Notice of grant of Performance Rights

100518186/9609533.1

Notice of grant of Performance Rights under Heartland’s
Performance rights plan

This notice is given under 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 Unquoted Performance Rights, each
representing an entitlement to
acquire an ordinary share in HGH
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 New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 320,152
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)
18.6% 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)
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,

100518186/9609533.1
2
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.
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 15
December 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.
1,717,909 Performance Rights
issued pursuant to the PR Plan 2023
Tranche

In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolutions dated 15
December 2022, directors’ certificate
dated 15 December 2022 and Listing
Rule 4.6.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
As noted above.
Share Rights are not transferrable
(other than in exceptional
circumstances) and do not entitle the
holder to receive dividends or other
distributions, or vote in respect of
HGH ordinary shares.
Any ordinary shares issued on
vesting of Share Rights will rank
equally with existing ordinary shares.
Date of issue/acquisition/redemption 20 December 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
021 775 859
Contact email address
Phoebe.Gibbons@Heartland.co.nz
Date of release through MAP

21 December 2022