lower cost of funds
−extend Heartland’s best or only strategy into a larger market.
•The consideration payable on completion is expected to be A$36 million, subject to
adjustments for net assets delivered at completion. Heartland’s intention is to cover
the costs of the acquisition through existing resources.

20
Closing remarks
He manawa whenua,
he manawa tangata,
Ko Heartland tēnei.
This is our Heartland.

21
Shareholder discussion

22
Voting

23
Other business

Thank you
For further information, please see
shareholders.heartland.co.nz

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Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
2022 Annual Shareholder Meeting:
Chair’s Address

1. Introduction

The financial year ended 30 June 2022 (FY2022) certainly presented its challenges. However, the
Board and I are proud of the way in which Heartland Group Holdings Limited (Heartland) and its
customers have continued to respond to the uncertainties presented to them.

After another year hampered by the ongoing effects of the pandemic, and with increasing challenges
presented by the economic environment, I am pleased to be standing here today confirming yet
another positive financial result for Heartland.

2. The year in review

In FY2022, Heartland achieved a record net profit after tax (NPAT) of $95.1 million. On an underlying
basis, which excludes the impacts of one-offs and the acquisition of StockCo Holdings 2 Pty Ltd and
StockCo Australia Management Pty Limited (together, StockCo Australia), this NPAT was $96.1
million, an increase of $8.2 million over the prior year (FY2021). This is another strong result for
Heartland as it continues to deliver against its best or only strategy.

Heartland grew its gross finance receivables (Receivables)
1
by 15.3% to $6.2 billion during the year
as a result of strong performance from its Rural lending, online Home Loans, Motor and Reverse
Mortgages portfolios.

On an underlying basis, return on equity was up 59 basis points to 12.6%. Further, Heartland’s net
interest margin of 4.16% in FY2022 has been consistently higher than banking peers.
2


During FY2022, Heartland achieved a significant milestone against its strategy for growth in Australia
through the acquisition of StockCo Australia. StockCo Australia specialises in livestock finance for
Australian cattle and sheep farmers, similar to Heartland Bank Limited’s (Heartland Bank’s) Livestock
Finance product in New Zealand.

Proceeds from Heartland’s recent equity raise have been used to repay outstanding debt from the
acquisition and will also support future growth ambitions.

Heartland also recently announced its intention to purchase Australian bank, Challenger Bank
Limited, conditional only on regulatory approvals. Jeff Greenslade will discuss this in more detail.

Heartland continued to advance the digitalisation of its products and platforms. Achievements
included a 120% increase in the number of Heartland Mobile App users in New Zealand, and the
development of a digital platform to allow Australian Reverse Mortgage customers to view their loan
balance and cash review or redraw facilities from their mobile phone, tablet or computer.

Progress has also been made against Heartland’s sustainability framework, which I will discuss
shortly.

1
Receivables include Reverse Mortgages and StockCo Australia.
2
KPMG FIPS Report June 2022.

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
2

3. Equity raise

In order to repay the StockCo Australia acquisition debt funding, and to fund future growth for
Heartland’s existing businesses in New Zealand and Australia, Heartland announced a $200 million
equity raise on 23 August 2022. This was Heartland’s first equity raise since 2017.

The equity raise comprised a $130 million fully underwritten placement (Placement) and a non-
underwritten share purchase plan (SPP) offered to shareholders in New Zealand and Australia to
raise up to $70 million. The SPP included the ability for Heartland to accept oversubscriptions at its
discretion.

Heartland chose this offer structure due to the volatile market conditions, and its objective to
further diversify its share register. A diversified share register would promote increased liquidity on
both the NZX and ASX. This is important in driving long-term value for all shareholders, by attracting
depth of investment and widening demand.

Pleasingly, the $130 million Placement was fully subscribed. The Placement was strongly supported
by shareholders, and attracted significant bids from new institutional and retail investors who we
welcome as shareholders. The SPP had raised a total of $68.6 million from shareholders. Thank you
for your ongoing support and contribution to Heartland’s strategic ambitions.

4. Sustainability

Moving to sustainability, significant progress has been made against each of Heartland’s
sustainability pillars. These are environmental conservation, social equity and economic prosperity.

Heartland is embedding sustainability as a strategic focus throughout the business, ensuring that it is
operating in a way that is sustainable for the planet, customers, communities and shareholders.

Environmental conservation
Heartland’s most recent Greenhouse Gas (GHG) emissions reporting period relates to FY2021.
Pleasingly Heartland achieved a 31% absolute reduction in emissions for this period. 21% of this can
be attributed to new ways of operating, while the remainder is a result of the impact of COVID-19.

Work is underway to ensure Heartland is in a position to report its GHG emissions for the financial
year ending 30 June 2023 (FY2023) as part of its FY2023 financial reporting. From FY2023,
Heartland’s GHG emissions reporting will also include emissions attributed to customer activity
enabled through lending.

The installation of EV charging stations at key office locations has commenced as Heartland
continues to replace its vehicle fleet with hybrid alternatives. Through FY2022 Heartland also saw an
increasing number of electric and hybrid vehicles being financed through its Motor portfolio.

Social equity
Social equity includes ensuring good conduct and culture practices are maintained to drive fair
outcomes for customers, together with fostering a work environment that promotes diversity and
inclusion, and making a positive difference in the community.

In FY2022 Heartland implemented processes and controls to prevent any connection to modern day
slavery, whether through business practices, customer practices, or supply chain connections.

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
3

Heartland remains committed to doing the right thing for its customers, and was pleased to achieve
Consumer Trusted accreditation for its New Zealand Reverse Mortgages for the fifth year in a row.

As part of its commitment to providing fair pay to its people, Heartland introduced pay gap reporting
as part of a reporting register launched in March 2022. Heartland was one of only seven
organisations to disclose its gender, Māori and Pasifika pay gap measures on the first day of the
registry’s launch. There is more to be done to close Heartland’s pay gaps, and work is underway in
this regard.

Heartland Bank was also proud to achieve the Rainbow Tick in line with concerted efforts by its
people to focus on diversity, equity and inclusion.

Heartland has a strong history in New Zealand, dating back to 1875. So, it is our pleasure to be able
to support the communities we operate in, through the Heartland Trust. The Heartland Trust is an
independent registered charitable trust which is closely supported by Heartland and is a holder of
Heartland shares.

During the year, the Heartland Trust made grants totalling more than $500,000 to support our
communities, including in the areas of education, arts and culture, and mental health. The Trust
continued its funding and support of the InZone Education Foundation, Auckland City Mission,
Auckland University’s Kupe Leadership Scholarship, the Auckland Writers Festival, WORD
Christchurch Festival, Lifeline, and a number of high school and club 1st XV rugby teams across the
country.

Economic prosperity
Economic prosperity was delivered though Heartland’s products and ongoing digitalisation efforts.

Heartland Bank was once again named Canstar’s “2022 Bank of the Year – Savings” for the fifth
consecutive year, with awards also given for its Direct Call and Notice Saver accounts.

More than 40,000 New Zealanders and Australians have been able to live a more comfortable
retirement through access to Heartland’s Reverse Mortgages.

Furthermore, over 20,000 Heartland Bank customers are now using the Heartland Mobile App,
which allows Heartland to pass cost savings on to its customers in the form of competitive rates.

For our shareholders, we were pleased to be able to pay a final dividend of 5.5 cents per share,
bringing the total dividend for FY2022 to 11 cents per share. The full year payout ratio of 68% was
consistent with the average over the last three years.

The total shareholder return (TSR) was 66.9% for the five-year period from 19 August 2017 – 19
August 2022. This compares with TSR of 56.7% for the NZX50 in the same period.

5. Outlook

The Board is confident in Heartland’s ability to generate strong growth and profitability as it
continues to deliver against its strategy to provide best or only products through scalable digital
platforms – with further expansion expected in Australia.

While Heartland released its $9.6 million COVID-19 Overlay taken in the financial year ended 30 June

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
4
2020 (FY2020), it was considered prudent to create an Economic Overlay of $8.0 million due to the
uncertainty and economic pressures facing businesses. The Economic Overlay will provide more
resilience in areas such as Business Relationship lending and Asset Finance which have larger loan
sizes.

Noting the ongoing volatility in the market, and the challenges of rapidly rising interest rates,
Heartland affirms its NPAT for FY2023 to be in the range of $109 million to $114 million. This
excludes any impact of fair value changes on equity investments held and the impact of the de-
designation of derivatives.

6. Conclusion

I wish to conclude my address this afternoon by expressing my thanks and gratitude to my fellow
directors for their wise counsel and support.

Thank you to Jeff Greenslade, Chris Flood and the Executive team who continue to provide strong
leadership for Heartland through their diverse set of skills. I would also like to extend a very warm
welcome to Leanne Lazarus who joined the Executive team as Heartland Bank CEO in August 2022.

On behalf of the Board and Executive team, I wish to thank our Heartland employees for their hard
work and resilience which enabled an exceptional result this year.

Last but not least, I would like to thank you, our shareholders and customers, for supporting
Heartland. We appreciate the confidence you place in us and we look forward to continuing the
delivery of strong shareholder returns.

Thank you.


I will now ask Jeff Greenslade to address you.

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Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
2022 Annual Shareholder Meeting:
Group Chief Executive Officer’s Address

1. Introduction

E ngā mana, e ngā reo, e ngā rau rangatira, tēnā koutou katoa.

Greetings to all of you, all voices, all authorities and leaders.

E ngā iwi maha o te motu whānui, kei te mihi, kei te mihi.

To the many iwi across the country, I acknowledge you as tangata whenua.

Ki a koutou katoa kua hui mai nei i tēnei rā, tēnā tātou katoa.

To everyone joining us today, thank you.


To say that these are trying times seems glib when faced both with the flow of negative headlines
and the complexities at work behind them. The post-pandemic world is fraught with “not for a
decade” levels of economic turmoil. Escalating inflation has impacted interest rates and created
uncertainty and volatility. Sovereign debt yields have pushed up, raising the discount on future cash
flows, reducing asset values.

Despite all this, thus far, conditions are not as bad as post Global Financial Crisis (GFC) in 2009-2011.
There is very low unemployment and there has been no liquidity or balance sheet crisis.

However, we do not expect our customers to be immune from the economic pressures and as we
did in the last two years of the pandemic, we will continue to support them.

But above all, as a growth business, we must keep our eyes on the long-term goals, while ensuring
we are able to meet the short-term challenges.

Heartland Group Holdings Limited (Heartland) has a strong pedigree in successfully navigating
uncertainty. Heartland was forged in the aftermath of the GFC. From difficult times, we have learned
lessons.

1. The first is the value of having positions in markets that are either immune to macro-economic
stress or are resilient. The best example of this is Reverse Mortgages where growth in the first
quarter of the financial year ending 30 June 2023 (FY2023) of $44 million (or 24.4% annualised)
was achieved in New Zealand and A$55 million (18.9% annualised) in Australia, while loan to
value ratios remain at conservative levels. We expect resilience in Livestock lending where
demand for protein remains constant despite the conditions. And we hope for good growth
over the financial year. We anticipate some stress on our Motor loans, recalling however, that
during the GFC, Motor loans arrears and losses increased, but were absorbable. And it is
pleasing to see Motor growth is returning to levels pre- changes to the New Zealand Credit
Contracts and Consumer Finance Act 2003 and the Credit Contracts and Consumer Finance
Regulations 2004 (CCCFA), introduced on 1 December 2021.
2. Secondly, it is vital to be agile and adapt. Resisting despair with every negative headline, seeking

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
2
out opportunities in adversity. The recent announcement of our intention to acquire Challenger
Bank Limited (Challenger Bank) occurred at an opportune time for values. The cost of
purchasing a bank in Australia has moved in our favour.

Despite the economic situation, Heartland is positioned for a transformation. We will continue to
challenge operating models, remaining true to our best or only strategy, extracting the benefits of
digitalisation: generating efficiencies and delivering market differentiation. But the game-changer is
the opportunity to purchase a bank in Australia which drives a quantum shift in growth potential.

I will talk to that in a moment, but first I will update the four pillars of our best or only strategy:

1. Business as Usual Growth
2. Frictionless Service at the Lowest Cost
3. Expansion in Australia
4. Acquisitions.

2. Business as Usual Growth

As the Chair outlined, Heartland achieved earnings of $95.1 million in the financial year ended 30
June 2022 (FY2022), being at the top end of the guidance range, based on 15.3% growth in gross
finance receivables (Receivables)
1
, excluding the impact of the StockCo Holdings 2 Pty Ltd and
StockCo Australia Management Pty Limited (together, StockCo Australia) acquisition. This level of
growth further evidences the resilience of Heartland’s market position.

At the same time, Heartland’s portfolio mix has moved towards higher quality assets. This is due to
four factors:

1. higher aggregate growth in Reverse Mortgages and online Home Loans
2. the introduction of lower impairment livestock loans
3. a shift in the Motor book towards higher quality loans, and
4. the run-off of higher risk personal lending.

Reverse Mortgages have consistently performed well and are expected to continue to do so in this
environment where rising costs puts pressure on household budgets. In FY2022, NZ Reverse
Mortgages helped their 20,000th customer and saw a 19.9% increase in Receivables compared with
the financial year ended 30 June 2021 (FY2021). Australian Reverse Mortgages saw a 15.2% increase
in Receivables, and grew market share from 29% to 33%
2
. The potential addressable market for
reverse mortgages in Australia is estimated to be $10-15 billion
3
– demonstrating clear opportunity
for ongoing growth.

In FY2022, Heartland Bank’s Livestock business enjoyed record growth from an increase in
customers and facility utilisation rates reaching an historic high. We expect the global demand for
protein to drive further growth for Livestock in New Zealand and our recently acquired business,
StockCo Australia.

Supply chain disruptions and the unintended effects of the CCCFA changes made in December 2021
caused ebbs and flows in Motor with some normalisation in the last quarter. The portfolio’s 7%

1
Receivables include Reverse Mortgages and StockCo Australia.
2
Based on APRA ADI Property Exposure and Heartland Finance data as at 31 March 2021 and 31 March 2022.
3
According to Deloitte at the 2021 Three Pillars Forum.

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
3
increase in Receivables for FY2022 was not as strong as we would typically expect. However, the last
quarter alone produced almost a doubling in growth on the previous quarter.

Online Home Loans were also affected by the recent CCCFA changes, and more recently by a
slowdown in house sales. However, the refinance market is attractive and a book size in excess of
$400 million by the end of FY2023 is targeted.

A more cautious approach will be taken in personal and small business lending given the current
environment. This may impact on growth and net interest margin but is prudent risk management.

3. Frictionless Service at the Lowest Cost

Ka whawhai tonu mātou.

The path to delivering frictionless service is a never-ending journey.

Technology moves quickly – faster than people – though behaviours are changing, driven by
pandemic necessity. The trend is moving ineluctably towards self-service. This capability via digital
platforms and apps has been delivered across both sides of the Tasman, and more is in
development.

Telephone wait times are constantly rising. Self-service removes this and other forms of customer
friction while creating scale and efficiencies. This flows through to our cost-to-income ratio.

On an underlying basis, the cost to income ratio reduced to 42.5% in FY2022. While this might
wobble in the short-term due to investment, we are committed to reducing this further over the
long-term. Ultimately, a lower cost-to-income ratio allows us to be more competitive.

4. Expansion in Australia and Acquisitions

Expansion in Australia has been exemplified by Reverse Mortgages growth. The loan book was
A$377 million in April 2014 when acquired by Heartland, and is now just over A$1 billion.

The acquisition of StockCo Australia in May this year extended Heartland’s best or only strategy into
the Australian livestock finance market.

In order to realise the full potential of our Australian businesses, we require access to deep and
efficient pools of funding. In August, we announced our intention to establish or acquire an
authorised deposit-taking institution (ADI) licence in Australia. As confirmed recently, we have now
entered into an agreement for the acquisition of Challenger Bank from ASX-listed investment
management firm, Challenger Limited.

Challenger Bank is an established ADI which offers customers a range of savings and lending
products, including government-guaranteed retail term deposits and home loans. It has invested in
systems and, in particular, has a very efficient and scalable deposit platform.

Subject to regulatory approvals and transaction completion, Heartland’s existing businesses in
Australia will be transferred to sit in or under Challenger Bank. This would be Heartland’s vehicle for
growth in Australia.

The consideration payable by Heartland on completion is expected to be A$36 million, subject to

Heartland Group Holdings Limited | 0800 85 20 20 | PO Box 9919, Newmarket, Auckland 1149 | shareholders.heartland.co.nz
4
adjustments for net assets delivered at completion. We intend to cover this cost through existing
resources.

It is important to pause and consider for a moment the opportunity we have of operating as a bank
in Australia. There is not just the potential to lift our margin through lower costs of funds, but
critically, we also have available to us a much larger market to extend our best or only strategy.
Think of the growth we have achieved in New Zealand and then apply that to a market which is
several times larger. In New Zealand, Heartland’s best or only strategy has driven a tripling of our
size in the 10 years since becoming a bank.

5. Conclusion

To conclude, I can confirm that we remain on track to deliver FY2023 net profit after tax within the
guidance range of $109 to $114 million, excluding any impacts of fair value changes on equity
investments held and excluding the impact of the de-designation of derivatives.

Our Heartland employees are crucial to meeting this target and delivering against our strategy. In
what has been a challenging year, I would like to thank our employees for their exceptional efforts
and commitment to our customers.


He manawa whenua, he manawa tangata, Ko Heartland tēnei.

This is our Heartland.

Thank you also to our shareholders.

Tēnā koutou katoa.

Thank you all.

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• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

Link Market Services Virtual Annual General Meeting Online Guide • 3
Navigating
At the bottom of the webpage
under the webcast and
presentation there are three
boxes. Refer to each section
below for operating instructions.
1
Get a voting card
2
Ask a Question
3
Downloads
1. Get a voting card
To register to vote - click on the ‘Get a voting
card’ box at the top of the webpage or below
the videos.

This will bring up a box which looks like this.
If you are an individual or joint Shareholder you will
need to register and provide validation by entering your
details in the top section:
• NZX registered holders: Shareholder number and
authorization code (FIN)
• ASX registered holders: Shareholder number and
postcode
If you are an appointed Proxy, please enter the Proxy
Number issued to you by Link Market Services in the
PROXY DETAILS section. Once you have entered your
appropriate details click the blue ‘SUBMIT DETAILS
AND VOTE’ button.
Once you have registered, your voting card will
appear with all of the resolutions to be voted on by
Shareholders at the Annual General Meeting (as set
out in the Notice of Meeting). You may need to use the
scroll bar on the right hand side of the voting card to
scroll up or down to view all resolutions.
Shareholders and proxies can either submit a Full Vote
or a Partial Vote. You can move between the two tabs
by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of
the voting card.

4 • Link Market Services Virtual Annual General Meeting Online Guide
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are
in the ‘Partial Vote’ tab. You can enter the number of
votes you would like to vote (for any or all) resolution/s.
The total amount of votes that you are entitled to vote
for will be listed under each resolution. When you enter
the number of votes in a certain box it will automatically
tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of
your entitled votes, the un-voted portion will be submitted as No
Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll
down to the bottom of the box and click the blue ‘Cast
Vote’ or ‘Cast Partial Vote’ button.
Note: You are able to close your voting card during
the meeting without submitting your vote at any time
while voting remains open. Any votes you have already
made will be saved for the next time you open up the
voting card. The voting card will appear on the bottom
left corner of the webpage. The message ‘Not yet
submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.
If at any point you have submitted your voting card
and wish to make a change while voting is still open
you can do so by clicking the ‘Edit Card’ button
and making the required change. Once you have
completed your card select the blue ‘Cast Vote’ or
‘Cast Partial Vote’ button.
The voting card remains editable until the voting
is closed at the conclusion of the Annual General
Meeting. Once voting has been closed all voting cards,
submitted and un-submitted, will automatically be
submitted and cannot be changed.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide windows advising the remaining
voting time available to shareholders. Please make any
changes required to your voting cards at this point and
submit your voting cards.
If an additional resolution is proposed during the
meeting, there will be a short delay while the resolution
is added to the voting card. Once the resolution has
been added you will be notified by the Chairman during
the meeting. In order to vote on the extra resolution
you will need to reopen your voting card to cast your
vote by clicking the ‘Edit Card’ button.
Note: Registration for the Annual General Meeting and voting opens
one hour before the meeting begins.
Virtual Annual General Meeting
Online Guide continued

Link Market Services Virtual Annual General Meeting Online Guide • 5
2. How to ask a question
Note: Only shareholders are eligible to ask questions.
You will only be able to ask a question after
you have registered to vote. If you would
like to ask a question, click on the ‘Ask a
Question’ box either at the top or bottom
of the webpage.
The ‘Ask a Question’ box will then pop up with two
sections for completion.
In the ‘Regarding’ section click on the drop down
arrow and select one of the following categories:
• General Business
• Resolution 1
• Resolution 2
• Resolution 3
• Resolution 4
• Resolution 5
• Resolution 6
After you have selected your question category, click in
the ‘Question’ section and type your question.
When you are ready to submit your question - click
the blue ‘Submit Question’ button. This will send the
question to the Management/Board.
Note that not all questions are guaranteed to be
answered during the Annual General Meeting, but we
will do our best to address your concerns.
Once you have asked a question a ‘View Questions’
box will appear.
At any point you can click on ‘View Questions’ and
see all the questions you have submitted. Only you can
see the questions you have asked.
Note: You can submit your questions by this method
one hour before the meeting begins, if you have
registered to vote. You can continue to submit
questions up until the close of voting.
If your question has been answered and you would
like to exercise your right of reply, you can do so by
submitting another question.

3. Downloads
If you would like to see the Notice of Annual
General Meeting or the Annual Report you
can do so here.
A
B
• To download the Notice of Meeting – click A
• To download the Annual Report – click B
When you click on these links the file will open in
another tab in your browser.
Voting closing
Voting will close 5 minutes after the close of
the Annual General Meeting.
At the conclusion of the Annual General Meeting a red
bar with a countdown timer will appear at the top of
the Webcast and Slide screens advising the remaining
voting time. If you have not yet submitted your vote at
this point, you will be required to do so now.
At the close of the meeting any votes you have placed
will automatically be submitted.
Virtual Annual General Meeting
Online Guide continued
1261.0 07/16 ISS1
Contact us
Australia
T +61 2 8280 7100
E info@linkmarketservices.com.au
New Zealand
T +64 9 375 5998
E enquiries@linkmarketservices.co.nz
United Arab Emirates
T +27 72 6299034
E paular@linkmarketservices.co.za