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HGH Annual Report, and announces change to senior manager

Annual Report29 September 2023HGHFinancials

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info

NZX/ASX release

29 September 2023


Heartland publishes Annual Report and announces change to

senior manager


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

Report for the year ended 30 June 2023 (FY2023).


Heartland is pleased to release its Annual Report for FY2023. The Annual Report is available

electronically from heartlandgroup.info, and will be sent to shareholders if requested. A copy is

attached to this announcement.


Heartland announces new Chief Compliance & Sustainability Officer role

Heartland is also pleased to announce the appointment of Michael Drumm (currently Group Chief

Operating Officer) to the new role of Chief Compliance & Sustainability Officer of Heartland Bank

Limited (Heartland Bank) (NZX: HBL), with effect from 1 October 2023 (subject to Reserve Bank of

New Zealand non-objection). Michael will cease to be a senior manager of Heartland on this date.


In this role, Michael will have responsibility for creating a dedicated regulatory affairs and

compliance function within Heartland Bank, in recognition of the growing size and complexity of

Heartland Bank’s business and the regulatory environment in which it operates. He will also have

responsibility for progressing the various initiatives within Heartland’s sustainability framework –

including embedding the incoming Climate-Related Disclosures regime.


– ENDS –


The person who authorised this announcement:


Leanne Lazarus

Chief Executive Officer, Heartland Bank


For further information and media enquiries, please contact:


Nicola Foley

Group Head of Communications

+64 27 345 6809

nicola.foley@heartland.co.nz

Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland, New Zealand

---

Te Pūrongo ā-Tau
Annual Report 2023

Te Rārangi Upoko
Contents

This Annual Report of Heartland Group Holdings Limited (Heartland) is dated

29 September 2023 and is signed on behalf of the Board of Directors by:

Gregory Tomlinson

Chair and Non-Executive Director

Jeffrey Greenslade

Chief Executive Officer (CEO) and Executive Director

01 Year in review

Remembering Geoff Ricketts

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Chair’s report

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

CEO’s report

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

FY2023 results at a glance

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Becoming a bank in Australia

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Creating efficiency through digitalisation

. . . . . . . . . . . . . . . . . . . . . .18

02 Who we are

Our business

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

Heartland Group Board

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24

Heartland Bank Board

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

Management

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

03 Sustainability

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Environment

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

People

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

Financial wellbeing

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

04 Disclosures

Corporate governance

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50

Directors’ disclosures

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60

Executive remuneration

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68

Shareholder information

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68

Other information

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70

05 Our financial results

Financial commentary

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

Financial statements

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80

Auditor’s report

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154

06 Directory

Directory

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162

01
YEAR IN REVIEW

01 Year in review
2

In March 2023, Heartland was deeply

saddened by the passing of Geoff Ricketts,

an esteemed leader who left behind an

incredible legacy. As a founding Director,

Geoff was pivotal in bringing Heartland

together and guiding the business to

become what it is today.

He Hokinga

Mahara ki a

Geoff Ricketts

Remembering

Geoff Ricketts

3
In a 2019 Heartland-recorded interview, Geoff

described the formation of Heartland with

his business partner Sir Christopher Mace . In

2007, before the global financial crisis (GFC),

they took a shareholding in Southern Cross

Building Society (SCBS) and Geoff soon

became Chair .

“We saw an opportunity to establish a

bank in New Zealand.” While the building

societies had lots of deposits, the banks were

leading the market in forward mortgages.

To establish a bank, they needed to identify

a market in which they could compete for

lending. “So, we looked at other alternatives.”

As the GFC began to hit through 2007,

a majority shareholder in Canterbury

Building Society (CBS) put their shares

(approximately 11%) on the market. These

were purchased by SCBS, creating a

relationship between the South Island and

North Island building societies .

At that time, Jeff Greenslade, now CEO of

Heartland, had become CEO of MARAC

Finance. Geoff took the opportunity to

suggest to Jeff that lending from deposits

would be more sustainable than the

wholesale funding MARAC Finance was

leveraging . In 2011, CBS, SCBS and MARAC

Finance merged to become Heartland New

Zealand Limited (HNZ), and subsequently

acquired PGG Wrightson Finance .

“It was difficult times in the GFC. In many

ways the three parties were a coalition of the

willing because they knew they were stronger

together, and the best chance to get a

banking licence was to put it all together and

create the merger.”

Geoff described the opportunity for Heartland

was to not have a big branch network, to

lend through intermediaries, offer products

through digital platforms, and operate in

markets not serviced by the big banks.

“And it worked.” Heartland listed on the NZX

and became a registered bank in 2012.

Geoff was appointed Chair of Heartland’s

Board in August 2013 and stood down as

Chair on 20 February 2023 due to illness . He

remained a valued Director until his passing

on 10 March 2023 .

In his time as Chair, HNZ evolved to become

the Heartland it is today, now a trans-Tasman,

dual-listed financial services company

providing banking and financial services to

more than 130,000 customers, with a market

cap in excess of $1 billion .

Through his experience as Chair of Lion

Nathan, Geoff was a strong advocate for

Heartland’s expansion into Australia . Since

the 2014 acquisition of its reverse mortgage

business, the Australian market has served

Heartland well and continues to present

significant opportunity for growth.

Geoff’s contribution to Heartland extended

well beyond strategic leadership and

governance of the commercial business .

A strong supporter of community and

philanthropic activities, Geoff also chaired

the Heartland Trust and was passionate

about the opportunity to give back to the

communities in which Heartland operated .

Geoff described Heartland’s future as “strong

and bright”. “We will continue to operate in

the asset space and differentiated markets

from the [major] banks. We will continue to

attract deposits readily... and we’re becoming

a digital bank, which is where the future is.”

Jeff Greenslade, CEO, recalls Geoff’s

commitment to that future . “On multiple

occasions he told me he would remain as

Chair until Heartland’s profit reached $100

million . He very nearly saw that transpire, and

I think he would be proud of the growth we

have achieved.”

Geoff’s legacy and vision for Heartland

continues as a source of influence as the

company embarks on the next phase of its

growth journey . Watch the full interview with

Geoff about the origins of Heartland and his

vision for the future:

The Origins of Heartland,

with Geoff Ricketts

(click or scan the code)

01

02

03

05

06

04

01 Year in review
4

1 All figures in this Annual Report are in NZD unless otherwise stated.

2 All comparative results are based on the audited full year consolidated financial statements of the Group for FY2022.

3 Financial results are presented on a reported and underlying basis. Reported results are prepared in accordance with NZ GAAP and include

the impacts of positive and negative one-offs, which can make it difficult to compare performance. Underlying results (which are non-GAAP

financial information) exclude impacts of certain one-offs. This is intended to allow for easier comparability between periods, and is used

internally by management for this purpose . Refer to ‘

Financial commentary’ on page 72 of this Annual Report for a summary of reported and

underlying results. A detailed reconciliation between reported and underlying financial information, including details about FY2023 one-

offs, is set out on page 42 of Heartland’s FY2023 investor presentation available at heartlandgroup.info . General information about the use

of non-GAAP financial measures is set out on page 4 and 38 of the FY2023 investor presentation.

After the very sad passing of Geoff Ricketts, I am honoured

to chair Heartland’s Board. Heartland’s performance for the

financial year ended 30 June 2023 (FY2023) is one we believe

Geoff would have been proud of.

On behalf of the Board, I am pleased to report that Heartland

and its subsidiaries (the Group) achieved a net profit after

tax (NPAT) of $95.9 million¹ for FY2023. This was an increase

of $0.7 million (0.8%) compared with the financial year ended

30 June 2022 (FY2022)². On an underlying³ basis, FY2023

NPAT was $110.2 million, an increase of $14.1 million (14.6%)

compared with the FY2022 underlying NPAT.

Te pūrongo a te kaiwhakahaere poari

Chair’s report

Greg Tomlinson

Chair and Non-

Executive Director

5
4 Subject to obtaining the requisite regulatory approvals .

5 Subject to Reserve Bank of New Zealand (RBNZ) approval .

Heartland’s underlying results exclude the

impacts of one-off and technical non-cash

items such as fair value changes on equity

investments, and the de-designation of

derivatives . This is intended to allow for easier

comparability between periods as these

items are not considered part of business

as usual activity and therefore are not

representative of Heartland’s core earnings .

Board and management

updates

Sadly, in March 2023 Heartland mourned the

loss of Geoff Ricketts, an exceptional Director

and Chair. Geoff was a strong contributor,

mentor and friend to the Heartland family .

He was a truly remarkable leader, generous

with his time and wisdom, and always leading

from the front. As a founding director, Geoff’s

outstanding commitment to Heartland

enabled the business to become the trans-

Tasman financial services organisation it is

to d ay .

Previously Deputy Chair, I was appointed

Chair by the Board when Geoff stood down as

Chair on 20 February 2023 due to ill health .

On 1 August 2022, Leanne Lazarus joined

Heartland Bank Limited (Heartland Bank) as

CEO . Leanne joined Heartland from her role

as CEO and Executive Director of Westpac

Life Limited, Westpac New Zealand Limited’s

(Westpac NZ) insurance entity . Leanne has

30 years of global experience in banking and

financial services, including having held a

range of executive positions across Westpac

NZ and the ANZ Banking Group.

Leanne’s extensive experience in operations

and technology has already made a positive

contribution to advancing Heartland Bank’s

digitalisation strategy and commitment to

enhancing frictionless service for customers .

Previous Heartland Bank CEO, Chris Flood,

moved to the role of Deputy CEO of Heartland,

taking responsibility for Heartland’s growth

across Australia, applying Heartland Bank’s

successful growth model to Heartland’s

Australian entities . In this position, Chris has

played a key role in the proposed acquisition

of Challenger Bank Limited (Challenger

Bank) in Australia.⁴

During the year, Keira Billot moved from the

role of Chief People & Brand Experience

Officer, Heartland Bank, to the role of General

Manager – Retail & Reverse Mortgages . Lana

West’s role of Group Chief People & Culture

Officer, Heartland, expanded to include

people and culture responsibilities across

the Group . Heartland also recently welcomed

to its management team, Phoebe Gibbons,

General Counsel, Heartland .

I am pleased to announce two new roles:

Chief Performance Officer and Chief

Compliance & Sustainability Officer.

Aleisha Langdale, previously Head of

Strategic Analysis & Execution has been

appointed to the role of Chief Performance

Officer, Heartland. In this role, Aleisha has

responsibility for ensuring Heartland’s

product distribution and features are aligned

to Heartland’s strategic vision across New

Zealand and Australia. This includes ensuring

the effective execution of strategic initiatives

to reduce friction for customers through

automation .

Michael Drumm, currently Group Chief

Operating Officer, Heartland, will be

appointed to the role of Chief Compliance &

Sustainability Officer, Heartland Bank, with

effect from 1 October 2023.⁵ Michael will

have responsibility for creating a dedicated

regulatory affairs and compliance function

within Heartland Bank, in recognition of the

growing size and complexity of Heartland’s

business and the regulatory environment

in which it operates . He will also have

responsibility for progressing the various

initiatives within Heartland’s sustainability

framework – including embedding the

incoming Climate-Related Disclosures

regime .

Sustainability

Heartland’s sustainability strategy continues

to evolve as it matures . Its sustainability

framework is built on three pillars:

environment, people and financial wellbeing.

01

02

03

05

06

04

01 Year in review
6

6 Heartland’s registered charitable trust that is independent from, but closely supported by, Heartland .

Significant progress continued against

each of these pillars in FY2023 . Regarding

environmental sustainability, Heartland

developed an environmental risk screening

tool to understand the sustainability of its

larger business and rural borrowers in the

credit decisioning process, which has now

been embedded into operation with frontline

employees .

Heartland was proud to continue its Manawa

Ako internship programme. Since the

programme began in 2017, more than 110

Māori and Pasifika interns have participated

and provided valuable insight to enable

Heartland to become a welcoming work

environment to all cultures and ethnicities .

Funded through Heartland dividends, the

Heartland Trust⁶, was able to give more than

$710,000 back to the New Zealand community

through various community groups and

organisations in FY2023 .

Meanwhile, Heartland continued to offer

competitive and flexible products to meet

the needs of its customers – including

enabling more than 48,000 New Zealanders

and Australians to live a more comfortable life

by releasing equity from their homes through

a reverse mortgage .

Read more in the

Sustainability section on

page 29 .

Regulatory update

Heartland continues to monitor and prepare

for the significant volume of regulatory

change in New Zealand.

In June 2023, it was announced that the

Commerce Commission (ComCom) would

conduct a market study into any factors that

may affect competition for the supply or

acquisition of personal banking services. A

draft Preliminary Issues Paper for the market

study was published on 10 August 2023 which

sets out the context and proposed focus

areas of the study . It is currently proposed

that the study will focus on deposit accounts

(transaction, savings, and term deposits,

including overdraft facilities) and home loans .

The ComCom is engaging with stakeholders

and conducting information gathering, with

a final report on its findings due 20 August

2024 which will include recommendations

that identify ways to improve competition

in the sector. Heartland Bank welcomes the

opportunity to participate in the market

s t u d y .

The Financial Markets (Conduct of

Institutions) Amendment Act 2022 (Conduct

Act) will come into force on 31 March 2025,

following a transitional period . The Conduct

Act applies to registered banks, licensed

insurers and licensed non-bank deposit

takers. The Conduct Act introduces a new

conduct licensing regime, the requirement

to establish, implement, maintain and

comply with a fair conduct programme, and

the regulation of incentives (including the

prohibition of sales incentives based on

volume or value targets). Heartland Bank is

preparing for licensing and compliance with

the Conduct Act .

The Deposit Takers Act (DT Act) received

royal assent (and became law) on 6 July

2023 . The DT Act strengthens the regulatory

framework for all institutions that take

deposits (including Heartland Bank) and

introduces a new depositor compensation

scheme (DCS), overseen by the RBNZ.

Very little of the DT Act comes into force

immediately, but Heartland Bank has begun

considering the impact of the DT Act on

its operations and is actively participating

in submissions on the DCS and other

regulations, guidance and prudential

standards relating to the DT Act . The DT Act is

expected to be fully in force by around 2028.

Initial changes to the Credit Contracts

and Consumer Finance Act 2003 (CCCFA)

came into force on 1 December 2021, with

additional changes effective 7 July 2022.

Heartland Bank implemented new processes

and technologies to enable it to comply with

these changes . Following the completion of

the New Zealand Government’s investigation

into the impact of the December 2021

7
changes, more amendments to the CCCFA

came into force in May 2023 . Heartland

Bank has further amended its processes to

reflect these most recent amendments. On

8 August 2023, the Government announced

further changes to the CCCFA, including

a wider review of the CCCFA with terms of

reference to be announced in due course .

In July 2021, the New Zealand Government

announced it would implement a legislative

framework for a new consumer data

right (CDR), with a decision announced

in November 2022 to designate banks

into the new regime first. The Ministry of

Business, Innovation and Employment

recently consulted on an exposure draft of

the Customer and Product Data Bill . A CDR

in the banking sector (in other words, ‘open

banking’) would allow customers to consent

to share their banking data with third parties.

Continued preparation is underway to

meet the Climate-Related Disclosures

obligations introduced through the Financial

Sector (Climate-Related Disclosures and

Other Matters) Amendment Act 2021, with

Heartland’s first climate statement required

as part of reporting for the financial year

ending 30 June 2024 (FY2024) .

In Australia, Heartland continues to

monitor changes to Australian regulatory

requirements for its existing businesses, and

is preparing for the acquisition of Challenger

Bank (subject to the requisite regulatory

approvals), which is an Australian Prudential

Regulation Authority (APRA) regulated

authorised deposit-taking institution (ADI) .

Dividend

The Board resolved to pay a fully imputed

final dividend of 6.0 cents per share (cps)

on Wednesday 20 September 2023 to all

shareholders on Heartland’s register at

5.00pm NZST on Wednesday 6 September

2023 . Together with the interim dividend, the

total FY2023 dividend was 11 .5 cps (up 0 .5 cps

on FY2022). This represents a full year payout

ratio of 85% which compares to the average

over the last three years of 76% .

Outlook

The year ahead will be significant for

Heartland as it seeks to complete the

acquisition of Challenger Bank, subject

to regulatory approval, and continues its

commitment to digitalisation and frictionless

service for customers .

FY2023 proved the resilience of Heartland’s

lending portfolio. With significant ambitions

for the year ahead, 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 .

Heartland expects NPAT for FY2024 to be

within the guidance range of $116 million

to $122 million, excluding any impacts of

fair value changes on equity investments

held, the impact of the de-designation

of derivatives, and any costs related to

the acquisition of Challenger Bank, which

remains subject to regulatory approval . As

the acquisition nears completion, guidance

will be updated to reflect the impact of

Challenger Bank becoming part of Heartland.

On behalf of the Board, I would like to take this

opportunity to acknowledge the continued

support of our shareholders. I would also like

to thank Heartland’s management team and

its people for their resilience and customer

commitment through another challenging

y e a r .

Greg Tomlinson

Chair of the Board

01

02

03

05

06

04

01 Year in review
8

1 Receivables include Reverse Mortgages .

2 Excludes the impact of changes in foreign currency exchange (FX) rates .

3 Underlying CTI ratio refers to the CTI ratio calculated using underlying results. When calculated using reported results, the CTI ratio was

44 .9%, up 126 bps compared with FY2022 . For more information, see page 4 of Heartland’s FY2023 full year results investor presentation

available at heartlandgroup.info .

FY2023 was marked with sadness for Heartland as we mourned the loss

of our Chair, Geoff Ricketts, in March 2023. Geoff was a founding director

of Heartland and played a significant role in shaping the organisation we

have become. Geoff’s strategic leadership, governance experience and

wise advice to the Board and management are sorely missed.

E tohua ana te FY2023 hei tau hinapōuri i Heartland i te ngarohanga atu

o tō tātou kaiwhakahaere matua, o Geoff Ricketts, i te Māehe 2023. Ko

Geoff tētahi o ngā toihau nō te tīmatanga o Heartland, ka mutu, i tāpua

tana mahi e hua mai ai te whakahaere e mōhiotia nei e tātou i ēnei rā

nei. E ongeonge katoa ana i a Geoff me tana hautū whai rautaki, i ana

wheako whakahaere, i ana kupu ārahi matatau anō hoki ki te Poari me

ngā kaiwhakahaere.

Te pūrongo a te kaiwhakahaere matua

CEO’s report

Jeff Greenslade

CEO

9
Amidst a challenging economic background

in New Zealand and Australia, Heartland

achieved a pleasing result in FY2023 . The

FY2023 result was driven by growth in gross

finance receivables (Receivables)¹ of 10.1%

($625.5 million)² on FY2022, to reach $6.8

billion . This demonstrated the resilience of our

‘best or only’ product strategy and continued

our track record of strong growth in core

lending portfolios .

Strategic vision

Sustainable growth through differentiation

based on a ‘best or only’ product strategy,

delivered through scalable digital platforms,

continues to be Heartland’s guiding vision .

Since forming, Heartland’s NPAT has more

than tripled, from $23 .6 million at 30 June 2012

to $95 .9 million ($110 .2 million on an underlying

basis) at 30 June 2023 . This momentum

continues, underpinned by three drivers:

1. Business as Usual Growth – a 10 .1%

increase in underlying balance sheet

growth was achieved

2. Frictionless Service at the Lowest Cost

– continued reduction in underlying cost

to income (CTI) ratio, down 53 basis points

(bps) to 42 .0%³

3. Expansion in Australia – signed a share

purchase agreement for the acquisition of

Challenger Bank, conditional on regulatory

approvals .

Business as Usual Growth

Strong growth continued for New Zealand

and Australian Reverse Mortgages, with

compound annual growth rates for the

five-year period from 1 July 2018 to 30 June

2023 of 16.4% and 22.8% respectively.

Conservative loan-to-value ratios (LVRs)

have enabled Reverse Mortgage customers

in both countries to weather the challenging

combination of falling house prices and higher

interest rates over the last year . As at 30

June 2023, the average weighted LVR for New

Zealand and Australian Reverse Mortgages

respectively were 21.3% (up from 18.4% at 30

June 2022) and 21.5% (up from 20.5% at 30

June 2022).

I waenga i te horopaki ōhanga uaua i

Aotearoa me Ahitereiria, i eke a Heartland

ki tētahi taumata waingōhia i te FY2023.

He mea kōkiri ngā hua o te FY2023 nā te

tipuranga o te tapeke o ngā moni kua tau

mai (Receivables)¹, arā, te 10.1% (ko te

$625.5 miriona)² i te FY2022, e eke ai ki te

$6.8 piriona. Nā konei, i whakatinanahia ai te

manawaroa o tā tātou rautaki huataonga o

‘te mea pai katoa, te mea kotahi rānei’, me

te haerenga tonutanga o tō tātou hītori o te

marohi o te tupu i ngā kōpaki moni taurewa

matua .

Te tirohanga ā-rautaki

Ko te tipuranga toitūtanga mā roto i ngā ara

tītore e hāngai ana ki te rautaki huataonga

o ‘te mea pai katoa, te mea kotahi rānei’, i

kōkiritia ai mā roto i ngā pae matihiko e taea

ana te whakawhānui, koia te tirohanga e ārahi

nei i a Heartland .

Nō tōna pūaotanga, kua reatoru te NPAT a

Heartland, i te $23 .6 miriona i te 30 o Hune

2012 ki te $95.9 miriona (ki te $110.2 miriona

nā runga i ngā matapae ā-roto) i te 30 o Hune

2023. E rere pēnei tonu ana, nā runga i te

tūāpapa o ngā kaikōkiri e toru:

1. Te Tipuranga ā-Pakihi o Ia Rā – i 10 .1% te

pikinga o te tapeke pūtea nā runga i ngā

matapae ā-roto

2. Te Ratonga Waku-kore e Māmā ake nei

te Utu – i heke tonu te ōwehenga o ngā

utu ā-roto ki ngā moni whiwhi (CTI), i 53

piro tūāpapa (bps) ki te 42.0%³

3. Te Whakawhānuitanga i Ahitereiria –

he kirimana hoko pānga kua waitohua

mō te hononga o Challenger Bank, ki te

whakaaetia ngā waeture.

Te Tipuranga ā-Pakihi o Ia Rā

I rere tonu taua tipuranga i ngā Reverse

Mortgages i Aotearoa me Ahitereiria, e hua

nei ngā pāpātanga o te huamoni whakaputu

i ngā tau e rima i te 1 o Hūrae 2018 ki te 30 o

Hune 2023, o te 16.4% me te 22.8%. Mā roto i

1 E whai wāhi ana ki ngā moni kua tau mai ngā Reverse Mortgages.

2 Kāore e whai wāhi ana te pānga o ngā panonitanga ki te pāpātanga o te whakawhiti moni rāwaho (FX) .

3 E hāngai ana te ōwehenga CTI ā-roto ki te ōwehenga CTI ka tātaihia mā roto i hua ā-roto. I te tātaihanga nā runga i ngā hua o ngā pūrongo,

ko te 44.9% te ōwehenga CTI, 126 bps te pikinga tērā i te FY2022. E whai pārongo anō ai, tirohia te whārangi 4 o tā Heartland whakapuakanga

FY2023 mō ngā hua o te katoa o te tau e kitea nei i heartlandgroup.info .

01

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01 Year in review
10

4 Based on data from the Motor Industry Association of New Zealand on new and used vehicle sales from motor vehicle dealers.

5 The average CTI ratio of New Zealand’s main domestic non-major banks excluding Heartland (The Co-operative Bank, Kiwibank, SBS and TSB)

was 69.2% for the 12 months to 30 June 2023 (data from the RBNZ Financial Strength Dashboard, valid as at 27 September 2023). The average

CTI ratio of Australia’s major banks (ANZ, CBA, NAB and Westpac) was 45.2% for their most recent respective annual reporting periods.

6 Excluding the impact of changes in FX rates.

Heartland Bank’s Motor Finance book

is sensitive to economic conditions

regarding arrears, but is more correlated

to unemployment with respect to losses .

Consequently, while arrears trended upward

across the year to 3 .95% as at 30 June 2023,

the level of losses remained within cyclical

norms and the portfolio performed as

expected .

Pleasingly, as the New Zealand vehicle market

experienced a 6 .2% decrease in total new

and used car sales in the period⁴, Heartland’s

Motor Finance new business volumes

increased by 11 .6% from FY2022, with overall

growth in FY2023 of 13 .5% due to lower early

repayments than expected .

Market share gains and a shift towards higher

quality loans resulted in net interest margin

(NIM) compression . Heartland’s reduction

in risk appetite for unsecured personal and

unsecured business lending also contributed

to this . Business and Rural Relationship

lending also experienced larger repayments

of higher risk loans. NIM is expected to be

subject to similar conditions including the

potential of increased deposit rates . However,

it is anticipated that NIM will stabilise in the

financial year ending 30 June 2025 (FY2025)

as lower margin loans are repaid and replaced

in Asset Finance and Motor Finance .

Further information about the financial

performance of Heartland’s lending portfolios

and funding activity is set out in ‘

Financial

commentary

’ on page 72 .

Frictionless Service at the

Lowest Cost

Differentiation through digitalisation has been

a key part of Heartland’s strategy for several

years now . The aim is to remove friction

for customers, while creating scale and

efficiencies by reducing the CTI ratio – which

can be used to measure the effectiveness of

digitalisation .

Through technology, Heartland has replicated

the scale of big banks. This is evidenced by

the CTI ratio, which improved by 53 bps on

FY2022 to 42 .0% on an underlying basis³ in

te ōwehenga o te taurewa ki te uara (LVR) e

pai ana, i puta ai ngā ihu o ngā kiritaki e whai

Reverse Mortgages ana i te karapipititanga

o te hekenga o ngā utu o ngā whare, me ngā

pāpātanga huamoni e nui ake ana, tēnā i te

tau kua hori. I te 30 o Hune 2023, ko te 21.3%

(he pikinga i te 18.4% i te 30 o Hune 2022) me

te 21.5% (he pikinga i te 20.5% i te 30 o Hune)

te LVR toharite mō ngā Reverse Mortgages i

Aotearoa me Ahitereiria .

E mārama ana tā Heartland Bank puka mō te

Motor Finance ki ngā āhuatanga o te ōhanga

me ngā utu tōmuri, engari e hāngai kē ana ki

te koremahi mō te taha ki ngā moningaro. Me

te aha, ahakoa i 3.95% te piki haeretanga o

ngā utu tōmuri puta noa i te tau i te 30 o Hune

2023, kāore i tawhiti atu ngā utunga i ngā

hurihanga māori, ka mutu, i eke ngā hua o ngā

kōpaki ki tērā i matapaetia ai.

E waingōhia ana, i tā te mākete waka o

Aotearoa whānui rongo i te 6.2% o te

hekenga o te hoko atu i ngā waka hou me

ngā waka oruoru i taua wā⁴, i 11.6% te pikinga

o te nui o ngā mahi tauhokohoko hou a

Heartland’s Motor Finance i te FY2022, i 13 .5%

ai te tipuranga whānui i te FY2023 nā te iti iho

o ngā utunga tōmua i tēnā i matapaetia ai.

Nā ngā pikinga ki ngā hea o te mākete me

te nekehanga e kounga ake ai ngā moni,

i whakakōpiritia ai te paenga o te tapeke

huamoni (NIM). Ko te hekenga o tō Heartland

taumata o te pai ki te tūraru mō ngā moni

taurewa herekore whaiaro, pakihi hoki

tētahi āhuatanga kua whai wāhi atu ki tēnei.

I nui ake hoki ngā whakahokinga moni mō

ngā moni taurewa o te Business and Rural

Relationship e kaha ake nei te tūraru. E ai

ki ngā matapae, ka pā mai ngā āhuatanga

ōrite ki te NIM tae ana ki te pikinga pea o ngā

pāpātanga kuhumoni. Heoi anō, ko te tikanga

ka tau te puehu ā te remu o FY2024 me te

tau ahumoni ka pau ā te 30 o Hune 2025

(FY2025), nā runga i ngā whakahokinga moni

ki ngā moni taurewa e iti iho nei ngā pae me

te whakakapinga hoki o aua moni taurewa

puta noa i te Asset Finance me te Motor

Finance .

4 E hāngai ana ki ngā raraunga a te Motor Industry Association of New Zealand mō te hokonga atu o ngā waka hou me ngā waka oruoru i ngā
toa hoko waka.

5 I 69.2% te ōwehenga CTI toharite o ngā pēke o Aotearoa ehara i te pēke matua, hāunga rā a Heartland (ko The Co-operative Bank, ko

Kiwibank, ko SBS, ko TSB hoki) mō te 12 marama ā te 31 o Māehe 2023 (nō te RBNZ Financial Strength Dashboard ngā raraunga, i tika i te 31 o

Hūrae 2023). I 45.2% te ōwehenga CTI toharite o ngā pēke matua o Ahitereiria (ko ANZ, ko CBA, ko NAB, ko Westpac hoki) i ā rātou pūrongo

ā-tau nō nā tata nei.

11

FY2023 – much lower than the average CTI

ratio of New Zealand’s main domestic non-

major banks and more comparable to the

average CTI ratio of Australia’s major banks.⁵

Digitalisation of Heartland’s products

and platforms continued through FY2023 .

Achievements included a 65% uplift in

Heartland Bank mobile app users from 1 July

2022, and the rollout of the Heartland Finance

Mobile App to Australian Reverse Mortgage

customers, with good rates of adoption within

a short timeframe (10% of customers had

access within one month) .

Heartland’s ambition now is to achieve an

underlying CTI ratio of less than 35% by the

financial year ending 30 June 2028 (FY2028)

through revenue growth and ongoing

automation and digitalisation .

Read ‘

Creating efficiency through

digitalisation

’ on page 18 for more on

Heartland’s underlying CTI ratio ambition .

Expansion in Australia

FY2023 was StockCo Australia’s first full

year as part of the Group . Macroeconomic

conditions resulted in lower dollars per head

on the balance sheet and a contribution to

FY2023 NPAT below the expected A$10-12

million (before any ongoing cost of acquisition

debt funding). However, the outlook for

FY2024 is positive as global demand for

Australian meat, mainly beef, increases .

Meanwhile, Heartland’s Australian Reverse

Mortgages continued to perform well,

with Receivables up 20.7%⁶ on FY2022.

Heartland has now supported more than

26,000 Australians to live a more comfortable

retirement with its Reverse Mortgages, and

maintained its position as the leading active

provider in Australia .

We remain focused on our ambitions for

growth in Australia through the acquisition

of an ADI . In FY2023, Heartland signed a share

purchase agreement for the acquisition of

Challenger Bank from Challenger Group, and

began engagement with the RBNZ and APRA

on seeking the requisite regulatory approvals

to complete the acquisition .

E takoto ana ētahi pārongo atu anō mō ngā

whakatutukihanga ā-ahumoni a ngā kōpaki

moni taurewa a Heartland me ngā mahi pūtea

ki te

‘He kōrero ahumoni’ i te whārangi 72.

Te Ratonga Waku-kore e Māmā

ake nei te Utu

Mō te hia tau, ko te tītoretanga mā roto i te

whakamatihikotanga tētahi o ngā wāhanga

matua o te rautaki a Heartland. E whai

ana tēnei kia unuhia ngā wakuwakutanga

ki ngā kiritaki, e whakawhānuitia ai ngā

pānga, e whaihua ake ai hoki mā roto i te

whakahekenga o te ōwehenga CTI – e

whakamahia nei hei ine i te whaihua o te

whakamatihikotanga.

Mā roto i te hangarau, Heartland kua toaitia

te whakawhānuitanga a ngā pēke nui. E

taunakitia ana tēnei ki te ōwehenga CTI, i 53

bps te pikinga i tēnā i te FY2022 kia eke ki te

42.0% nā runga i ngā matapae ā-roto³ i te

FY2023 – e tino iti iho nei te ōwehenga CTI

toharite i tēnā o ngā pēke o Aotearoa ehara i

ngā pēke matua, e āhua ōrite nei hoki ki ēnā o

ngā pēke matua o Ahitereiria.⁵

I rere tonu te whakamatihikotanga o

ngā huataonga me ngā pae a Heartland

i te roanga o te FY2023. Ko ētahi o ngā

whakatutukihanga, ko te 65% o te pikinga

o te hunga e whakamahi ana i te Heartland

Bank mobile app mai i te 1 o Hūrae 2022, me

te horahanga o te Heartland Finance Mobile

App ki ngā kiritaki e whai Australian Reverse

Mortgage ana, e pai nei ngā pāpātanga o te

hunga e whakamahi nei i roto i te wā poto (ko

te 10% i whai wāhi atu i roto i tētahi marama).

Ko te wawata o Heartland ināianei,

ko te 35% o te whakahekenga o te

ōwehenga CTI o ngā hua ā-roto ā mua

i te tau ahumoni ka pau ā te 30 o Hune

2028 (FY2028) mā roto i te tipuranga

o ngā moniwhiwhi me te haeretanga

tonutanga o te whakaaunoatanga me te

whakamatihikotanga.

Pānuitia te

‘Huanga mai o te whaihuatanga

mā roto i te whakamatihikotanga’ kei te

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01 Year in review
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As we work through the regulatory approval

process, which is time intensive, our sights

are on the growth opportunities that will be

possible upon completion . You can read more

about the acquisition and our Australian

growth aspirations in ‘

Becoming a bank in

Australia

’ on page 16 .

Looking forward

The focus for the year ahead will be on growth

across Heartland’s core lending portfolios:

Reverse Mortgages, Livestock Finance, Motor

Finance and Asset Finance . As we continue to

pursue our ambition of a reduced underlying

CTI ratio, it is expected that growth will be

assisted by increased digitalisation and

automation .

We expect economic conditions to remain

challenging throughout FY2024, with ongoing

pressure on margins and impairments . In this

environment, Heartland’s risk appetite for

higher yielding segments (such as unsecured

lending) will be reduced . Changes in asset

mix, including the ongoing growth in Reverse

Mortgages and the replacement of lower

margin Asset Finance and Motor Finance, is

anticipated to strengthen credit quality and

profitability prospects for FY2025.

Heartland has more than tripled its NPAT

since 30 June 2012 . Through a continued

focus on the execution of Heartland’s

strategic vision and its underlying CTI ratio

ambition, this remains the ambition .

After another challenging year, our Heartland

people continued to show their resilience

and commitment to our customers and

shareholders. I would like to thank our

Heartland whānau for living our mātāpono

(values) throughout the year, and wish to

thank our shareholders for their continued

support .

Ngā mihi nui,

Jeff Greenslade

CEO

whārangi 18 e rongo kōrero atu anō ai mō te

wawata ōwehenga tūāpapa CTI o Heartland.

Te Whakawhānuitanga i

Ahitereiria

Ko te FY2023 tō StockCo Australia’s tau

tuatahi i roto i te Rōpū. Nā runga i ngā

āhuatanga o te ōhanga whārahi i heke

iho ai ngā tāra i ia tangata i te puka kaute,

i heke ai hoki te NPAT o te FY2023 i tēnā i

matapaetia ai, i te A$10-12 miriona (i mua i

ngā pūtea taurewa e rere tonu ana ka ahu i te

hokotanga). Heoi, e pai ana te tirohanga atu

ki te FY2024 nā runga pikinga o te pīrangi o te

ao ki ngā mīti, ā, ko te nuinga he mīti kau.

Manohi anō, i pai ngā hua o ngā Australian

Reverse Mortgages a Heartland, i 20.7%⁶ ngā

pikinga i ō te FY2022. Ināianei, kua tautoko a

Heartland i te 26,000 kainoho o Ahitereiria

kia hāneanea ake ai te rītaiatanga nā runga

i ana Reverse Mortgages, e toitū tonu

nei tana tūnga hei kaituku moni taurewa

whakaihuwaka i Ahitereiria.

E pūmau tonu ana tō mātou aro ki te pīrangi

kia tipu tonu i roto o Ahitereiria mā roto mai

i te hokotanga o ADI. I te FY2023, i waitohu

a Heartland i te kirimana hoko pānga kia

hokona ai a Challenger Bank i te Challenger

Group, i tīmata ai hoki te toro atu ki te RBNZ

me APRA e kimihia ai ngā whakaaetanga

ā-waeture e tutuki ai te hokotanga.

I a tātou e whai nei i te tukanga waeture, e nui

nei te kaikai i te wā, e ahu ana te titiro ki ngā

ara wātea kia tipu ai ka hua mai ā te taunga

o te hokotanga. Kia pānuitia te roanga ake

o ngā kōrero mō te hokotanga me ō mātou

wawata tipuranga i Ahitereiria, tirohia te

‘Huanga mai hei pēke i Ahitereiria’ kei te

whārangi 16.

Te anga whakamua

Ko te arotahi mō te tau e tū mai nei ko te

tipuranga puta i ngā kōpaki moni taurewa

matua a Heartland: ko ngā Reverse

Mortgages, ko te Livestock Finance, ko te

Motor Finance me te Asset Finance. I a tātou

6 Hāunga rā te pānga o ngā panonitanga ki ngā pāpātanga FX.

13
e whai tonu nei ki te whakaheke i te ōwehenga

CTI ā-roto, e matapaetia ana ka hāpaitia

te tipuranga mā te whakakahatanga o te

whakamatihikotanga me te whakaaunoatanga.

E matapaetia ana ka uaua tonu ngā āhuatanga

ā-ōhanga puta no ai FY2024, ka mau tonu

hoki ngā pēhanga ki ngā pae me te hekenga

wawe o te wāriu. I tēnei taiao, ka noho mū tonu

tō Heartland taumata o te pai ki ngā tūraru

tapahanga huatuku nui (pēnei i ngā moni

taurewa herekore). I tōna tikanga, mā ngā

panonitanga ki ngā hanumi rawa, tae ana ki te

tipu tonutanga i ngā Reverse Mortgages me

te whakakapinga o ngā pae iti iho o te Asset

Finance me Motor Finance, e pakari ake ai te

kounga o te moni taurewa me te whai monihua ā

te FY2025 .

Nā runga i te aro tonu ki te whakatinanatanga

o te tirohanga ā-rautaki, me ōna wawata mō te

ōwehenga CTI ā-roto, kei kō atu i te reatoru ngā

hua o te NPAT i te 30 o Hune 2012, ā, e pēnei tonu

ana te wawata .

I muri iho i tētahi tau wero anō, i whakatinana

tonu ō tātou tāngata i te manawaroa me te ū ki

ā tātou kiritaki me te hunga whaipānga. E mihi

ana ki te whānau o Heartland e whakatinana nei

i ō tātou mātāpono i te roanga o te tau, me ngā

mihi hoki ki te hunga whaipānga e tautoko tonu

mai nei .

Ngā mihi nui, nā

Jeff Greenslade

Te Kaiwhakahaere Matua

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Note: Financial results are presented on a reported and underlying basis. Reported results are prepared in accordance with NZ GAAP and include

the impacts of positive and negative one-offs, which can make it difficult to compare performance. Underlying results (which are non-GAAP

financial information) exclude impacts of certain one-offs. This is intended to allow for easier comparability between periods, and is used

internally by management for this purpose. A detailed reconciliation between reported and underlying financial information, including details

about FY2023 and FY2022 one-offs, is set out in Heartland’s FY2023 full year results investor presentation available at heartlandgroup.info .

General information about the use of non-GAAP financial measures is also available in that presentation.

GROSS FINANCE RECEIVABLES¹

FY23

$

6.8b

FY22


$

6 .2b

Ngā hua whānui o te FY2023

FY2023 results at a glance

NET PROFIT AFTER TAX

FY23

$

95 .9m

FY22


$

9 5 .1m

underlying NPAT $110 .2m

FY22 underlying NPAT $96 .1m

Five-year

CAGR

2


7.3%

Five-year

CAGR

2


10.9%

H2H1

95.1

FY22

47.5

47.6

95.9

FY23

48.7

47.2

72.0

FY20

39.9

32.1

73.6

FY19

33.1

40.5

87.0

FY21

44.1

42.9

FY22

6.2

FY23

6.8

FY20

4.6

FY19

4.4

FY21

5.0

15
FY23 3 . 97

%

FY22

4 .05

%

underlying net interest margin 4 .00%

underlying net interest margin 4 .16%

NET INTEREST MARGIN

Consistently higher than banking peers

4

GROSS FINANCE

RECEIVABLES GROWTH

1

FY23 10 .1

%

FY22³

15 .3

%

RETURN

ON EQUITY

FY23 10 .4

%

FY22

12 .1

%

underlying return on equity 11 .9%

underlying return on equity 12 .6%

COST TO

INCOME RATIO

FY23 44 .9

%

FY22

43 .6

%

underlying cost to income ratio 42 .0%

underlying cost to income ratio 42 .5%

EARNINGS

PER SHARE

FY23 14 .0

cps

FY22

1 6 .1

cps

underlying earnings per share 16 .0cps

underlying earnings per share 16 .3cps

TOTAL DIVIDEND

FOR THE YEAR

FY23 11 . 5

cps

FY22

11 . 0

cps

1 Excludes the impact of changes in FX rates.

2 Compound annual growth rate (CAGR) for the five years to (and inclusive of) FY2023.

3 Excludes the impact of StockCo Australia and changes in FX rates.

4 KPMG FIPS Report June 2023.

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1 Based on APRA ADI Property Exposure and Heartland Finance data as at 30 June 2022 and 30 June 2023 .
16

An established Australian

finance provider

Heartland has always maintained big

aspirations . It began in 2011 through the joining

together of regional New Zealand financial

services businesses – one of which had origins

stretching back to 1875. Through acquisitions

and launching ‘best or only’ products,

Heartland has expanded and established a

track record of strong growth. Since forming in

2011, Heartland’s Receivables and NPAT have

more than tripled from $2,105 .7 million and

$23 .6 million at 30 June 2012 to $6,791 .3 million

and $95 .9 million at 30 June 2023, respectively .

Today, Heartland’s business extends beyond

New Zealand, and is firmly established in

Australia . In 2014 Heartland acquired its

Australian Reverse Mortgage business, now

operating under the brand Heartland Finance .

More recently, Heartland’s Australian Livestock

Finance business was acquired through the

purchase of StockCo Australia at the end of

May 2022 .

Heartland’s Australian Reverse Mortgage

business continues to perform very strongly .

In FY2023, Heartland Finance cemented its

position as the largest active provider of

reverse mortgages, and increased its market

share to 39.9% (up from 34.7%)¹. With the

Australian Government’s Home Equity Access

Scheme and other financial services providers

entering the market, awareness and interest

in reverse mortgages continues to grow .

Heartland is well placed to benefit from these

structural tailwinds .

Meanwhile, StockCo Australia has performed

well in a challenging environment. StockCo

Australia has been operating in Australia since

Te huanga mai hei

pēke i Ahitereiria

Becoming a bank

in Australia

2 Based on balance sheet data from the RBNZ.
17

2014 and is a leading specialist livestock

financier with established direct and

distributor networks. While dollar growth for

StockCo Australia was subdued in FY2023 due

to market price volatilities for livestock and

adverse weather conditions, the business

experienced direct client growth of 11% .

Pleasingly, the volume of livestock financed

(a measure of underlying growth in the

business) increased, with cattle transactions

up 25% from 30 June 2022 .

The outlook for both businesses is positive.

Demand for reverse mortgages continues to

be driven by Australia’s ageing population,

while livestock finance is projected to

experience increased demand as global

consumption of beef, veal and sheep

increases .

Significant potential exists to extend

Heartland’s ‘best or only’ product strategy,

delivered via scalable digital platforms, into

the Australian market. Heartland’s ability

to compete in the New Zealand residential

mortgage market through Online Home

Loans demonstrates the efficiency of digital

platforms . Low-cost online origination is a

major point of competitive differentiation and

is a key component of Heartland’s ‘best or

only’ product strategy .

The areas in focus for expansion in Australia,

subject to completion of the Challenger Bank

acquisition, are motor and truck finance,

where success has been experienced in

New Zealand through Heartland Bank’s

established Motor Finance and Asset Finance

portfolios . In order to expand in the Australian

market, it is vital to have access to well-priced

funding, hence Heartland’s strategic desire to

acquire an ADI in Australia .

Acquiring Challenger Bank

Heartland’s Australian businesses are

currently funded through wholesale facilities .

By acquiring an ADI in Australia, access to a

deeper and more efficient pool of funding

through retail deposits will be available . This

is expected to reduce the need for wholesale

funding and support expansion into new

sectors in Australia . As retail funding is usually

cheaper than wholesale rates, an additional

benefit is the potential for an uplift in margin.

The acquisition of the Heartland Finance

reverse mortgage business in 2014 is a good

example of what is possible . At the time of

purchase, the loan book was approximately

A$377 million . Nine years on, it is just over

A$1.4 billion (as at 30 June 2023), with an

impressive compound annual growth rate of

22.8% for the five-year period from 1 July 2018

to 30 June 2023 .

Challenger Bank is an established ADI and

has recently undertaken a programme of

significant investment to build out its digital

capability. Its current place in the market

as a small, digitally focused bank fits well

with Heartland’s long-term strategy of

digitalisation on both sides of the Tasman .

The acquisition of Challenger Bank remains

subject to regulatory approvals . Part of this

involves determining the most appropriate

group structure to accommodate the

Challenger Bank acquisition. The final

group structure is now expected to include

Heartland Bank acquiring Challenger Bank.

If this occurs, Heartland Banking Group’s

business would be carried out in both New

Zealand and Australia.

Heartland’s future in Australia

Heartland Bank has achieved significant

success in New Zealand since becoming a

registered bank in December 2012. It has been

awarded Canstar New Zealand’s Savings Bank

of the Year for six consecutive years (2018-

2023) and received the award for Outstanding

Value Home Lender in 2023. In the first and

second quarters of FY2023, Heartland Bank

also experienced the highest growth rate

in retail deposits of all main and domestic

banks in New Zealand.² It is this expertise

that Heartland intends to leverage to extend

its ‘best or only’ product offering into new

sectors in Australia .

The opportunity that the Challenger Bank

acquisition presents is considerable . With an

ADI licence, growth will be possible through

various avenues, positioning Heartland well

to provide increased financial services to

markets that are underserved by traditional

financial institutions.

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Te huanga mai o te

whaihuatanga mā roto i

te whakamatihikotanga

Creating efficiency

through digitalisation

19
Frictionless service at the

lowest cost

Consistent with Heartland’s strategy is its

commitment to differentiation. One of the

ways in which Heartland does this is through

providing customers with frictionless service

at the lowest cost . This means delivering

customers with an exceptional user

experience through digital platforms that

are cost-efficient for Heartland to operate.

In many cases, the cost savings can then

be passed on to customers in the form of

attractive savings or lending interest rates.

This is achieved through the ongoing

digitalisation and automation of services,

with a particular focus on Heartland Bank in

New Zealand.

Leanne Lazarus, Heartland Bank

CEO said, “We know customers

would much rather spend their

time on the things they enjoy

than wait in a queue or on

the phone to speak with their

bank. We want to enable our

customers to help themselves

by providing self-service

functionality”.

Using the CTI ratio as a measure of the

efficiency of digitalisation, Heartland has

an ambition to reduce its underlying CTI

ratio to less than 35% by FY2028. In FY2023,

it sat at 42.0%,¹ much lower than the

average CTI ratio of non-major New Zealand

banks and more comparable to the major

Australian banks.² Heartland achieved this

through a commitment to digitalisation and

technology . With several initiatives underway

across Heartland Bank, there are further

improvements that can be made to help

achieve Heartland’s underlying CTI ratio

reduction ambition .

Core banking system upgrade

Heartland Bank’s core banking system

provides the platform for many of the

services received by customers. Upgrading

this system presents an opportunity to more

effectively reduce friction for customers in

the way they interact with Heartland .

The upgrade is a significant programme

of work and investment which has been

underway since the financial year ended

30 June 2021 (FY2021) . It is now nearing

completion and due to go live within this

calendar year . The upgraded platform will

position Heartland for increased scalability in

the future . It will provide a platform on which

to deliver increased levels of automation and

digitalisation, which will allow the following

initiatives to be rolled out – with many more

expected in the years to come .

Ease and convenience

Many of Heartland Bank’s inbound customer

calls relate to basic banking requests, such

as requests for statements or balances . The

process of having to make a call during set

hours to access this information is irksome

for customers .

Heartland is using technology solutions

to enable increased self-service via the

Heartland Mobile App . By digitalising the most

common reasons for customer inbound calls,

Heartland aims to create a more seamless

customer experience . This will allow

customers more ease and convenience in

managing their Heartland Bank loans, savings

and deposits . It also allows Heartland’s

team to focus on more complex customer

requests .

Increased flexibility

Offering customers the flexibility to self-

manage loan repayments enables customers

more control over how they manage their

finances – especially for those who may be

experiencing temporary cashflow challenges.

Increased flexibility will be offered to Motor

Finance customers, including those in

1 Underlying CTI ratio refers to the CTI ratio calculated using underlying results. When calculated using reported results, the CTI ratio was

44 .9%, up 126 bps compared with FY2022 . For more information, see page 4 of Heartland’s FY2023 full year results investor presentation

available at heartlandgroup.info .

2 The average CTI ratio of New Zealand’s main domestic non-major banks excluding Heartland (The Co-operative Bank, Kiwibank, SBS and TSB)

was 69.2% for the 12 months to 30 June 2023 (data from the RBNZ Financial Strength Dashboard, valid as at 27 September 2023). The average

CTI ratio of Australia’s major banks (ANZ, CBA, NAB and Westpac) was 45.2% for their most recent respective annual reporting periods.

01

02

03

05

06

04

01 Year in review
20

arrears, to allow them to self-manage their

loan repayments digitally via the Heartland

Mobile App . Various new features are being

developed specifically to reduce the need

for these customers to have to contact

Heartland Bank to manage repayments.

These features are expected to include

functionality to make short term payment

deferrals, clear arrears, and allow the

customer to update their direct debit

information .

Process automation

Increasing efficiency for Heartland’s

people by automating manual processes

is an important step in Heartland’s overall

digitalisation . One of the behind-the-scenes

changes planned is an upgrade to the

existing back-end technology which will

allow scalable solutions to optimise back-end

processes. By reducing manual effort and

friction for employees, this will also improve

customer experience .

Motor digitalisation

Heartland will continue to roll out

enhancements to digital capabilities across

its Motor Finance white label brands and

dealer partners to offer New Zealanders

faster and easier access to vehicle finance.

Heartland has an ambition to launch seven

branded online origination platforms to dealer

partners by 30 June 2024 .

These online origination platforms are already

in use by several of Heartland’s branded

and dealer partners, and offer customers a

vehicle finance decision in minutes from their

laptop, computer or mobile device .

Customer adoption

All improvements begin by ensuring

customers’ needs are front of mind .

Behaviour change can take time. The service

that Heartland provides cannot be a casualty

of the digitalisation process .

To implement these changes and support

customers’ adaptations to them, Heartland

has developed a specific strategy to drive

awareness and education of features

and encourage customers from reverting

to traditional channels . Along the way,

Heartland will continue to monitor, evaluate

and adapt its approach as customer needs

and adoption to new technologies evolve .

Pleasingly, the use of digital channels

continues to increase . The percentage of

Heartland Bank’s Reverse Mortgage website

visitors who used mobile devices increased

from 51% at 30 June 2022 to 54% at 30

June 2023. This reflects the inroads mobile

phone technology is making with older

demographics and supports Heartland’s

digital distribution strategy and lower cost

servicing .

Achieving an underlying CTI ratio of less than

35% by FY2028 requires change and will take

time . However, with the initiatives underway

to increase self-service, reduce telephony

and increase automation, Heartland is

determined to achieve its underlying CTI ratio

reduction ambition – providing a frictionless

service for customers, at a low cost to the

business .

02
WHO WE ARE

02 Who we are
22

Our people

Our funding

Retail

deposits

$

4 .1b

Securitisation

facilities

$

1 .7 b

Bonds and

notes

$

0 . 5b

Other

borrowings

$

0 . 3b

femalemale

gender

diverse

1

%

47

%

52

%

15 locations

535

employees

13,000+

shareholders

492

New Zealand

43

Australia

customers7. 8

%


Tā mātou pakihi

Our business

23
1 All lending portfolio figures exclude FX impact.

Rural

$

381m

Livestock Finance

$381m

Household

$

1,539m

Reverse Mortgages

$1,539m

Rural

$

701m

Rural

Relationship

$424.4m

Livestock

Finance

$191.2m

Rural

Direct

$84.9m

Business

$

1,373m

Asset

Finance

$682.8m

Motor

Wholesale

$245.2m

O4B

$117.1m

Relationship

$328.5m

Household

$

2,827m

Reverse

Mortgages

$888.6m

Home

Loans

$319.6m

Personal Lending $47.3m

Motor

Finance

$1,571.4m

Total NZ

Receivables

$

4,901m

Total AU

Receivables

$

1,920m

Our lending¹

01

02

03

05

06

04

02 Who we are
24

Te Poari o Heartland Group

Heartland Group Board

As at the date of this Annual Report .

For full profiles, visit heartlandgroup.info

Members from left to

right:

Geoff Summerhayes

Independent

Non-Executive Director

Appointed 1 October 2021

Gregory Tomlinson

Chair and Non-Executive Director

Appointed 31 October 2018

Committee memberships:

Heartland Corporate Governance,

People, Remuneration and

Nominations Committee (Acting

Chair), Heartland Audit and Risk

Committee

Ellen Comerford

Independent

Non-Executive Director

Appointed 31 October 2018

Committee memberships:

Heartland Audit and Risk

Committee (Chair)

Kathryn Mitchell

Independent

Non-Executive Director

Appointed 1 October 2021

Committee memberships:

Heartland Audit and Risk

Committee

Jeff Greenslade

CEO and Executive Director

Appointed 19 July 2018

25
01

02

03

05

06

04

02 Who we are
26

Te Poari o Heartland Bank

Heartland Bank Board

As at the date of this Annual Report .

For full profiles, visit heartlandgroup.info

Edward John Harvey

Independent

Non-Executive Director

Appointed 31 December 2015

Committee memberships:

Heartland Bank Audit

Committee (Chair), Heartland

Bank Risk Committee

Kathryn Mitchell

Non-Independent

Non-Executive Director

Appointed 29 March 2019

Committee memberships:

Heartland Bank Risk

Committee

Shelley Ruha

Independent

Non-Executive Director

Appointed 1 January 2020

Committee memberships:

Heartland Bank Risk

Committee (Chair),

Heartland Bank Audit

Committee

27
Bruce Irvine

Chair and Independent

Non-Executive Director

Appointed 31 December 2015

Committee memberships:

Heartland Bank Audit

Committee,

Heartland Corporate

Governance,

People, Remuneration and

Nominations Committee

Jeff Greenslade

Non-Independent

Non-Executive Director

Appointed 31 December 2015

Simon Tyler

Independent

Non-Executive Director

Appointed 8 November 2022

Committee memberships:

Heartland Bank Audit

Committee,

Heartland Bank Risk

Committee

01

02

03

05

06

04

02 Who we are
28

Jeff Greenslade

CEO,

Heartland Group

Chris Flood

Deputy CEO,

Heartland Group

Leanne Lazarus

CEO,

Heartland Bank

Andrew Dixson

Chief Financial Officer,

Heartland Group

Michael Drumm

Group Chief

Operating Officer,

Heartland Group

Te tira whakahaere

Management

Aleisha Langdale

Chief Performance Officer,

Heartland Group

Phoebe Gibbons

General Counsel,

Heartland Group

Doug Snell

CEO,

StockCo Australia

Lana West

Group Chief People

& Culture Officer,

Heartland Group

Andy Wood

Chief Risk Officer,

Heartland Bank

As at the date of this Annual Report .

For full profiles, visit heartlandgroup.info

03
SUSTAINABILITY

03 Sustainability
30

Heartland is dedicated to

sustainable practices which

minimise its environmental

impact, positively contribute

to its communities and

enhance the lives of its

people and customers.

Heartland’s sustainability strategy is built on the

following three key pillars:

Environment

Support the just

transition to a net-zero

economy .

People

Create a pathway and

place for Heartland’s

people to grow, thrive

and be empowered to

achieve Heartland’s

goals as one team .

Care for the

communities Heartland

operates in .

Care for Heartland’s

customers .

Financial

wellbeing

Support the financial

wellbeing of Heartland’s

customers and

communities .

31
Putting our people and

environment at the heart

of what we do, to build a

sustainable future.


03 Sustainability
32

FY2023 ACHIEVEMENTS

Environmental risk screening

Heartland developed an environmental risk screening tool to be used in the credit decisioning

process to understand the sustainability of its larger business and rural borrowers by reference

to environmental, climate, reputational and regulatory factors (and mitigating actions being

employed by borrowers) . The tool is now in operation with frontline employees and enables a rating

to be provided for each of those factors, which is then considered in the initial credit decisioning

process, and as part of the ongoing credit review process .

Understanding emissions exposure

Heartland undertook Australian and New Zealand Standard Industrial Classification (ANZSIC)

code analysis to understand its exposures to customers in high energy use, fossil fuel and

extractive industries¹ which are subject to a heightened degree of transitional risk as a result of

climate factors .

That analysis disclosed that Heartland has a low exposure to customers in those industries .

FY2024 TARGETS

Implementation of a climate risk tool

Heartland intends to implement a climate risk tool to enable it to assess the potential climate

related risks and natural hazards associated with residential property in New Zealand and

Australia . Once implemented, Heartland will use this tool as part of its credit decisioning process

for reverse and standard residential mortgages in both New Zealand and Australia, and to monitor

the climate related risk status of those portfolios over time.

Calculating financed emissions

In FY2023, Heartland developed its methodology for calculating the financed emissions

attributable to its Motor Finance portfolio. Heartland is currently implementing tools to enable it to

more accurately calculate financed emissions attributable to its Reverse Mortgages, Online Home

Loans, Business and Rural portfolios in New Zealand and Australia.

Once these tools are implemented, Heartland intends to set risk appetite metrics and targets for

climate related risk in all of its lending portfolios.

Climate related risk analysis

Heartland is currently undertaking scenario analysis to better understand the resilience of its

business strategy in light of possible climate related risks.

Establish a Sustainability Committee

Heartland’s Board expects to shortly establish a Sustainability Committee to oversee Heartland’s

sustainability strategy and implementation plans .

Te taiao

Environment

How: Build the capability to appropriately take climate change risks into consideration

when making lending decisions.

Heartland’s commitment: Support the just transition to a net-zero economy .

1 Those industries are high energy use industries (heavy manufacturing and metal forging and smelting) and fossil fuels and extractive

industries (lime quarrying, fuel retailing, coal mining blasting, oil and gas extraction and ore mining) .

33
FY2023 ACHIEVEMENTS

Funding new generation vehicles

Heartland more than doubled the proportion of new generation vehicles funded through its

Motor Finance portfolio in FY2023 .

Of all vehicles funded in FY2023, more than 10% were new generation vehicles, compared with 5%

in FY2022 . The target for FY2023 was 15% . Heartland was well positioned to meet that target in

the first half of FY2023, however supply chain issues meant fewer new generation vehicles were

available in the second half of FY2023 .

iOwn GFV product launched

Heartland launched an “iOwn” guaranteed future value (GFV) product across the Peugeot,

Citroen and Opel range of vehicles, which includes a range of new generation vehicles .

This product enables a borrower to purchase a new generation vehicle with ease through lower

weekly repayments with no deposit and a minimum GFV (de-risking new generation vehicle

ownership) .

Phasing out diesel passenger vehicle lending

Heartland is phasing out lending on diesel passenger vehicles .

FY2024 TARGETS

Increase lending to new generation vehicle

Heartland intends to increase the proportion of new generation vehicles financed through its

Motor Finance portfolio .

Identifying climate related opportunities

Heartland is currently undertaking scenario analysis to better understand the strengthened

resilience of its business strategy in light of climate related risks, and also in light of climate

related opportunities . This exercise will help inform further sustainable lending initiatives .

Baseline carbon footprint analysis for Australian Livestock Finance

Heartland is working with a third party to enable its Australian Livestock Finance clients to

understand their baseline carbon footprint . In addition to helping to educate its customers

on sustainability issues, Heartland’s intention is to use that tool to develop a livestock lending

product in Australia which rewards borrowers for undertaking environmentally friendly pastoral

practices which reduce their carbon footprint .

Funding low emission assets

Heartland is committed to funding low emission assets in the Asset Finance area (i.e. new

generation trucks and yellow goods). This has led to engagement with vendor partners whose

sustainability initiatives fit well with Heartland’s. Demand for these assets is already ahead

of their development, requiring further trial runs for suitability in New Zealand. Heartland has

partnered with two national distributors of new generation trucks and yellow goods, and will

continue to expand its footprint regarding green asset funding as new electric technology enters

the market.

How: Fund Heartland’s borrowers’ transition to a net-zero economy .

01

02

03

05

06

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03 Sustainability
34

Heartland more

than doubled

the proportion of

new generation

vehicles funded

through its Motor

Finance portfolio

in FY2023.

35
FY2023 ACHIEVEMENTS

Significant reduction in GHG emissions

Heartland’s unaudited operational greenhouse gas (GHG) emissions for FY2023 saw a 17%

reduction on the FY2019 base year . This comprised strong reductions in Scope 1 and Scope 2

emissions, but an increase in travel-related emissions as a result of business travel requirements

between New Zealand and Australia.

Heartland’s Green Team

Heartland’s Green Team is a committee of environmentally conscious employees who have

organised various environmental initiatives across FY2023 to educate and promote good

sustainability practice . This has included an environmental themed quiz night promoting Earth

Week, a volunteer day planting trees at the Whau River Trust in West Auckland, organising an

audit of waste generated at Heartland’s Auckland offices (and raising awareness of ways to

reduce that waste) and arranging the installation of LED lighting at Heartland’s Auckland offices.

FY2024 TARGETS

Replace remaining vehicle fleet

Heartland intends to replace its remaining New Zealand fleet with new generation vehicles in

FY2024 .

Set long-term GHG targets

Heartland intends to set a long-term GHG emission reduction target and plan, including Scope 3

financed emissions.

Engagement with Rural borrowers

Heartland is surveying its New Zealand Rural borrowers to understand their emissions profiles

and environmental sustainability practices, in order to better target sustainability offerings to

those customers .

How: Embed sustainability into what Heartland does .

01

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03 Sustainability
36

Manawa Ako

Māori and Pasifika communities are under-represented in the banking industry in New

Zealand. Manawa Ako is Heartland’s internship programme which has been specifically

created for Māori and Pasifika rangatahi (youth). Heartland’s Manawa Ako programme

provides opportunities for participants to learn, lead and succeed in a corporate

environment, and gain a greater understanding of working in the financial sector. The

programme is based on the Māori concept of “ako”, which means to learn and to teach.

As such, Heartland also gains from the cultural perspectives the interns bring to the

workplace from their close connection to their identity.

• Māori and Pasifika people represent approximately 2% of employees in the banking

industry in New Zealand, however represent 7% of Heartland’s employees. Manawa

Ako has helped Heartland to access a significant pool of talent which was previously

unavailable to it .

• More than 110 rangatahi have participated in the programme since inception

in 2017 .

• 25 interns were welcomed in FY2023 .

• Over the last six years, many interns have continued on to permanent or fixed term

employment after their internship. At 30 June 2023, eight former Manawa Ako interns

were employed by Heartland .

• Along with the value that the participants gain through this programme, Heartland’s

tuakana (buddies) also derive the benefit of the experience of mentoring these young

people during the programme .

FY2023 ACHIEVEMENTS

FY2024 TARGETS

Extend community engagement

In FY2024, Heartland intends to engage an even wider network of community groups to seek

expressions of interest for the Manawa Ako programme, including reaching out to more iwi and

additional schools in Auckland.

Ngā tāngata

People

How: To be a workplace where Māori can succeed as Māori and create a pathway to being

an employer that is welcoming to all cultures and ethnicities .

Heartland’s commitment: Create a pathway and place for Heartland’s people to grow,

thrive and be empowered to achieve Heartland’s goals as one team .

37
FY2023 ACHIEVEMENTS

Investing in emerging talent

Heartland invests in attracting and developing talent with a particular focus on the younger

demographic . This is important given that 49% of Heartland’s people are under 35 years old .

Rangatahi (Youth) Advisory Board


This Board is made up of a select group of employees aged 35 and under from across

Heartland . It provides an opportunity for rangatahi at Heartland to learn, develop and be

exposed to executives and directors, and likewise for executives and directors to obtain

the insights of Heartland’s younger people. In FY2023, the Board had 10 members (5 male,

5 female) from across Heartland . The Board focused on strategic projects including social

sustainability, employee wellbeing, digital strategy and financial literacy for young people,

with recommendations presented to the executive team and considered for implementation .

Rotary Young-Person Leadership Awards (RYLA) youth programme


RYLA is a leadership development programme for 20-28-year olds, hosted and sponsored

by New Zealand Rotary Clubs. The week-long, live-in programme involves presentations,

workshops and activities designed to help young people develop their teamwork and

communication skills, and fulfil their potential as leaders. Heartland nominates and pays for

selected Heartland employees to participate in the programme . Five Heartland employees

participated in FY2023 .

Maintained Living Wage accreditation

Heartland has been an accredited Living Wage employer since 2020 and maintained this

accreditation in FY2023. The Living Wage is calculated by the New Zealand Family Centre Social

Policy Unit (as an independent party) and is considered the minimum rate for an employee to be able

to earn enough money to live with dignity .

Recognising those who live our mātāpono (values)

Each quarter, through its Mātāpono Awards, Heartland recognises its people who consistently

demonstrate Heartland’s mātāpono. Since 2019, more than 65 people from teams in New Zealand

and Australia have received a Mātāpono Award.

FY2024 TARGETS

Seek employee insight

Heartland intends to seek insight from its people on how it can become a more recognisable and

desirable employer .

Continue to offer successful initiatives

Heartland intends to continue offering the initiatives it had success with in FY2023, including:

• offering positions for young people who aspire to leadership to participate in the RYLA programme

• facilitating the Rangatahi Advisory Board programme

• continuing to grant Mātāpono Awards (and ensuring that awards recognise employees who

are non-leaders and in more junior positions, while seeking to achieve gender balance in award

nominations and recipients) .

How: Establish Heartland as a recognisable and desirable employer of choice to attract,

develop and enable exceptional talent .

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03 Sustainability
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FY2023 ACHIEVEMENTS

Pay gap reporting²

FY2023 was Heartland’s second year of reporting pay gap information for gender, Māori and

Pasifika. As a median comparison, change for this measure takes time. Heartland remains

committed to ensuring it monitors recruitment, pay levels and remuneration to ensure it is fair,

and unconscious bias is checked. We will continue to report on these metrics annually.

Gap between median pay of men and women across all NZ roles: 28%

Gap between median pay of non-Māori and Māori across all NZ roles: 28%

Gap between median pay of non-Pasifika and Pasifika across all NZ roles: 27%

Maintained gender balance across the organisation

Heartland’s gender split of 52% female and male 47% remains reflective of New Zealand

and Australia’s total population by gender respectively. At all levels, females reflect 30%+ in

Heartland’s leadership groupings. While this is not insignificant, Heartland remains focused on

consciously supporting women in leadership through the RYLA programme, Kia Eke (see below)

and ensuring gender balance in opportunities such as Rangatahi Advisory Board participation,

employee group involvement, and in striving to ensure gender balance in recruitment .

The table below shows the gender diversity of directors and employees of Heartland in New

Zealand and Australia.

As at 30 June 2023As at 30 June 2022

Positions FemaleMale

Gender

Diverse

Not

Stated

TotalFemaleMale

Not

Stated

Total

Board -

Heartland

Group

Holdings

2 (40%) 3 (60%) 0 0 5 2 (33%) 4 (67%) 0 6

Board -

Heartland

Bank

2 (33%) 4 (67%) 0 0 6 2 (33%) 4 (67%) 0 6

Management 3 (30%) 7 (70%) 0 0 10 3 (30%) 7 (70%) 0 10

All People

Leaders (excl

Management)

48 (46%) 56 (54%) 0 0 104 47 (44%) 60 (56%) 0 107

All staff


(excl Board)

279 (52%)251 (47%) 3 (0.6%) 2 (0.4%) 535 284 (51%) 266 (48%) 3 (0.5%) 553

Kia Eke employee group

In FY2023, Heartland reinvigorated Kia Eke, an employee-led group that focuses on supporting

women in leadership and creating greater gender balance within the senior leadership group and

more broadly within Heartland .

How: Create an inclusive, engaging environment for employees where gender balance

and diverse ethnic representation is achieved at all levels of the organisation, leading to

exceptional experiences for Heartland’s people and customers .

2 Heartland’s pay gap reporting includes pay for all New Zealand employees, including base pay and discretionary payments.

39
FY2023 ACHIEVEMENTS (CONT)

Growing Families employee group

Growing Families is one of Heartland’s newest employee groups which works in collaboration with

Kia Eke to look at ways to support employees while they manage family commitments – whether

they are first time parents, providing elder care, or supporting their community.

Received Rainbow Tick reaccreditation

Heartland received Rainbow Tick accreditation in November 2021 and was reassessed for

reaccreditation in FY2023. The three key standards measured were leadership, organisational

development and external engagement .

Creation of Accessibility employee group

Heartland’s Accessibility employee group was formed to champion accessibility within Heartland,

with the goal of achieving the NZ Accessibility Tick.

Heartland’s Head of People & Culture participated in a panel discussion to shine a light on

accessibility for deaf or hard of hearing employees and customers. Panellists talked about how

their organisations are leading the way in accessibility and making accessibility a priority.

Hearing Accredited Workplace

In FY2023, Heartland was pleased to maintain its status as a Hearing Accredited Workplace

through the National Foundation for Deaf and Hard of Hearing .

The Accessibility employee group has taken ownership of ensuring Heartland’s workplace is

accessible, and its Hearing Accreditation is maintained .


FY2024 TARGETS

Reduce pay gaps

Heartland intends to progress towards further reducing gender and ethnicity pay gaps .

Remuneration and recruitment are key to this work, including ensuring remuneration is aligned

to the role and the person’s skills and experience. A gender review is completed for end of year

remuneration reviews and external benchmarking provides remuneration guidance to negate the

potential for unconscious bias .

Increase gender balance

Heartland intends to continue to focus on achieving gender balance in all levels at Heartland,

including by leveraging its Growing Families and Kia Eke employee groups.

Improve accessibility

Heartland is researching Australian-based organisations which work in accessibility, to improve

accessibility across both sides of the Tasman .

01

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05

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03 Sustainability
40

FY2023 ACHIEVEMENTS

More than $710,000 funded through the Heartland Trust

The Heartland Trust is Heartland’s registered charitable trust that is independent from, but

closely supported by, Heartland . The Heartland Trust provides grants and donations to various

community groups and organisations across New Zealand in the areas of education and learning,

the arts and wellbeing, with a focus on enhancing outcomes of youth . Grants are funded through

dividends paid on Heartland shares held by the Heartland Trust .

Grants from the Heartland Trust for FY2023 totalled $716,015 - a 28% increase from FY2022.

Education and learning

The Trust supports a number of organisations focused on enhancing education and

learning opportunities for rangatahi (youth) .

Heartland has been an InZone Education Foundation (InZone) cornerstone funder since

2017. InZone is a charitable trust that aims to inspire and support Māori and Pasifika youth

to take their place in the cultural, economic and civic leadership of Aotearoa New Zealand.

It does this by providing kāinga (hostels) which are “InZone” for high performing schools,

and partnering with the schools to ensure students achieve top educational outcomes . Its

kāinga enable students to live and learn in a supportive whānau environment with a Māori

kaupapa, supporting, inspiring and empowering rangatahi to achieve to their full potential.

The Trust has been a proud sponsor of The University of Auckland’s Kupe Leadership

Scholarship (Kupe) since 2019. Kupe offers a unique experience that develops a cohort

of future leaders intended to create a dynamic and successful future for Aotearoa, New

Zealand. Each year, funding from the Trust supports a Kupe Scholar, and operational costs

related to the delivery of the programme . In FY2023, Heartland’s Kupe Scholars have set up

initiatives to improve access to higher education (in New Zealand and abroad), contributed

to local government, represented New Zealand at the coronation of King Charles III,

and completed degrees with the aim of improving sectors such as public housing and

Corrections .

The Trust maintained its commitment to funding various high school rugby teams across

the country. Studies have shown that more involvement in sports can lead to better

academic and social achievements, positively impacting students, schools, and the

community .

The Trust also contributed towards the costs of Heartland Bank’s Manawa Ako internship

programme, described on page 36 .

How: Heartland gives back to the community through grants, sponsorships and active

volunteering .

Heartland’s commitment: Heartland cares for our communities .

41
FY2023 ACHIEVEMENTS (CONT)

Arts and culture

In FY2023, arts and culture grants included the WORD Christchurch Festival, Te Matatini

Herenga Waka Herenga Tangata National Kapa Haka Festival (Te Matatini), and

Ashburton Schools’ Music Festival .

The Trust’s grant to WORD Christchurch Festival sponsored Dr . Melani Anae’s session

at the event. Dr Anae is a Marsden Award recipient, and expert on ethics and Pasifika

identity – aligning to Heartland’s values, and diversity and inclusion commitments . The

Trust was proud to be a Strategic Partner of Te Matatini, the pinnacle cultural event for

Māori performing arts. This was the second year Heartland has supported Te Matatini –

this year’s event going ahead after being postponed due to COVID-19 restrictions .

The Ashburton Schools’ Music Festival is a special event for Heartland, given its close

connection to the Ashburton community – where Heartland began life as the Ashburton

Permanent Building & Investment Society in 1875. Heartland was pleased to once again

sponsor the event, providing Ashburton primary school students an opportunity to

perform and sing on stage in a choir .

Wellbeing

Following the devastating impacts of the Auckland floods and Cyclone Gabrielle in New

Zealand in early 2023, the Trust was pleased to support disaster recovery efforts with

donations totalling $45,000. Donations included $30,000 to the Hawke’s Bay Disaster

Relief Trust and $10,000 to the Auckland Council Emergency Relief Fund. In support of its

long-standing relationship through Heartland Bank’s New Zealand Reverse Mortgage

product, $5,000 was donated to Age Concern in Wairoa .

In FY2023, the Trust increased its commitment to health and wellbeing through two new

grants, one each to the Tania Dalton Foundation’s Resilience Project and the Canterbury

Sports Development Academy’s Tātai Whetū Waitaha Athlete Support Programme

(TWW) .

Funds granted by the Trust enabled Heartland Bank to provide The Resilience Project

an electric car, allowing them to more sustainably visit more schools and deliver

practical, evidence-based mental health strategies to build resilience and happiness

among students . TWW is a holistic programme that aims to assist athletes to achieve

their goals, without social restraint, while ensuring they are thriving in sport and life .

Funding provided by the Trust enables TWW to create support opportunities (such as

psychology, medical, physiotherapy, strength and conditioning, nutrition, leadership,

funding and communications) and connections to networks for aspiring Canterbury

athletes with potential to represent New Zealand on the world stage.

The Trust also continued its long-term support of the Auckland City Mission.

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FY2023 ACHIEVEMENTS (CONT)

Heartland Bank continued supporting its annual Freemasons scholarship programme

The Heartland Freemasons Scholarships assist family members of Freemasons who are Year 13

students and are active in their communities . In FY2023, three scholarships of $6,000 each were

available . Applicants must demonstrate how the scholarship would assist them in achieving their

academic goals .

Partnering with Dementia Australia

Heartland Finance has partnered with

Dementia Australia since 2018 and currently

sponsors the Melbourne ‘Memory Walk and

Jog’ event to support the great work they

do in promoting healthy ageing . Dementia

Australia is the national peak body for

people living with dementia, including their

families and carers. They work tirelessly to

bring notice to this important health issue –

especially as Australia’s ageing population

increases .

Paid volunteer days

COVID-19 lockdowns saw a reduction in

Heartland employees’ ability to volunteer

in the community . Despite this challenge,

volunteer days in FY2023 included supporting

Eat My Lunch, the Cyclone Gabrielle disaster

recovery efforts, and planting trees for the

Whau River Trust .

FY2024 TARGETS

Increasing commitment to wellbeing

In FY2024, the Heartland Trust’s commitment to wellbeing has been increased through a renewed

partnership with Lifeline Aotearoa .

Continue to give back through the Heartland Trust

The Heartland Trust will continue to give back to worthwhile causes in the communities in which

Heartland operates, and in areas that support a thriving New Zealand.

Increase volunteer day participation

Heartland intends to promote volunteer days as a benefit for its employees, with a view to

increasing utilisation in FY2024 .

43
FY2023 ACHIEVEMENTS

Supporting people to live a more comfortable retirement

Heartland’s Reverse Mortgage enables New Zealanders and Australians to have more

choice in retirement. Rather than needing to sell their homes to consolidate or refinance

debt or meet the costs of living, a reverse mortgage gives customers the ability to access

the equity in their home without being forced to leave .

Between June 2018 and June 2023, the number of New Zealanders retiring with mortgage

debt increased by 15% .³ As the cost-of-living rises, Heartland has seen an increase in

the proportion of Reverse Mortgages being used to repay debt in New Zealand. Similarly,

providing extra income was an increasingly common reason to take out a reverse mortgage

in Australia in FY2023. Use of a Heartland Reverse Mortgage for debt consolidation has

increased year-on-year since FY2021, with more than 50% of new Australian customers

using their reverse mortgage for this purpose .

The ability to age in place (that is, for a person to remain in their home as they age) is

extremely desirable for many . Of Heartland’s Reverse Mortgage customers in Australia,

80% stated that retiring and living in their own home was the most important benefit of

a reverse mortgage. This aligns with a study by RMIT University, supported by Heartland,

which found that 90% of Australians wish to retire and live in their own home . However,

36% of older Australians live in a home that may be unsuitable for ageing in place without

upgrades or renovations – and approximately 29% will not be able to afford the changes

required to make their home age-friendly.

Funding home improvements continues to be a key reason for customers to take out a

Reverse Mortgage in both countries .

The table below shows the way in which Heartland’s Australian and New Zealand Reverse

Mortgage customers have chosen to use their Reverse Mortgage .

Reverse Mortgage uses (proportion of new customers)⁴

Australia


New Zealand

Home improvements (55%) Home improvements (57%)

Debt consolidation (51%) Debt consolidation (42%)

Income (38%) Everyday expenses (32%)

Vehicle upgrade (28%) Medical and healthcare (27%)

Travel (24%) Travel (26%)

Medical and healthcare (14%) Vehicle upgrade (24%)

3 According to data from Centrix .

4 Reverse Mortgages are often used for more than one purpose .

How: Heartland provides competitive and flexible products that aim to improve the lives of

our customers .

Heartland’s commitment: Heartland cares for our customers .

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Savings Bank of the Year

Heartland Bank was proudly awarded Canstar NZ’s 2023 Bank of

the Year – Savings for the sixth year running.⁵ Heartland Bank also

received 5-Star ratings for its Direct Call Account, for the eighth

year in a row, its 32-day Notice Saver Account for the second year

in a row, and, for the first time, its newest 90-day Notice Saver

Account . These products were recognised for their competitive

rates and flexibility.

Outstanding Value Home Lender

Heartland Bank was awarded Canstar NZ’s

Outstanding Value Home Lender Award .

Heartland achieved 5-Star Outstanding Value

ratings across the three residential home loan

product categories: Fixed Home Loans, Floating

Home Loans and Line of Credit Home Loans .

Recognised for innovation and excellence

Heartland Finance was a finalist for Best Banking Innovation at the Australian Finder Innovation

Awards 2022 and the winner of the Excellence Award for Non-Bank of the Year at the Australian

Mortgage Awards 2022 .

FY2024 TARGETS

Continue to be recognised for exceptional value and innovation

Heartland intends to continue to provide customers with exceptional value and banking

innovation. In doing so, its aims to maintain its streak of Canstar NZ recognition, and recognition

in the Australian market for its Reverse Mortgage product.

Commission research to better understand the needs of older New Zealanders and

Australians

Heartland is exploring a partnership with organisations such as RMIT University to undertake

further research to better understand the needs of older New Zealanders and Australians. This is

intended to contribute to greater education and awareness of reverse mortgages as a solution in

retirement .

Improve customer feedback collection and evaluation

Heartland aims to improve its customer feedback collection and evaluation processes to ensure

its products and distribution channels continue to serve its customers’ needs .

5 Awarded July 2023 .

45
Melbourne couple James and Mary dreamed of retiring to coastal

New South Wales. They wanted to live in their own home, close to

the beach.

When it came time to move, there were complications . The Melbourne house didn’t sell for

as much as they’d hoped and they’d underestimated the costs to move interstate . To live out

their dream, they would have had to spend most of their existing resources, including their

superannuation .

James had previously looked into getting a reverse mortgage. He dug out the information he’d

gathered and got in touch with Heartland to see if we could help. After speaking with our team,

they felt confident that with the support of Heartland, they could continue with their dream

plans .

When James and Mary found their dream home, it was about $100,000 over their budget . They

decided to go ahead with a Heartland Reverse Mortgage to cover the extra cost, top up their

income and keep funds aside in a cash reserve facility for future needs.

James said, “Without Heartland we would have purchased a lower priced property . Yes, we

wouldn’t have any ‘loans’ with the lower priced option, but we would have much less equity

wealth and wouldn’t have the pleasure of living in our nicer home for the past five years.

We now find ourselves with increased equity, living in a lovely home of our choice and having

the confidence that our Heartland Reverse Mortgage will continue to support our lifestyle....

Without Heartland none of this would have been possible.”

James has the following message for anyone considering taking out a reverse mortgage.

“Consider your lifestyle, and your home equity . It’s all good and well having a million-dollar

home, but not when you are living off the pension where you can only just get by. Your home

equity is yours to spend, you can control where you want to live and use a reverse mortgage to

live a better retirement.”

Making a

dream home reality

Names changed for

privacy purposes .

03 Sustainability
46

FY2023 ACHIEVEMENTS

Providing repayment relief

The current economic environment and cost of living has left more New Zealanders experiencing

financial difficulties. Heartland is providing a range of services to its customers to support them

during these difficult times.

This included continuing to offer the Heartland Extend product which enabled customers to

make their existing loan repayments more manageable.

Reducing customer friction

Throughout FY2023, Heartland continued to improve the Heartland Mobile App to support in

addressing customers’ most pressing needs – controlling their own finances, opening accounts,

and trusting Heartland with their hard-earned money .

Ongoing digitalisation enhancements in FY2023 included expanding the secure automatic

approval capabilities of Asset Finance and New Zealand Livestock Finance application processes,

reducing customer friction and the need for manual assessment .

Automating term deposit onboarding

Heartland seeks to offer a frictionless onboarding process to save customers time. In FY2023,

Heartland developed automation to provide term deposit applicants a more streamlined account

opening process .

FY2024 TARGETS

Support borrowers to manage their repayments, avoiding arrears

One-Click Deferral will offer borrowers the flexibility to self-manage their vehicle loan repayments

digitally via the Heartland Mobile App . Several mobile app features are currently being developed

to provide borrowers the ability to pre-emptively manage their loan repayments to avoid falling into

arrears, and to assist customers who are in arrears with getting their repayments back on track.

Continue to increase digital self-service functionality

One of Heartland’s priorities in FY2023 has been Heartland Bank’s core banking system upgrade,

the development of which is nearing completion . Implementation is expected to be completed by

the end of December 2023 . Once implemented, Heartland intends to release further features to

its mobile apps which will enhance customers’ ability to self-service, reducing the dependency

customers have on telephony .

Te oranga ā-ahumoni

Financial wellbeing

How: Enhance economic outcomes for customers through digitalisation .

Heartland’s commitment: Support the financial wellbeing of Heartland’s customers and

communities .

47
Heartland intends to

release further features

to its mobile apps which

will enhance customers’

ability to self-service.

03 Sustainability
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FY2023 ACHIEVEMENTS

Extending digital access to Australian Reverse Mortgage customers

Heartland has released a mobile app for its Reverse Mortgage customers in Australia, allowing

them to begin to manage their loan from their mobile device . Customers can now view their loan

balance and request additional drawdowns in a frictionless manner from the Heartland Finance

Mobile App . Within one month of rolling the app out to Australian Reverse Mortgage customers,

more than 10% of customers had gained access . It is intended that the app will save customers

time by reducing the need for them to call Heartland for these simple requests .

Improving mobile app literacy

Heartland has published “how to” guides on its websites to provide mobile app customers with

detailed information on how to complete banking requests themselves. This minimises friction in

service requests and reduces the need for customers to call Heartland’s contact centre .

Protecting customers from scams and fraud

Heartland took part in an industry wide anti-scam campaign organised by the New Zealand

Banking Association to raise awareness and educate people on how to stay safe from scams.

Alongside other New Zealand banks, Heartland also supported the production of an educational

documentary series organised by New Zealand’s Banking Ombudsman Scheme with the same

purpose . The documentary series aired in July 2023 .

FY2024 TARGETS

Provide digital access to New Zealand Reverse Mortgage customers

Heartland intends to provide its New Zealand Reverse Mortgage customers with app access

to view their reverse mortgage balance, interest rate, loan number, transactions, and allow

customers to request a cash reserve/redraw from their mobile device .

Deliver educational events to improve digital capability

Heartland intends to host a series of events to educate Heartland’s customers on how to use

mobile devices and applications, including the Heartland Mobile App, in order to improve their

confidence and capability using digital tools.

How: Ensure customers can benefit from Heartland’s digitalisation journey.

How: Ensure Heartland’s values and commitments are shared by its suppliers .

FY2024 TARGETS

Set supplier sustainability targets

A focus area in FY2024 will be to set a strategy and targets to enhance sustainability and ensure

Heartland’s values and commitments are shared by its suppliers .

04
DISCLOSURES

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Te urungi ā-rangatōpū

Corporate governance

This corporate governance statement describes Heartland’s

corporate governance policies and practices as at 30 June 2023,

and has been approved by the Board.

On 1 April 2023, the NZX published a revised

NZX Corporate Governance Code. Issuers are

only required to report against the revised

NZX Corporate Governance Code for their

first full financial year commencing on or after

1 April 2023 . As Heartland’s balance date is 30

June 2023, Heartland has chosen to report

against the previous version of the NZX

Corporate Governance Code dated 17 June

2022 in this Annual Report and will commence

reporting against the revised NZX Corporate

Governance Code in its FY2024 Annual Report

for the financial year commencing 1 July 2023.

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’s

corporate governance policies and practices .

Heartland Bank has its own Board and

Board Committees, and makes independent

decisions (including on corporate governance

matters). Heartland and Heartland Bank Board

and Committee meetings are usually held

consecutively and members of both Boards

or Committees (as applicable) attend both

meetings . However, from November 2023,

Heartland and Heartland Bank Board and

Committee meetings will be held separately

with only the respective Chairs as attendees

at 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 matters explained

in the “Principle 3 – Board Committees”

section below, it was fully compliant with the

corporate governance recommendations

contained in the NZX Corporate Governance

Code as at 30 June 2023 .

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 – Recommendation 1.1

Heartland’s Code of Conduct and Directors’

Code of Conduct set out the ethical and

behavioural standards expected of Group

directors, employees and intermediaries .

The Codes of Conduct are available on

Heartland’s website, heartlandgroup.info .

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 and employee is provided

with a copy of the Code of Conduct (and

Directors’ Code of Conduct in the case of

51
directors) and is required to read it . Each

new employee is also required to attest to

their understanding of the Code of Conduct .

Employees are also required to annually

review and attest to their understanding

of the Code of Conduct . Each director and

employee has an obligation, at all times, to

comply with the spirit as well as the letter of

the law, and 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 . Various Heartland policies,

frameworks and standards expand upon

the topics in the Code of Conduct, for

example, Heartland’s Conduct Management

Framework, Employee Whistleblowing Policy,

and Gift and Hospitality Policy .

Insider Trading Policy –

Recommendation 1.2

Heartland has an Insider Trading Policy

which applies to all directors, employees

and contractors of Heartland and its

subsidiaries . In addition to the prohibition

on insider trading, directors, employees and

contractors are prohibited from buying or

selling the Group’s quoted financial products

during ‘blackout periods’. These are periods

that commence 30 days prior to the end of

the half-year and the full-year and generally

end once the financial results from the half-

year or the full-year have been released to

the market, and 30 days prior to the release of

a product disclosure statement, prospectus

and/or investment statement for a general

public offer of any quoted financial products,

and generally end once the disclosure

document has been released to the market.

Additional blackout periods may also be

notified from time to time. In addition, all

of the Group’s directors, senior officers

and certain other designated 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, employees and contractors .

The Insider Trading Policy is available on

Heartland’s website, heartlandgroup.info .

Through Heartland’s share registrar, Link

Market Services, Heartland actively monitors

trading in Heartland shares by directors,

officers and certain other designated

persons .

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 – Recommendation 2.1

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 the role of management . The Board

Charter is available on Heartland’s website,

heartlandgroup.info

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 .

Director appointment –

Recommendations 2.2 and 2.3

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 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

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is tailored for individual appointments .

Director attendance at Board and Committee meetings – Recommendation 2.4

The Board held 10 meetings, and the Heartland Bank Board held 11 meetings, during FY2023.

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.

All of the then serving members of the Board, and Heartland Bank Board, attended the Annual

General Meeting held on 8 November 2022.

Heartland BoardHeartland Bank Board

Attended as DirectorAttended as ObserverAttended as DirectorAttended as Observer

J K Greenslade10-10-

E F Comerford10--10

E J Harvey-1011-

B R Irvine-1011-

K Mitchell10-11-

G T Ricketts¹4-4-

G R Tomlinson9--8

S M Ruha -910-

G E Summerhayes10--10

S R Tyler²-78-

Heartland directorshipsHeartland Bank directorships

Audit & Risk

Committee

Corporate

Governance, People,

Remuneration

and Nominations

Committee

Audit CommitteeRisk Committee

J K Greenslade6*5*6*-

E F Comerford7-7*5*

E J Harvey6*-67

B R Irvine6*562*

K Mitchell7-7*7

G T Ricketts¹3331*

G R Tomlinson1**51-

S M Ruha6*-67

G E Summerhayes1*-1*1*

S R Tyler***3*-34****

* These meetings were attended by the director as an observer rather than as a member.

** G R Tomlinson was appointed to the Heartland Audit & Risk Committee on 10 March 2023 and

attended all committee meetings following his appointment.

*** S Tyler was appointed to the Heartland Bank Audit Committee on 19 January 2023 and

Heartland Bank Risk Committee on 5 April 2023 and attended all Committee meetings

following this appointment .

**** The first two meetings were attended as an observer and the subsequent two as a member.

1 G T Ricketts sadly passed away on 10 March 2023 and ceased to be a director of Heartland and Heartland Bank on 10 March 2023.

2 S R Tyler joined the Heartland Bank Board on 8 November 2022.

53
A profile of each director’s experience

is available on Heartland’s website,

heartlandgroup.info . The Directors’

disclosures section of this report also

includes information on each director’s

independence status, Heartland share

dealings and relevant interests and

disclosure of interests . A description of each

director’s length of service is included on

pages 24-27 of this Annual Report.

Diversity and inclusion –

Recommendation 2.5

In order to articulate its commitment

to diversity, Heartland has developed a


Diversity & Inclusion Policy

, which requires

the Board, with the help of Heartland’s

internal Diversity & Inclusion Committee,

to set measurable objectives for achieving

diversity and to track progress against

them . Heartland’s

Diversity & Inclusion

Policy

is available on Heartland’s website,

heartlandgroup.info .

Heartland’s diversity and inclusion objectives

align to its social sustainability targets . A

commentary on achievements and activity

in FY2023 is included on pages 36-39 of this

Annual Report .

Board training and performance

assessment – Recommendations 2.6

and 2.7

To ensure ongoing 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 Corporate Governance, People,

Remuneration and Nominations Committee

reviews Board composition and skills.

The Chairs of Heartland and Heartland

Bank each undertake an annual review

of their respective Board’s performance,

the performance of each applicable

Committee and applicable individual director

performance . This is to ensure that they

each have a range of complementary

skills, knowledge and experience in order

to effectively govern Heartland and

Heartland Bank (as applicable), to monitor

its performance, and to support the

implementation of its strategic priorities – in

the interests of its shareholder(s) and other

stakeholders.

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, the

composition of both the Heartland and the

Heartland Bank Boards is regularly reviewed

and their collective skills, knowledge and

experience formally assessed . 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 .

Board membership, size and composition

– Recommendations 2.8 and 2.9

The NZX Listing Rules provide that the

number of directors must be at least three,

at least two directors must be ordinarily

resident in New Zealand and at least two

directors must be independent directors .

Subject to these requirements, the size of

the Board is determined from time to time by

the Board .

As at 30 June 2023, the Board comprised five

directors, being the non-executive Chair, the

CEO and three independent, non-executive

directors . Three of Heartland’s directors

are ordinarily resident in New Zealand, and

a majority of the Board is independent . The

Board encourages rigorous discussion and

analysis when making decisions.

On 20 February 2023, G T Ricketts stepped

down as Chair of Heartland with immediate

effect due to ill heath and G R Tomlinson,

Heartland’s Deputy Chair, assumed the

role of Chair . The Board is of the view that

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although G R Tomlinson is not independent,

it is appropriate for G R Tomlinson to be

Heartland’s Chair given he has been a non-

executive director of Heartland since 2018,³

Deputy Chair for a number of years and

has a deep understanding of Heartland, its

business and its shareholders . In addition,

he is not an executive of Heartland which

ensures that there is continued, appropriate

separation between the Chair and CEO of

Heartland to ensure that a conflict of interest

does not arise .

As a result, while Heartland’s Chair is

not independent, the Chair and the

CEO are different people, as required by

Recommendation 2.9 of the NZX Corporate

Governance Code .

Principle 3 – Board Committees

The board should use committees where this

will enhance its effectiveness in key areas,

while still retaining board responsibility .

As at 30 June 2023, Heartland had

two permanently constituted Board

Committees: the Audit & Risk Committee

and the Corporate Governance, People

Recommendations and Nominations

Committee. Each of these Committees 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 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

website, heartlandgroup.info .

Audit & Risk Committee –

Recommendations 3.1 and 3.2

Membership is restricted to non-executive

directors, with at least three members, the

majority of whom must be independent . The

Chair of the Audit & Risk Committee must be

an independent director who is not the Chair

of the Board . As discussed above, the Audit

& Risk Committee operates under a written

charter and employees attend meetings

only at the invitation of the Audit & Risk

Committee.

As at 30 June 2023, the members of the

Audit & Risk Committee were E F Comerford

(Chair), K Mitchell and G R Tomlinson.⁴ The

role of the Audit & 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 integrity of financial control, financial

management and external financial

reporting;

• the internal audit function;

• the independent audit process; and

• the formulation of its risk appetite.

The Audit & Risk Committee also provides 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 Audit & Risk Committee works closely

with the Heartland Bank Audit Committee

and the Heartland Bank Risk Committee,

which have similar responsibilities in relation

to Heartland Bank, and their meetings

occur consecutively . However, as discussed

earlier, from November 2023 Heartland and

Heartland Bank Committee meetings will

be held separately with only the respective

Chairs as attendees at the other meetings. As

at 30 June 2023, the Board determined that all

Committee members had a recognised form

of financial expertise in accordance with the

Audit & Risk Committee’s charter.

Corporate Governance, People,

Remuneration and Nominations

Committee – Recommendations 3.3

and 3.4

The Corporate Governance, People,

Remuneration and Nominations Committee

is required to have, unless otherwise agreed

by the Board, at least three directors as

members, the majority of whom must be

independent . As discussed above, the

Committee operates under a written charter

and management attends Committee

meetings only at the invitation of the

Committee.

3 G R Tomlinson was also a director of Heartland Bank Limited, Heartland’s predecessor entity, before the corporate restructure of the

Heartland group on 31 October 2018. On that date he ceased to be a director of Heartland Bank Limited and began his appointment on the

Heartland Board .

4 G T Ricketts sadly passed away on 10 March 2023 and ceased to be a member of the Committee and G R Tomlinson was appointed to the

Committee with effect from this date.

55
As at 30 June 2023, the members of

the Corporate Governance, People,

Remuneration and Nominations Committee

were G R Tomlinson (Acting Chair) and B R

Irvine.⁵

Although B R Irvine is an independent

director of Heartland Bank and not Heartland,

the Board is 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 majority of employees of the

Group are employed by Heartland Bank. B R

Irvine, as Chair of Heartland Bank, represents

Heartland Bank’s position in that regard. In

addition, following G T Ricketts sad passing

on 10 March 2023, the Board determined

to appoint G R Tomlinson as Acting Chair

and to maintain Corporate Governance,

People, Remuneration and Nominations

Committee membership at two directors until

such time as the most appropriate group

structure to accommodate the Challenger

Bank acquisition is determined. Accordingly,

Heartland has not strictly complied with

Recommendation 3.3 of the NZX Corporate

Governance Code as the majority of

the Corporate Governance, People,

Remuneration and Nominations Committee

are not independent directors of Heartland .

Instead, the Corporate Governance,

People, Remuneration and Nominations

Committee has one independent director of

Heartland Bank and one non-independent

non-executive director of Heartland 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, CEO and

senior executives;

• the performance of the CEO including

setting and review of annual KPIs; and

• director and senior executive

appointments, Board composition and

succession planning .

Other Committees – Recommendation 3.5

The Board expects to shortly establish

a Sustainability Committee to oversee

Heartland’s sustainability strategy and

implementation plans . The Board is otherwise

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 2023, Heartland Bank had a

permanently constituted Risk Committee

and Audit Committee which are tasked with

working with management and reporting

their findings and recommendations to the

Heartland Bank Board.

Takeovers Response Manual –

Recommendation 3.6

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

5 G T Ricketts sadly passed away on 10 March 2023 and ceased to be a member of the Committee.

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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 .

Disclosure Policy – Recommendation 4.1

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 Heartland General Counsel and/

or Group Chief Operating Officer who are

responsible for making a recommendation

to the ‘Decision Makers’, being the CEO and/

or representatives from the Heartland and/or

Heartland Bank Boards (as applicable), who

are 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 will release information to the

extent necessary to prevent development

of a false market for the Group’s quoted

financial products.

Availability of key documents –

Recommendation 4.2

Heartland’s Code of Conduct, Board and

Committee Charters and the policies

recommended in the NZX Corporate

Governance Code, including the Disclosure

Policy, are available on Heartland’s website,

heartlandgroup.info . Heartland also

maintains copies of its stock exchange

announcements, full-year reports, investor

presentations and details of Annual General

Meetings, on its website .

Financial reporting and non-financial

disclosure – Recommendation 4.3

The Audit & Risk Committee oversees the

quality and timeliness of all external financial

reports, including all disclosure documents

issued by Heartland .

The Audit & Risk 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 CEO and Chief Financial Officer are

also required to certify to the Audit & Risk

Committee that the financial statements

of the Group present a true and fair view

of Heartland and comply with all relevant

accounting standards .

Heartland is committed to delivering value

for its customers, shareholders, employees,

communities, partners and intermediaries .

This is the fifth year that Heartland has

reported against a Sustainability Framework

(previously known as the Corporate Social

Responsibility Framework) in order to provide

more detailed information on the value

created for Heartland’s stakeholders. Refer

to the Sustainability section on page 29 of

this Annual Report for detailed information

on Heartland’s environmental, social and

economic impact across New Zealand and

Australia .

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 .

Director remuneration –

Recommendation 5.1

Actual director remuneration for FY2023 is

disclosed in the Directors’ remuneration

section on page 64 of this report .

57
Remuneration Policy –

Recommendation 5.2

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 website, heartlandgroup.info .

Heartland’s Corporate Governance, People,

Remuneration and Nominations Committee

is kept up to date with relevant market

information and best practice, obtaining

advice from external advisors when

necessary .

Remuneration levels are reviewed annually

for market competitiveness and alignment

with strategic and performance priorities . All

senior executive performance is assessed

by the Corporate Governance, People,

Remuneration and Nominations 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 $1,600,000 per annum or A$1,400,000

(whichever is the greater amount from time-

t o -t i m e) .

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,

nor is there a requirement for directors to hold

shares in Heartland . However, as at 30 June

2023, a number of the directors held shares,

or a beneficial interest in shares, in Heartland

(see the Directors’ disclosures section on

page 60 of this Annual Report for further

d e t a i l s) .

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.

CEO remuneration – Recommendation 5.3

Disclosure of the CEO’s remuneration is

included in the Directors’ disclosures section

on page 66 of this Annual Report .

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 – Recommendation 6.1

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 Audit & Risk

Committee of the Board oversees the risk

management programme and strategy . The

Board and Audit & Risk Committee receive and

review regular reports on risk management.

Heartland also has in place insurance cover

for insurable liability and general business

risk.

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Health and safety – Recommendation 6.2

Heartland promotes a working environment

where it engages with all its people, so that

it can maintain a workplace that is mentally

and physically safe and healthy; and to

promote a positive health and safety culture .

Heartland engages with its people to identify,

assess, control and review risk, with a focus

on continuous improvement of health and

safety . In FY2023, Heartland expanded its

Health and Safety Policy to encompass

wellbeing and substantially progressed

initiatives identified to further enhance

processes in this regard .

All Group employees are required to read

and attest to Heartland’s Wellbeing, Health &

Safety Policy . Induction includes instruction

on this and associated procedures . The

Wellbeing, 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 Heartland’s

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 provided to the

Executive Risk Committee and to the Board.

In the year ended 30 June 2023, there were no

notifiable events to report to WorkSafe New

Zealand.

Principle 7 – Auditors

External auditor relationship framework

and independence – Recommendation 7.1

The board should ensure the quality and

independence of the external audit process .

On 16 December 2022, Heartland

announced the Board had resolved to

appoint PricewaterhouseCoopers (PwC)

as Heartland’s new external auditor, having

accepted the resignation of KPMG . After a

long period of KPMG as Heartland’s external

auditor, the Board determined it was good

governance practice to change auditor .

The Audit & Risk Committee is responsible

for overseeing the external, independent

audit of Heartland’s financial statements.

This encompasses processes for sustaining

communication with Heartland’s external

auditors, ensuring that the ability of the

external auditors 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 auditors 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 & Risk Committee ensures that non-

audit work undertaken by the auditors 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 & Risk Committee ensures

are complied with . Refer to Heartland’s

website, heartlandgroup.info, for a copy of

the External Auditor Independence Policy .

The external auditor monitors its

independence and reports to the Audit &

Risk 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

FY2023 .

AGM attendance – Recommendation 7.2

Heartland’s external auditor attends its

Annual General Meeting to answer questions

from shareholders in relation to the audit .

Internal Audit – Recommendation 7.3

Heartland also has an internal audit function

which is independent of the external

auditors. The Audit & Risk Committee

approves the annual internal audit

assurance programme, which is developed in

consultation with management of Heartland .

59
Principle 8 – Shareholder rights

and relations

The board should respect the rights of

shareholders and foster constructive

relationships with shareholders that

encourage them to engage with the issuer .

Shareholder information and

communication – Recommendations 8.1

and 8.2

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 website,

heartlandgroup.info. Heartland keeps

shareholders informed through:

• periodic and continuous disclosure to NZX

and ASX;

• information provided to analysts and

media during briefings;

• Heartland’s website (heartlandgroup.

info) where shareholders can access

financial, operational and key corporate

governance information;

• the Annual General Meeting, at which

shareholders’ have the opportunity to ask

questions; and

• annual reports .

The Board encourages full participation of

shareholders at the Annual General Meeting

to ensure a high level of accountability .

Heartland’s website has a clear “Contact

us” page that provides contact details for

Heartland’s share registrar and shareholder

enquiries, and provides the option to

receive communications from Heartland

electronically .

Major decisions – Recommendation 8.3

Where shareholders are required to vote

on a matter concerning Heartland, the

Board encourages shareholders to attend

the Annual General Meeting or to cast a

postal vote or appoint a proxy . All voting at

the Heartland’s Annual General Meeting is

conducted by way of poll on the basis of one

share, one vote .

Heartland equity raise – August 2022 –

Recommendation 8.4

On 23 August 2022, Heartland announced

a $200 million equity raise via a fully

underwritten $130 million placement of new

shares (Placement) and a non-underwritten

share purchase plan offer (SPP) of up to $70

million . The Placement was fully subscribed

and the SPP had applications totalling

approximately $68.8 million. For the purposes

of Recommendation 8.4 of the NZX Corporate

Governance Code, below is an explanation

of why this capital raising method was

preferred. Heartland elected to undertake

this offer structure having regard to the

volatile market conditions preceding the offer

and its objective to further diversify its share

register to promote increased liquidity on

both the NZX and ASX.⁶

Heartland endeavoured to treat existing

shareholders in eligible jurisdictions fairly

through the Placement via an allocation

policy that sought, to the extent possible,

to provide pro-rata allocations to existing

shareholders that bid for at least such

quantum into the Placement . To further

enhance fairness for retail shareholders who

participated in the SPP offer (which allowed

applications up to $50,000), downside pricing

protection was provided (but was ultimately

not required).⁷ This was intended to reduce

market risk for retail shareholders during the

offer period, which is not available under a

rights offer.

In addition, the proposed size of the

SPP ($70 million with ability to accept

oversubscriptions) was larger than retail

demand Heartland had previously seen from

its shareholder base . The 2017 SPP received

applications totalling $62 million and the 2017

rights offer received applications (including

oversubscriptions) for $67 million .

Publication of notice of meeting –

Recommendation 8.5

Heartland’s notice of meeting will be available

at least 20 working days prior to its Annual

General Meeting at heartlandgroup.info .

6 Heartland’s trading liquidity is lower than other NZX50 companies of similar size. Increasing liquidity is expected to attract further

institutional investors which is positive for Heartland and all shareholders .

7 The final price was the lower of the Placement price ($1.80) or a 2.5% discount to the 5-day volume-weighted average price (VWAP) prior to,

and including, the closing date for the SPP Offer. Shares were allocated under the SPP Offer at $1.80.

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Ngā whākitanga a te toihau

Directors’ disclosures

Directors

The following persons were directors of the Group during FY2023 .

CompanyDirectorsStatus

Heartland Group Holdings


Limited

Geoffrey Thomas Ricketts

Gregory Raymond Tomlinson

Ellen Frances Comerford

Jeffrey Kenneth Greenslade

Kathryn Mitchell

Geoffrey Edward Summerhayes

Independent Non-Executive Director

(Chair) (ceased directorship on

10 March 2023)¹

Non-Independent Non-Executive

Dire c to r (Ch air)²

Independent Non-Executive Director

Non-Independent Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Heartland Bank LimitedBruce Robertson Irvine

Jeffrey Kenneth Greenslade

Edward John Harvey

Shelley Maree Ruha

Kathryn Mitchell

Geoffrey Thomas Ricketts

Simon Ross Tyler

Independent Non-Executive Director

(Ch air)

Non-Independent Non-Executive

Director

Independent Non-Executive Director

Independent Non-Executive Director

Non-Independent Non-Executive

Director

Non-Independent Non-Executive

Director (ceased directorship on


10 March 2023)

Independent Non-Executive Director

(appointed 8 November 2022)

ASF Custodians Pty LimitedRichard Glenn Udovenya

Jeffrey Kenneth Greenslade

Australian Seniors Finance Pty

Limited

Jeffrey Kenneth Greenslade

Christopher David Andrew Cowell

Andrew Peter Dixson

Sharon Susan Yardley

Geoffrey Edward Summerhayes

Christopher Patrick Francis Flood

Ceased 9 May 2023

Ceased 9 May 2023

Ceased 9 May 2023

Appointed 9 May 2023

Appointed 9 May 2023

Heartland Australia Holdings Pty

Ltd

Jeffrey Kenneth Greenslade

Geoffrey Edward Summerhayes

Christopher David Andrew Cowell

Andrew Peter Dixson

Sharon Susan Yardley

Christopher Patrick Francis Flood

Ceased 16 February 2023

Ceased 16 February 2023

Ceased 16 February 2023

Appointed 16 February 2023

Heartland Australia Group Pty LtdJeffrey Kenneth Greenslade

Christopher David Andrew Cowell

Andrew Peter Dixson

Sharon Susan Yardley

Geoffrey Edward Summerhayes

Christopher Patrick Francis Flood

Ceased 9 May 2023

Ceased 9 May 2023

Ceased 9 May 2023

Appointed 9 May 2023

Appointed 9 May 2023

Heartland NZ Trustee Limited Philippa Rosemary Drury

Christopher Patrick Francis Flood

Resigned 31 August 2022

Heartland PIE Fund LimitedJeffrey Kenneth Greenslade

Bruce Robertson Irvine

Leanne Gloria Lazarus

Ceased 18 November 2022

Appointed 18 November 2022

1 Geoff Ricketts stepped down as Chair on 20 February 2023. On 10 March 2023, Geoff Ricketts sadly passed away and ceased to be a director

of Heartland .

2 Greg Tomlinson assumed the role of Chair on 20 February 2023 .

61
CompanyDirectorsStatus

MARAC Insurance LimitedAndrew James Aitken

Christopher Patrick Francis Flood

Christopher Robert Mace

VPS Properties LimitedChristopher Patrick Francis Flood

Fuelled Limited Christopher Patrick Francis Flood

StockCo Holdings 2 Pty Limited Jeffrey Kenneth Greenslade

Douglas Robert Snell

Andrew Peter Dixson

Geoffrey Edward Summerhayes

StockCo Holdings Pty Limited Jeffrey Kenneth Greenslade

Douglas Robert Snell

Andrew Peter Dixson

StockCo AgriCapital Pty Ltd Jeffrey Kenneth Greenslade

Douglas Robert Snell

Andrew Peter Dixson

StockCo Feedlot Holdings Pty

Limited

Jeffrey Kenneth Greenslade

Douglas Robert Snell

StockCo Feedlot Capital Pty

Limited

Jeffrey Kenneth Greenslade

Douglas Robert Snell

StockCo Australia Management

Pty Ltd

Jeffrey Kenneth Greenslade

Douglas Robert Snell

Andrew Peter Dixson

When determining whether a director of Heartland is independent, the factors described in

the NZX Corporate Governance 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 in such a way that those factors might interfere, or might reasonably

be seen to interfere, with the director’s capacity to bring an independent judgment to bear on

issues before the Board, to act in the best interests of Heartland and to represent the interests

of its shareholders generally .

Interests Register

The following are the entries in the Interests Register of the Group made during FY2023 .

Indemnification and insurance of directors

Heartland has given indemnities to, and has effected insurance for, directors of the Group 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 FY2023 was $383,250 (excluding GST).

Share dealings by directors

Details of individual directors’ share dealings as entered in the Interests Register of Heartland

and Heartland Bank under Section 148(2) of the Companies Act 1993 during the year ended 30

June 2023 are as follows (all dealings are in ordinary shares unless otherwise specified):

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J K Greenslade

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

29 August 2022Acquisition of shares under Heartland’s

$130 million placement

Acquisition27,777$49,998.60

16 September 2022Acquisition of shares pursuant to

vesting of performance rights plan

Acquisition1,0 6 4 ,7 74Nil

16 September 2022A proportion of the shares issued

pursuant to vesting of the performance

rights were immediately acquired by

Heartland in order to fund the tax liability

arising for the recipients upon the issue

of shares under the performance rights

plan

Disposal415 ,261$761,126 .59

16 September 2022Off market transfer of sharesDisposal194,854Nil

25 November 2022Off market transfer of sharesDisposal75,000Nil

E J Harvey

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

9 September 2022Acquisition of shares under Heartland’s

$70 million share purchase plan

Acquisition10,184$17,999 .20

22 March 2023Allotment under DRPAcquisition4,939$8,085.13

B R Irvine

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

29 August 2022Acquisition of shares under Heartland’s

$130 million placement

Acquisition25,000$45,000 .00

9 September 2022Acquisition of shares under Heartland’s

$70 million share purchase plan

Acquisition28,290$49,999 .75

9 September 2022Acquisition of shares under Heartland’s

$70 million share purchase plan

Acquisition28,290$49,999 .75

K Mitchell

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

29 August 2022Acquisition of shares under Heartland’s

$130 million placement

Acquisition55,000$99,000 .00

G T Ricketts

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

29 August 2022Acquisition of shares under Heartland’s

$130 million placement

Acquisition1,666,666$2,999,998.80

63
G E Summerhayes

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

27 October 2022AcquisitionAcquisition5,000A$7,618.51

28 October 2022AcquisitionAcquisition5,000A$7,750 .00

31 October 2022AcquisitionAcquisition5,000A$7,900 .00

1 November 2022AcquisitionAcquisition5,000A$7,900 .00

G R Tomlinson

Date of acquisition/

disposal

Nature of relevant interestAcquisition /

disposal

No. of sharesConsideration

29 August 2022Acquisition of shares under Heartland’s

$130 million placement

Acquisition10,942,939$19,697,290 .20

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 FY2023 are as

follows:

E J ComerfordAppointed director to IVM InterSurer B .V ., Hollard Investments B .V .,

Hollard Investments II BV and Greenstone Holdco Pty Ltd from 1 November 2022 .

Ceased directorships of Hollard Holdings Australia Pty Ltd and


The Hollard Insurance Company Pty Ltd from 1 October 2022 .

E J HarveyCeased directorship of KMD Brands Limited from 1 December 2022 .

B R IrvineNo amendments for the year ended 30 June 2023 .

K MitchellAppointed director to The A2 Milk Company Limited from 1 June 2023.

G T Ricketts³No amendments for the year ended 30 June 2023 .

S M RuhaNo amendments for the year ended 30 June 2023 .

G R TomlinsonNo amendments for the year ended 30 June 2023 .

J K GreensladeNo amendments for the year ended 30 June 2023 .

G SummerhayesAppointed director of Heartland Australia Group Pty Limited and


Australian Seniors Finance Pty Limited from 9 May 2023 .

S R TylerNo amendments for the year ended 30 June 2023 .

Details of Heartland and Heartland Bank directors’ general disclosures entered in the relevant

interest register under Section 140 of the Companies Act 1993 prior to 1 July 2022 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 the Group

(including Heartland Bank) during the period 1 July 2022 to 30 June 2023.

Information used by directors

No director of the Group (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 .

3 No amendments were noted before Geoff Ricketts ceased being a director on 10 March 2023.

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Heartland and Heartland Bank directors’ relevant interests

As at 30 June 2023 .

DirectorNumber of ordinary shares –

beneficial

Number of ordinary shares –

non-beneficial⁴

Number of options

J K Greenslade2,400,514NilNil

E J Harvey162,9106,504,266Nil

B R Irvine699,4026,504,266Nil

K Mitchell108,088NilNil

S M Ruha158,536NilNil

G E Summerhayes20,000NilNil

G R Tomlinson69,335,936NilNil

Directors’ remuneration

The current total fee pool for the non-executive directors of the Group approved by shareholders

at the Annual General Meeting of Heartland held on 8 November 2022 is NZ$1,600,000 per annum

or A$1,400,000 (whichever is the greater amount from time-to-time) effective for FY2023 and

onwards .

The table below sets out the fees payable to the non-executive directors of Heartland for FY2023

based on the position(s) held .

Board/Committee⁵Position Fees (per annum)

Board of Directors

Chair

Member

$150,000

$100,000

Heartland Audit & Risk Committee

Chair

Member

$15,000

Nil

Heartland Bank Audit Committee

Chair

Member

$15,000

Nil

Heartland Bank Risk Committee

Chair

Member

$15,000

Nil

Corporate Governance, People, Remuneration and Nominations

Committee

Chair

Member

$15,000

Nil

The total remuneration and value of other benefits⁶ received by each non-executive director who

held office in Heartland and/or any of its subsidiaries during the year ended 30 June 2023 is set

out in the table below . Directors’ fees exclude GST where appropriate .

DirectorBoard FeesHeartland

Audit & Risk

Committee

Heartland

Bank Audit

Committee

Heartland

Bank Risk

Committee

Heartland

Corporate

Governance,

People,

Remuneration

and

Nominations

Committee

OtherTotal

Remuneration⁷

Heartland and Heartland Bank directorships

E F Comerford$100,000$15,000----$115,000

E J Harvey$100,000-$15,000---$115,000

4 The non-beneficial interest in the 6,504,266 shares arises from those directors being a trustee of the Heartland Trust, which held 6,504,266

shares in Heartland as at 30 June 2023 .

5 If a director sits on both the Heartland and Heartland Bank Boards, they are only entitled to receive one fee.

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 For the purposes of the total remuneration column in this table, A$ fees have been converted to NZ$ using an exchange rate of $1.0928 and then

rounded .

65
DirectorBoard FeesHeartland

Audit & Risk

Committee

Heartland

Bank Audit

Committee

Heartland

Bank Risk

Committee

Heartland

Corporate

Governance,

People,

Remuneration

and

Nominations

Committee

OtherTotal

Remuneration⁷

Heartland and Heartland Bank directorships

B R Irvine$150,000-- ---$150,000

K Mitchell $100,000-----$100,000

G T Ricketts$112,500⁸-- -$11,250-$123,750

S M Ruha$100,000--$15,000--$115,000

G R Tomlinson$100,000⁹-----$100,000

G E

Summerhayes

$100,000-----$100,000

S R Tyler$64,673.9¹⁰-----$64,673 .91

Subsidiary directorships

A J Aitken$32,000¹¹-----$32,000

E F ComerfordA$55,250¹²-----$60,385

P Drury$3,333¹³-----$3,333

C R Mace$15,000¹⁴-----$15,000

R G UdovenyaA$30,000¹⁵-----$32,800

G E

Summerhayes¹⁶

A$250,390-----$273,650

To t a l$1,400,862.24

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.

8 Fees paid until 31 March 2023.

9 G Tomlinson elected not to receive the Chair fee component for the financial year ended 30 June 2023.

10 Fees paid from S Tyler’s commencement as a director on 8 November 2022.

11 Fees paid to A J Aitken as a director of MARAC Insurance Limited.

12 Fees paid to E F Comerford by Heartland Australia Group Pty Limited and Heartland Australia Holdings Pty Limited (E F Comerford resigned as

a director from 26 July 2019 but still receives fees in return for consultancy services provided to these companies) .

13 Fees paid to P Drury as a director of Heartland NZ Trustee Limited until her resignation effective 31 August 2022.

14 Fees paid to C R Mace as Chair of MARAC Insurance Limited .

15 Fees paid to R G Udovenya as a director of ASF Custodians Pty Limited.

16 Fees paid to G E Summerhayes as a director of Heartland Australia Holdings Pty Limited, Heartland Australia Group Pty Limited and

Australian Seniors Finance Pty Limited . Includes deferred payment of FY2022 directors fees of A$21,390 so as not to exceed the directors’

fee cap for FY2022 prior to shareholder approval at the 2022 Annual Meeting to increase the total fee pool for non-executive directors . G E

Summerhayes is the Chair of Heartland Australia Holdings Pty Ltd, the parent company of Heartland’s Australian group and (subject to the

completion of the Challenger Bank acquisition, which remains subject to regulatory approvals) would ultimately chair Heartland’s banking

business in Australia. In setting G E Summerhayes’ remuneration, Heartland took into account independent advice about market rates,

having identified the need in FY2022 to engage the assistance of an Australian-based independent non-executive director who knows the

Australian ADI sector well .

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CEO remuneration

In FY2023, the CEO received a fixed salary, a variable remuneration component comprising STI, and

other benefits as detailed in the below tables. The tables also show a comparison between FY2022

and FY2023 and a summary of the CEO’s total remuneration over the last five financial years.

Consistent with the approach taken last year, Heartland has presented the summary below

using the cost to Heartland (being the accounting cost) of all current LTI grants made to the CEO .

The accounting cost of all current LTI grants differs from the value of the awards which actually

vested, noting that no awards vested in respect of which the final financial year for performance

measured was FY2023. This is because the accounting cost of a grant 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 (FY2023 and FY2022)

Financial year

ended

SalaryBenefits¹⁷STI

(At Risk Pay)

Total Salary,

Benefits and STI

LTI¹⁸ (At Risk Pay)

- Accounting cost to Heartland*

30 June 2023$1,089,200$10,800$990,000$2,090,000FY2023$466,901¹⁹

30 June 2022$1,089,200$10,800$975,000$2,075,000FY2022$651,294²⁰

* This is the accounting cost of all current LTI grants made to the CEO, which differs from the value of awards which

actually vested. No LTI awards vested to the CEO in respect of which the final financial year for performance

measured was FY2023 .

Five-year summary of total CEO remuneration

This year, Heartland has presented the below summary using the value of the awards which

actually vested during the relevant financial year.

Financial year

ended

Percentage STI

against maximum

Value of LTI awards

vested in that

financial year

Percentage LTI

vesting against

maximum²¹

Span of relevant LTI

performance period

30 June 202390%N/AN/AN/A

30 June 202289%$2,000,000100%5 years

30 June 2021100%N/AN/AN/A

30 June 202096%N/AN/A N/A

30 June 201945%$1,379,161100%F Y2019²²

Breakdown of CEO At Risk Pay (FY2023)

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.²³

90%

LT I

N/A. No awards vested to the CEO in respect of which the final financial year for performance measured was FY2023.

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 .

17 Motor vehicle .

18 LTI plan valuation was updated during the year to provide for market performance conditions and a revised number of Performance Rights

expected to be vested . The updated valuation resulted in a lower accounting cost of LTI grants on issue compared to the previous valuation .

19 Accounting cost of FY2021 and FY2022 grants at updated valuation, spread over their respective 4-year service periods (noting that FY2021

grant was amended to extend its service period from the original 3 to 4 years) .

67
CEO Grant under Performance Rights Scheme (FY2023 Grant)

Note that the FY2023 Grant under Heartland’s Performance Rights Scheme has not yet been

made to participants, but the details of the grant made to the CEO will be disclosed at the time

the grant is made .

Five-year summary of Heartland’s TSR performance (30 June 2018 – 30 June 2023)

43.9%

38.6%

(

50%)

(25%)

-

25%

50%

75%

100%

125%

Jun-18Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

Summary of Heartl and TSR performance (Last five years)

Heartland TSRNZX50 TSR


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 to 30 June 2023,

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 employee remuneration

The CEO’s salary as a multiple of the employee average is 10.41 times (FY2022: 11.08 times), and his

total remuneration as a multiple of the employee average is 19.22 times (FY2022: 23.17 times).

20 In the FY2022 annual report, it was noted that the cost to Heartland for FY2022 was $990,103. The figure included in this table reflects the

accounting cost of the FY2018/2019 grant at updated valuation, spread over its modified 3-year service period (noting that this grant vested

in September 2022, and the benefit on its revaluation was recognised in full in FY2023). Also includes accounting cost of FY2021 and FY2022

grants at updated valuation, spread over their respective 4-year service periods .

21 Where “N/A”, there were no maximum limits for the relevant period.

22 The service period for the Senior Executive Scheme shares which are being treated as vesting in FY2019 was FY2019 .

23 STI payments are entirely discretionary and entitlement is not guaranteed even if measures are achieved .

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Ngā utu ā-tumu whakarae

Executive remuneration

RemunerationNumber of employees

$100,000 - $109,999 27

$110,000 - $119,999 18

$120,000 - $129,999 25

$130,000 - $139,999 29

$140,000 - $149,999 27

$150,000 - $159,999 13

$160,000 - $169,999 11

$170,000 - $179,999 11

$180,000 - $189,999 6

$190,000 - $199,999 3

$200,000 - $209,999 1

$210,000 - $219,999 3

$220,000 - $229,999 2

$240,000 - $249,999 5

$250,000 - $259,999 1

$260,000 - $269,999 1

$270,000 - $279,999 1

$280,000 - $289,999 2

RemunerationNumber of employees

$290,000 - $299,999 1

$300,000 - $309,999 3

$310,000 - $319,999 2

$340,000 - $349,999 3

$350,000 - $359,999 1

$360,000 - $369,999 3

$400,000 - $409,999 1

$ 410,0 0 0 - $ 419,999 1

$440,000 - $449,999 1

$480,000 - $489,999 1

$510,000 - $519,999 1

$540,000 - $549,999 1

$560,000 - $569,999 1

$640,000 - $649,999 1

$910,000 - $919,999 1

$1,000,000 - $1,019,999 1

$1,030,000 - $1,039,999 1

Grand total210

Ngā pārongo mō te hunga whaipānga

Shareholder information

Spread of shares

Set out below are details of the spread of shareholders of Heartland as at 1 August 2023 (being a

date not more than two months prior to the date of this Annual Report) .

Size of holding Number of shareholders Total shares % of issued shares

1 - 1,000 shares 1,480 780,700 0 .11

1,001 - 5,000 shares 3,239 9 , 2 5 7,7 5 3 1 .30

5,001 - 10,000 shares 2,309 17,088,169 2 . 40

10,001 - 50,000 shares 4,719 107,723,449 15 .16

50,001 - 100,000 shares 940 65,286,483 9 .20

100,001 shares and over 646 510,399,383 71.83

TOTAL 13,333 710,535,937 100.00

The number of Heartland employees (including former employees, and excluding directors) who

received remuneration (including non-cash benefits) in excess of $100,000 during FY2023 is

detailed in the remuneration bands below .

69
Twenty largest shareholders

Set out below are details of the 20 largest shareholders of Heartland as at 1 August 2023 (being a

date not more than two months prior to the date of this Annual Report) .

RankShareholderTotal shares % of issued shares

1 Harrogate Trustee Limited 69,335,936 9 .76

2 FNZ Custodians Limited 53,659,684 7 . 5 5

3 Bnp Paribas Nominees NZ Limited 22,802,718 3 . 21

4 New Zealand Depository Nominee 20,422,362 2.87

5 Custodial Services Limited 17,929,361 2 .52

6 Oceania & Eastern Limited 14,933,951 2 .10

7 Hobson Wealth Custodian Limited 14,875,025 2 .09

8 Citibank Nominees (NZ) Limited 14,128,548 1 .99

9 JPMORGAN Chase Bank 12,951,578 1.82

10 Philip Maurice Carter 12,016,647 1 .69

11 Accident Compensation Corporation 10,420,218 1 .47

12 HSBC Nominees (New Zealand) Limited <040-016842-230> 9,295,615 1 .31

13 HSBC Nominees (New Zealand) Limited 8,770,441 1 .23

14 Tea Custodians Limited 7,834,745 1 .10

15 Heartland Trust 6,504,266 0 .92

16 Public Trust 6,425,187 0 .90

17 Pt Booster Investments Nominees Limited 6,411,156 0 .90

18 Forsyth Barr Custodians Limited 6,340,321 0.89

19 FNZ Custodians Limited 6 ,19 5 ,679 0.87

20 Jarden Custodians Limited 5,000,000 0 .70

Total326,253,438 45.89

Substantial product holders

As at 30 June 2023, Heartland had 709,658,200 ordinary shares on issue and, according to

Heartland’s records and disclosure notices provided to Heartland, the following persons were

substantial product holders of Heartland .

NameNumber of shares Class of shares

% of total number of


shares in class

Harrogate Trustee Limited and Gregory

Raymond Tomlinson

69,335,936 Ordinary9 .76

Jarden Securities Limited and Harbour

Asset Management Limited¹

35,313,655Ordinary5 .01

1 Details as per the ‘Disclosure of beginning to have substantial holding’ released by these entities to Heartland and the NZX Limited on

19 December 2022 .

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He pārongo atu anō

Other information

Auditors’ fees

PricewaterhouseCoopers (PwC) were

appointed as auditors of Heartland and its

subsidiaries on 16 December 2022, taking over

from KPMG . After a long period with KPMG

as Heartland’s external auditor, the Board

determined it was good governance practice

to change auditor . The amount payable by

Heartland and its subsidiaries to PwC as

audit fees during FY2023 was $1,046,000 . The

amount of fees payable to PwC for non-audit

work during FY2023 was $176,000. These

non-audit fees were primarily for regulatory

assurance services, agreed upon procedures

engagements, supervisor reporting, tax work

and other non-assurance work. PwC was

engaged to carry out the tax work prior to the

appointment as external auditor . PwC carried

out other non-assurance work prior to the

appointment of PwC as external auditor .

The amount payable to KPMG as audit fees,

prior to the appointment of PwC, in FY2023

was $40,000 .

Credit rating

As at the date of this Annual Report, Heartland

has a Fitch Australia Pty Limited long-term

credit rating of BBB (outlook negative).

Donations

The total amount of donations made by

Heartland during FY2023 was $5,870. No

political donations were made during FY2023 .

Exercise of NZX disciplinary

powers

NZX Limited did not exercise any of its powers

under Listing Rule 9 .9 .3 in relation to the

Group during FY2023 .

NZX waivers

Below is a summary of the waivers granted

by NZ RegCo to Heartland on 22 August

2022 relating to Heartland’s $200 million

equity raise via a fully underwritten $130

million placement of new shares and a non-

underwritten SPP offer of up to $70 million

which was announced on 23 August 2022

(Offer) as well as Heartland’s LTI Scheme:

• Waiver under Listing Rule 3.14.1: This

Listing Rule requires an issuer to release

details of a proposal to pay a dividend at

least five business days before the record

date. The waiver permitted Heartland to

have a shorter three business day notice

period . Heartland wished to set the record

date so that any shares allotted under the

Offer would not be able to participate in

the dividend relating to FY2022 . This waiver

was granted by the NZ RegCo on the

conditions set out in the decision and for

the reasons described in its decision .

• Waiver from Listing Rule 4.14.1(b)(ii)(A):

This waiver permits Heartland to acquire

Heartland shares from an employee

who is also a director of Heartland . This

waiver was obtained from NZ RegCo in

the context of the LTI scheme operated

by Heartland under which selected

employees are offered performance

share rights (PSRs) to be converted to

ordinary shares in Heartland (Shares),

for nil consideration, subject to certain

performance hurdles being met (Scheme) .

Heartland wished to assist participants in

the Scheme to meet their tax obligations

arising when the PSRs vested by offering

to pay PAYE on the participants’ behalf and

funding the participants’ corresponding

liability to Heartland by buying back

an amount of the Shares equal in

value to the participants’ PAYE liability .

Listing Rule 4.14.1(b)(ii)(A) would have

prevented Heartland purchasing shares

off a participant who is also a director of

Heartland, so a waiver from NZ RegCo was

sought to enable all Scheme participants

to receive the buyback offer. This waiver

was granted by the NZ RegCo for the

reasons described in its decision .

For further information about the equity raise

refer to page 58 in the Corporate Governance

section of the FY2022 Annual Report, and

page 59 in the Corporate Governance section

of this Annual Report .

No other waivers were granted to Heartland

or relied on by Heartland during FY2023 .

05
FINANCIAL RESULTS

For the year ended 30 June 2023

05 Financial Results
72

Heartland was pleased to announce an NPAT of $95.9 million for

FY2023. On an underlying¹ basis, FY2023 NPAT was $110.2 million. NPAT

increased $0.7 million (0.8%), and on an underlying basis, $14.1 million

(14.6%), compared with FY2022.²

Financial position

Total assets increased by $657.1 million (9.3%)

during FY2023, driven by a $625 .5 million

(10.1%)³ increase in gross finance receivables

(Receivables)⁴ and a $41.7 million (7.1%)

increase in liquid assets from FY2022 .

Receivables growth was experienced across

Heartland’s core portfolios of Australian

Reverse Mortgages, New Zealand Reverse

Mortgages, Motor Finance, Asset Finance

and Online Home Loans, partly offset by

decreases in Business, Rural Relationship,

Open for Business (O4B) and Personal

Lending .

Borrowings⁵ increased by $456.7 million (7.4%)

compared with FY2022 . Deposits increased

by $538.5 million (15.0%) from FY2022, partially

offset by a decrease in other borrowings of

$81.8 million (3.2%) during FY2023.

Net assets increased by $222 .3 million to

$1,031 .0 million . Net tangible assets (N TA)

increased by $207 .4 million to $774 .2 million,

primarily as a result of a $199 million equity

raise completed in September 2022, resulting

in an NTA per share of $1.09 (30 June 2022:

$0.96).

Profitability

FY2023 reported results have been

normalised to exclude one-off or non-cash

technical items, including the following.⁶

1 . Legacy hedge accounting impacts:

a $9 .1 million loss contributed by the

derivatives that were de-designated from

their prior hedge accounting relationships

in FY2022 . The de-designation resulted

in a $16.7 million mark-to-market (MTM)

accounting gain on these derivatives

being recognised in FY2022 . This MTM

gain is subsequently unwound as a loss

as the cashflows from these derivatives

are realised . The remaining $7 .7 million will

unwind across FY2024 and FY2025 .

2 . Fair value loss on equity investment in

Harmoney Corp Limited (Harmoney):

a $4 .5 million fair value loss was recognised

on investment in Harmoney shares during

FY2023 . The fair value as at 30 June 2023

was determined based on the closing last

traded price of Harmoney shares on the

ASX of A$0.32 per share.

3 . Interest expense on the bridging loan for

the acquisition of StockCo Australia:

a $1 .9 million interest expense was

recognised in relation to a $174 million

(A$158 million) bridging loan taken by

Heartland to acquire StockCo Australia.

The loan was fully repaid in September

2022 using the proceeds from the 2022

equity raise .

He kōrero ahumoni

Financial commentary

1 Financial results are presented on a reported and underlying basis. Reported results are prepared in accordance with NZ GAAP and include

the impacts of positive and negative one-offs, which can make it difficult to compare performance. Underlying results (which are non-GAAP

financial information) exclude any impacts of one-offs. This is intended to allow for easier comparability between periods, and is used

internally by management for this purpose. Refer to Profitability for a summary of reported and underlying results. A detailed reconciliation

between reported and underlying financial information, including details about FY2023 one-offs, is set out on page 42 of Heartland’s FY2023

investor presentation (IP) available at heartlandgroup.info. General information about the use of non-GAAP financial measures is set out

on page 4 and 38 of the FY2023 IP.

73
4 . Australia Bank Programme costs:

$2 .2 million of transaction and other costs in relation to acquiring an ADI in Australia . In addition,

$6.4 million of costs directly attributable to applying to become an ADI have been capitalised as

an intangible asset .

The impact of one-off items on the respective financial metrics is outlined in the table below.

ReportedUnderlying

FY2023FY2022MovementFY2023FY2022Movement

Net operating income (NOI)⁷ ($m) 285.3 267 .6 1 7 .7 300 .7 262 .0 38.7

Operating expenses (OPEX) ($ m) 128.1 116.8 11 .3 126 .2 111 .4 14 .9

N PAT ($ m) 95 .9 95 .1 0 .7 110 .2 96 .1 14 .1

Net interest margin (NIM) 3 . 97% 4 .05% (8 bps) 4 .00% 4 .16% (16 bps)

Cost to income (CTI) ratio 44 .9% 43 .6% 126 bps 42 .0% 42 .5% (53 bps)

Impairment expense ratio 0 .36% 0 .25% 11 bps 0 .36% 0 .29% 7 bps

Return on equity (ROE) 10 .4% 12 .1% (169 bps) 11 .9% 12 .6% (68 bps)

Earnings per share (EPS) 14 .0 cps 16 .1 c p s (2.1 cps) 16 .0 cps 16 .3 cps (0.3 cps)

NOI

Total NOI was $285.3 million, an increase of

$17.7 million (6.6%) from FY2022.

Underlying NOI was $300.7 million, $38.7 million

(14.8%) higher than in FY2022, $21.8 million of

which was contributed by StockCo Australia.

This was largely due to a $35.6 million (14.3%)

increase in net interest income, driven by

$1,127.5 million (18.9%) higher average interest

earning assets in FY2023 than in FY2022, and

a 16 bps decrease in underlying NIM compared

with FY2022 .

Underlying other operating income increased

by $3.1 million (22.7%) from FY2022, mainly

driven by increases in upfront Reverse

Mortgage income and fee income .

NIM

After recording an 8 bps contraction in

underlying NIM in the six months to 31

December 2022 (1H2023) compared with the

six months to 30 June 2022 (2H2022), this

trend stabilised in the six months to 30 June

2023 (2H2023) through proactive portfolio

pricing and margin management. Underlying

NIM for FY2023 decreased only 2 bps compared

with 1H2023 .

The cash rates in New Zealand and Australia

have seen a rapid and sharp increase, rising

from 2.00% and 0.85% as at June 2022, to

5 .50% and 4 .10% as at June 2023 respectively .

This has created a difficult environment

in which to manage margins . Heartland

intentionally delayed passing the full impact

of these increases onto some borrower

customers, and, in the case of Reverse

Mortgages in New Zealand and Australia, did

not pass on the full increases . With depositors,

Heartland was quick to pass on the benefits

of the rising cash rate . It is believed that while

this did not maximise potential NIM, it was the

socially responsible and more sustainable

approach .

NIM compressions were also due to the

continued shift in portfolio composition

towards lower risk exposures. Personal lending

and unsecured small-to-medium enterprise

(SME) lending continued to reduce, while

Business and Rural Relationship lending

experienced larger repayments of higher risk

loans . At the same time, there was growth in

2 All comparative results are based on the audited full year consolidated financial statements of the Group for FY2022.

3 Excluding the impact of changes in FX rates.

4 Receivables includes Reverse Mortgages .

5 Includes retail deposits and other borrowings .

6 Refer to page 42 of the FY2023 IP for an exhaustive list of FY2023 one-offs and a detailed reconciliation between reported and underlying

financial information.

7 Net operating income (NOI) includes fair value gains/losses on investments .

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74

higher quality portfolios, such as Reverse

Mortgages and Online Home Loans . Motor

Finance experienced market share gains at

the expense of margin, alongside general

margin compression due to a shift in asset

quality and competitive pressures . The

impacts of this compression were partly

offset following the acquisition of StockCo

Australia, a higher NIM portfolio .

Through FY2024, NIM will be assisted by older

Asset Finance and Motor Finance loans at

lower rates continuing to be repaid .

OPEX

OPEX was $128.1 million, an increase of $11.3

million (9.7%) on FY2022. Underlying OPEX

was $14.9 million (13.4%) higher compared

with FY2022 .

Higher underlying OPEX was primarily due to

the acquisition of StockCo Australia which

contributed $8.9 million to FY2023 OPEX.

The remaining underlying OPEX increase is

$6.0 million (5.4%), which was mainly driven

by a 4.6% increase in staff expenses, an

18.6% increase in upfront Reverse Mortgage

expenses (noting this is completely offset

by an increase in upfront Reverse Mortgage

income), and the balance from increased

travel and administration costs .

CTI ratio

The underlying CTI ratio further improved by

53 bps on FY2022 to 42.0%.⁸

Heartland’s commitment to efficiencies

through technology and digitalisation are

anticipated to provide ongoing benefits in the

form of a reduced CTI ratio . The CTI ratio is

expected to remain stable while investment

in and delivery of digitalisation initiatives

is underway, with CTI benefits to start

materialising from late FY2024 .

Impairment expense

Impairment expense was $23 .2 million,

$9.4 million (68.1%) up on FY2022. On an

underlying basis, impairment expense was

$7.5 million (47.9%) up on FY2022, including

an allowance for the potential impact of

rising unemployment on the Motor Finance

portfolio . The residual increase in underlying

impairment expense was mainly contributed

to by the Harmoney book amortising at a

slower rate in FY2023 compared with FY2022

and, to a lesser extent, by deterioration in

the quality of unsecured Personal Lending

which is no longer being actively originated

in order to manage risk in the current

environment. Underlying impairment expense

ratio increased to 0 .36% in FY2023, up 7 bps

compared with FY2022 .

As at 30 June 2023, the balance of Heartland’s

Economic Overlay of $8.0 million taken in

FY2022 was $2 .4 million . The Economic

Overlay has been allocated to specifically

provision for Business Relationship lending

and Asset Finance loans that have been

impacted by low economic growth, and

remained in place at 30 June 2023 .

ROE

Underlying ROE was 11.9%, down 68 bps

compared with FY2022.⁹ The result reflects

a strengthened capital position following

Heartland’s equity raise in 1H2023, positioning

it well for future growth opportunities .

Business performance

New Zealand

Asset Finance

Asset Finance Receivables increased $49 .2

million (7.8%) from FY2022 to $682.8 million.

Asset Finance NOI was $30 .3 million, a

decrease of $0.2 million (0.5%) compared with

FY2022 .

Heartland’s focus remains on freight

transport and yellow goods sectors . NIM has

been affected by a change in the mix of new

business weighted toward an improved credit

profile. Lower margin loans are being repaid

and replaced, and are expected to have a

positive contribution to margin in late FY2024 .

Business

Overall Business NOI was $31 .7 million, an

8 Underlying CTI ratio refers to the CTI ratio calculated using underlying results. When calculated using reported results, the CTI ratio was

44 .9%, up 126 bps compared with FY2022 . See page 4 of the FY2023 IP for more information about the use of the CTI ratio, a supplementary,

non-GAAP measure .

9 Underlying ROE refers to ROE calculated using underlying results. When calculated using reported results, ROE was 10.4%, down 169 bps

compared with FY2022 . For more information, see page 4 of the FY2023 IP .

75
increase of $1.1 million (3.6%) compared with

FY2022 . Business Receivables decreased

$56.6 million (9.0%) to $573.7 million. This was

made up of Wholesale Lending and Business

Relationship .

Wholesale Lending includes floorplan

lending to vehicle retailers and wholesale

facilities to other lenders, including for

medium enterprises that on-lend to their

own customers in the consumer motor

and business sectors . Wholesale Lending

Receivables decreased $27.1 million (9.9%)

from FY2022 to $245.2 million, reflecting lower

utilisation of limits as a result of unpredictable

inventory conditions continuing into 2H2023 .

Business Relationship Receivables

decreased $29.5 million (8.2%) from FY2022

to $328.5 million, as this portfolio continues to

transition away from legacy business to loans

which present lower risk and are more cost

efficient to transact.

Open for Business

O4B NOI was $12.9 million, a decrease of $0.8

million (5.7%) compared with FY2022. O4B

Receivables decreased $24.1 million (17.1%)¹⁰

to $117 .1 million .

Heartland stopped actively originating O4B

lending in the second quarter of FY2023 (Q2)

to manage risk due to the macro-economic

challenges for the SME sector . This has

resulted in an amortising loan book pending

improved conditions .

Motor

Motor Finance NOI was $64 .2 million, a

decrease of $8.7 million (11.9%) compared with

FY2022 . Motor Finance Receivables increased

$186.8 million (13.5%) to $1.57 billion.

Motor Finance has experienced market share

gains at the expense of margin, alongside

general margin compression due to a shift

in asset quality and competitive pressures .

While total new and used car sales in the New

Zealand market were down by 6.2% in the

period¹¹, Heartland’s new business volumes

increased by 11 .6% from FY2022, with overall

growth in FY2023 of 13 .5% due to lower early

repayments than expected .

Heartland’s broad distribution network

of dealers and partnerships with key

distributors and large dealer franchise

groups, along with its digital innovation, have

been key contributing factors in achieving

growth in a difficult market.

Heartland intends to expand its branded

online origination platforms to other dealer

partners in FY2024 so they can provide

customers with swift digital options to apply

for vehicle finance and receive a decision in

minutes .

Personal lending

Personal Lending includes loans originated

directly through Heartland Bank, and legacy

portfolios originated by Harmoney in New

Zealand and Australia. To manage risk in the

current environment, this portfolio is not

actively originating . In addition, Heartland’s

Harmoney personal loans channel is closed

to new business and running down .

Personal Lending NOI was $6 .6 million, a

decrease of $3.1 million (32.2%) compared

with FY2022 . Personal Lending Receivables

decreased by $17.8 million (27.3%)¹⁰ to $47.3

million . Harmoney Receivables decreased by

10 Excluding the impact of changes in FX rates.

11 Based on data from the Motor Industry Association of New Zealand on new and used vehicle sales from motor vehicle dealers.

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05 Financial Results
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$20.3 million (65.7%), made up of a decrease in

the New Zealand Harmoney channel of $12.9

million (70.4%) to $5.5 million, and a decrease

in the Australian Harmoney channel of $7 .3

million (58.9%)¹⁰ to $5.1 million. This is partially

offset by Heartland originated personal

lending which increased by $2.5 million (7.3%)

to $36 .7 million in FY2023 .

Online Home Loans¹²

Online Home Loans NOI was $3.8 million, an

increase of $1.7 million (80.2%) compared

with FY2022 . Online Home Loans Receivables

increased $38.7 million (14.1%) to $313.4 million.

While subdued compared to FY2022, Online

Home Loans experienced good growth in a

challenging economic environment . This was

moderated by a sharp decline in property

sales and new mortgage volumes in New

Zealand. The number of properties sold in the

12 months to February 2023 was the lowest

observed since 1983.¹³ Similarly, the monthly

level of new mortgages issued has been at or

near the lowest levels observed since at least

2014 (when the RBNZ began collating this

data).¹⁴

Competitive pressures in the refinance

market remain intense, with competitors

generally offering large cash-backs and

negotiating on rates . Heartland has remained

disciplined in respect of its pricing strategy .

Heartland’s low-cost digital origination

platform has enabled it to consistently

offer competitive or market-leading rates.

Customer retention remained strong, with

retention exceeding 90% for customers

whose fixed rates came up for renewal over

the course of FY2023 .

New Zealand Reverse Mortgages

New Zealand Reverse Mortgages NOI was

$42 .4 million, an increase of $9 .9 million

(30.3%) compared with FY2022. Receivables

increased $167.3 million (23.2%) to $888.6

million .

The business continues to experience strong

demand and growth due to:

– cost of living and cashflow pressures

faced by older homeowners, with a reverse

mortgage providing an option to fund

desired lifestyle enhancements

– increased education, awareness and

acceptance of reverse mortgages .

Over the last decade, Heartland has helped

more than 22,000 New Zealanders to enjoy

a more comfortable retirement by releasing

equity from their homes. The outlook for

New Zealand Reverse Mortgages remains

positive, with additional demand from cost

of living pressures driving growth . Website

improvements will be released making it

easier for mobile users, and streamlining the

application process .

Rural

Overall Rural lending NOI was $34 .2 million, an

increase of $4.1 million (13.5%) compared with

FY2022 . Overall Rural portfolio Receivables

increased by $11.4 million (1.7%) to $700.5

million. This was made up of Livestock

Finance, Rural Relationship and Rural Direct .

Livestock Finance Receivables increased

by $19.9 million (11.6%) from FY2022 to

$191.2 million in a market impacted by falling

commodity prices, difficult climatic conditions

and Cyclone Gabrielle in the Hawke’s Bay

and Tairāwhiti regions. Of this growth,

6% originated from the addition of key

intermediary partnerships, with the balance

from existing customers .

Rural Relationship Receivables decreased

by $17.1 million (3.9%) from FY2022 to $424.4

million, due to the continued transition of the

book away from large, complex, low margin

lending . Heartland’s exposure to the dairy

sector reduced to 32.8% of the total Rural

book.

Rural Direct includes Heartland’s Sheep &

Beef Direct and Dairy Direct digital platforms

which provide online finance to sheep, beef

and dairy farmers . Rural Direct Receivables

increased by $8.6 million (11.2%) from FY2022

to $84.9 million.

12 Excludes legacy Retail Mortgages .

13 Based on data from CoreLogic’s February 2023 Housing Chart Pack.

14 Based on RBNZ data on new residential mortgage lending by borrower type.

77
Over the last decade,

Heartland has helped more

than 22,000 New Zealanders

to enjoy a more comfortable

retirement by releasing equity

from their homes.

05 Financial Results
78

Australia

Australian Reverse Mortgages

Australian Reverse Mortgages NOI was $47 .3

million, an increase of $8.2 million (20.9%)

compared with FY2022 .

Australian Reverse Mortgages Receivables

increased by $263.5 million (20.7%)¹⁰ to $1.54

billion, driven primarily by:

- increased debt consolidation and cost

of living requests due to the current

economic environment

- customers seeking funds for home

improvements to ensure ageing well in

place (for a person to remain in their home

and make it more retirement-friendly as

they age)

- customers looking to enjoy retirement

with modest lifestyle spending (such as

holidays or a new car)

- targeted marketing to new and existing

customers to increase uptake and interest

at key seasonal points across the year,

leading to record settlements in key

months .

Heartland has now helped more than 26,000

Australians to live a more comfortable

retirement since 2004 . Growth is expected

to remain strong in FY2024 as ongoing

improvements and efficiencies are made

to the loan application, approval and

maintenance process .

Australian Livestock Finance

Australian Livestock Finance NOI was $31.9

million . Receivables increased $7 .7 million

(2.1%)¹⁰ from FY2022 to $380.8 million.

Subdued growth was due to macroeconomic

events affecting livestock prices and demand,

including adverse weather conditions, the

rising interest rate environment, and low

export demand with the USA drought and

China’s COVID-19 response contributing to

freezers being full around the world . This

resulted in lower dollars per head on the

balance sheet .

Despite this, the volume of livestock

financed by StockCo has increased. As at

30 June 2023, cattle transactions were up

25% compared with 30 June 2022 . Sheep

transactions were flat. This growth was

supported by increasing distribution partner

networks with consistent onboarding of new

clients and increased facility limit usage .

Demand for Australian protein, mainly beef,

is expected to increase and have a positive

effect on livestock value in FY2024 as the USA

drought breaks and their herd rebuild begins,

coupled with the Chinese Government

looking to stimulate the Chinese economy as

people return to pre-COVID-19 activities .

Processor capacity has been strained due

to a lack of skilled workers, the ongoing

impacts of COVID-19 and adverse weather

conditions . Slaughter production in 2022 was

down approximately 27% from 2021 volumes .

This is expected to improve in the first half of

FY2024 and have a positive effect on livestock

demand and value, and therefore demand

for livestock financing, as processors work

through their backlog.

Digitalisation of the direct channel

application is underway to improve efficiency

in the application process . A white label

offering is also in development to strengthen

and expand the existing distribution network,

supporting ongoing growth through FY2024 .

Funding and liquidity

Heartland increased borrowings by $456 .7

million (7.4%) from FY2022 to $6,627.4 million.

New Zealand

Heartland Bank increased borrowings by

$399.5 million (9.2%) from FY2022 to $4,746.2

million .

Deposits¹⁵ grew $533.9 million (14.8%) during

FY2023 to $4,131 .0 million, which was driven

by competitive pricing on targeted products,

including Heartland’s Notice Saver offerings

which both received Canstar New Zealand

recognition in FY2023. Heartland Bank’s

79
32-day Notice Saver won a 5-Star Rating and

the 90-day Notice Saver achieved a Rising

Star Rating with all the makings of a 5-star

account in the future . In July 2023, Heartland

Bank was awarded Canstar New Zealand’s

Bank of the Year – Savings for the sixth year

in a row. In the first and second quarters of

FY2023, Heartland Bank experienced the

highest growth rate in retail deposits of all

main and domestic banks in New Zealand.¹⁶

Notice Saver increased by $206 .1 million

(40.1%) from FY2022. Term deposits increased

by $439.6 million (20.1%), while call deposits

decreased by $111.8 million (12.5%) during

FY2023 . The call to total deposit ratio

decreased to 19% as at 30 June 2023 (30 June

2 0 2 2: 2 5%) .

Other borrowings decreased by $134 .4

million (17.9%) from FY2022, largely due to

the maturity of a $150 million retail bond, as

well as the amount drawn down in Heartland

Bank’s committed auto warehouse facility

decreasing by $40 .7 million . This was partially

offset by Heartland Bank’s issuance of $100

million of unsecured subordinated notes to

the retail market in 2H2023, which qualify as

Tier 2 capital for regulatory purposes, further

solidifying Heartland Bank’s regulatory

capital position .

Heartland Bank’s total liquidity (including

liquid assets and available committed lines)

strengthened further in FY2023, increasing

by $76.3 million (12.1%) to $704.2 million, well in

excess of regulatory minimums .

Heartland Bank’s regulatory capital ratio

increased to 14 .69% as at 30 June 2023

(30 June 2022: 13.49%). Heartland Bank

continues to operate significantly in excess

of regulatory minimums and is well positioned

to meet the RBNZ’s future higher capital

requirements . These requirements are for

a common equity tier 1 ratio of 11 .50% and a

total capital ratio of 16.00% by 1 July 2028.

Australia

Heartland Australia (comprising Heartland

Australia Holdings Pty Ltd and its

subsidiaries) increased borrowings by

A$282.0 million (23.5%) from FY2022 to

A$1,482.2 million.

A A$30 million tap issue was completed

in August 2022 and a further A$50 million

Medium Term Note (MTN) was issued in

October 2022 . Heartland Australia’s April 2023

A$120 million MTN maturity was refinanced.

The aggregate outstanding issuance under

Heartland Australia’s MTN programme was

A$240 million as at 30 June 2023 (30 June

2022: A$280 million).

The maturities of the two Reverse Mortgage

securitisation warehouses were extended

by two and three years respectively, and

aggregate senior limits were expanded by

A$100 million, providing Heartland Australia

with access to A$1.54 billion of committed

funding in aggregate . Conversations are

underway with securitisation lenders to

increase headroom in both facilities to

support continued growth experienced in the

portfolio .

StockCo Australia (comprising StockCo

Australia Management Pty Ltd, StockCo

Holdings 2 Pty Ltd and their subsidiaries)

increased borrowings by A$17.2 million (5.2%)

from FY2022 to A$346.4 million. StockCo

Australia was transferred from Heartland

to Heartland Australia Holdings Pty Ltd on 1

August 2023 .

15 Includes intercompany deposits received by Heartland Bank (30 June 2023: nil; 30 June 2022: $4.6 million).

16 Based on balance sheet data from the RBNZ.

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General Information . . . . . . . . . . . . . . . . . . . . . . . . . . .81

Auditor

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81

Other Material Matters

. . . . . . . . . . . . . . . . . . . . . . .81

Directors

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82

Directors’ Statements

. . . . . . . . . . . . . . . . . . . . . . . .83

Consolidated Statement of

Comprehensive Income

. . . . . . . . . . . . . . . . . . . . . .84

Consolidated Statement of

Changes in Equity

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85

Consolidated Statement of

Financial Position

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86

Consolidated Statement of

Cash Flows

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87

Notes to the Financial Statements

1 Financial statements

preparation

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90

Performance

2 Segmental analysis

. . . . . . . . . . . . . . . . . . . .95

3 Net interest income

. . . . . . . . . . . . . . . . . . . . 97

4 Net operating lease income

. . . . . . . . . .98

5 Other income

. . . . . . . . . . . . . . . . . . . . . . . . . . . .98

6 Operating expenses

. . . . . . . . . . . . . . . . . . .99

7 Compensation of auditor

. . . . . . . . . . . . .99

8 Impaired asset expense

. . . . . . . . . . . . .100

9 Ta x a t i o n

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

10 Earnings per share

. . . . . . . . . . . . . . . . . . . . .102

Financial Position

11 Investments

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .103

12 Derivative financial

instruments

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .104

13 Finance receivables

. . . . . . . . . . . . . . . . . . .110

14 Operating lease vehicles

. . . . . . . . . . . . .115

15 Borrowings

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .115

16 Share capital and dividends

. . . . . . . . .117

17 Other reserves

. . . . . . . . . . . . . . . . . . . . . . . . .118

18 Other balance sheet items

. . . . . . . . . .119

19 Acquisition

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123

20 Related party transactions

and balances

. . . . . . . . . . . . . . . . . . . . . . . . . . . .125

21 Fair value

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127

Risk Management

22 Enterprise risk management

. . . . . . . .133

23 Credit risk exposure

. . . . . . . . . . . . . . . . . . .137

24 Liquidity risk

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .142

25 Interest rate risk

. . . . . . . . . . . . . . . . . . . . . . . .144

Other Disclosures

26 Significant subsidiaries

. . . . . . . . . . . . . .147

27 Structured entities

. . . . . . . . . . . . . . . . . . . .147

28 Staff share ownership

arrangements

. . . . . . . . . . . . . . . . . . . . . . . . . .149

29 Securitisation, funds

management and other

fiduciary activities

. . . . . . . . . . . . . . . . . . . . .151

30 Concentrations of funding

. . . . . . . . . .151

31 Offsetting financial

instruments

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .152

32 Contingent liabilities and

commitments

. . . . . . . . . . . . . . . . . . . . . . . . . . .153

33 Events after reporting date

. . . . . . . . .153

Auditor’s Report

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154

Contents

Ngā puka kaute

Financial statements

for the year ended 30 June 2023

81
General Information

These financial statements are issued by Heartland Group Holdings Limited (HGH) and its

subsidiaries (the Group) for the year ended 30 June 2023 .

Name and address for service

The Group’s address for service is

Level 3, 35 Teed Street,

Newmarket, Auckland 1023.

Details of incorporation

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

Auditor

PricewaterhouseCoopers

PwC Tower, Level 27

15 Customs Street West

Auckland 1010

Other Material Matters

There are no material matters relating to the business or affairs of the Group that are not dis-

closed in these consolidated financial statements which, if disclosed, would materially affect the

decision of a person to subscribe for debt or equity instruments of which the Group is the issuer .

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8282

Directors

All Directors of HGH reside in New Zealand with the exception of Ellen Frances Comerford and

Geoffrey Edward Summerhayes who reside in Australia. Communications to the Directors can be

sent to Heartland Group Holdings Limited, Level 3, 35 Teed Street, Newmarket, Auckland 1023.

On 20 February 2023, Geoffrey Ricketts stepped down as Chairperson of Heartland Group

Holdings Limited and ceased directorship of Heartland Group Holdings Limited on 10 March 2023 .

The Board resolved on 23 February 2023 for Greg Tomlinson to assume the role of Chairperson .

There have been no other changes to the composition of the Board of Directors of the Group for

the year ended 30 June 2023 .

The Directors of HGH and their details at the time these financial statements were signed were:

Chair - Board of Directors

Gregory Raymond Tomlinson

Qualifications: AME

Type of Director: Non-Independent

Non-Executive Director

Occupation: Company Director

External Directorships: Alta Cable Holdings

Limited, Chippies Vineyard Limited, Indevin

Group Limited, Mountbatten Trustee Limited,

Nearco Stud Limited, Oceania Healthcare

Limited, Pelorus Finance Limited, St

Leonards Limited, Tomlinson Group Argenta

GP Limited, Tomlinson Group NZ Limited,

Tomlinson Holdings Limited, Tomlinson Group

Investments Limited, Tomlinson Ventures

Limited, Terra Vitae Vineyards Limited, Villa

Maria Estate Limited .

Ellen Frances Comerford

Qualifications: BEc

Type of Director: Independent

Non-Executive Director

Occupation: Company Director

External Directorships: Airtasker Limited,

Comerford Gohl Holdings Pty Limited, Lendi

Group Pty Ltd, IVM InterSurer B .V, Hollard

Investments B .V, Hollard Investments II BV,

Greenstone Holdco Pty Ltd .

Jeffrey Kenneth Greenslade

Qualifications: LLB

Type of Director: Non-Independent

Executive Director

Occupation: Chief Executive Officer of

Heartland Group Holdings

External Directorships: Henley Family

Investments Limited .

Kathryn Mitchell

Qualifications: BA, CMInstD

Type of Director: Independent Non-

Executive Director

Occupation: Company Director

External Directorships: Chambers@151

Limited, Christchurch International Airport

Limited, Farmright Limited, Firsttrax Limited,

Helpings Hands Holdings Limited, Link Engine

Management Limited, Morrison Horgan

Limited, The New Zealand Merino Company

Limited, The A2 Milk Company Limited.

Geoffrey Edward Summerhayes

Qualifications: BBA

Type of Director: Independent

Non-Executive Director

Occupation: Company Director

External Directorships: OnePath General

Insurance Pty Limited, Zurich Australian

Insurance Limited, Zurich Australia Limited,

Zurich Financial Services Australia Limited,

Zurich Investment Management Limited.

8383
Directors’ Statements

The consolidated financial statements are dated 28 August 2023 and have been

signed by all Directors .

G R Tomlinson (Chair)E F Comerford

J K GreensladeG E Summerhayes

K Mitchell

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The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Cons olidated Statement of Comprehensive Income

For the year ended 30 June 2023

$000’sNoteJune 2023June 2022

Interest income35 2 7,7 1 03 42 ,101

Interest expense3245,72191,959

Net interest income281,989250,142

Operating lease income45,6315,284

Operating lease expenses43,8273,383

Net operating lease income1,8041,901

Lending and credit fee income11,7539,639

Other (expense)/income5(5,742)18,933

Net operating income289,804280,615

Operating expenses6128,079116,753

Profit before impaired asset expense and income tax161,725163,862

Fair value (loss) on investments(4,488)(12,998)

Impaired asset expense823,24413,823

Profit before income tax133,993137,041

Income tax expense938,12541,916

Profit for the year95,86895,125

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss, net of

income tax:

Effective portion of change in fair value of derivative financial instruments7,11 67,0 41

Movement in fair value reserve(533)(712)

Movement in foreign currency translation reserve(6,803)2,340

Items that will not be reclassified to profit or loss, net of income tax:

Movement in fair value of equity investments at fair value through other

comprehensive income

(2,411)-

Movement in defined benefit reserve-(171)

Net loss due to wind-up of superannuation scheme-(473)

Other comprehensive income for the year, net of income tax(2,631)8,025

Total comprehensive income for the year93,237103,150

Earnings per share

Basic earnings per share1013 .96c16 .13 c

Diluted earnings per share1013 .96c16 .13 c

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

85
The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Con solidated Statement of Changes in Equity

For the year ended 30 June 2023

June 2023June 2022

$000’sNote

Share

CapitalReserves

Retained

Earnings

Total

Equity

Share

CapitalReserves

Retained

Earnings

Total

Equity

Balance at beginning of

year

599,1859,936 199,586808,707583,781(477) 178,388761,692

Total comprehensive

income for the year

Profit for the year--95,86895,868--9 5 ,1259 5 ,125

Other comprehensive

(loss)/income, net of

income tax

17-(2,631)-(2,631)-8,498(473) 8,025

Total comprehensive

income for the year

- (2,631)95,86893,237- 8,49894,652 103,150

Contributions by and

distributions to owners

Dividends paid16--(71,402)(71,402)--(73,454)(73,454)

Dividend reinvestment plan167,1 0 0--7,1 0 015,404--15,404

Transaction costs

associated with capital

raising

(3,749)--(3,749)----

Share based payments-105-105-1,915-1,915

Share issuance16197,0 0 6--197,0 0 6

Vesting of share based

payments

1 ,170(1,170)------

Total transactions with

owners

201,527(1,065)(71,402)129,06015,4041,915 (73,454)(56,135)

Balance at end of the year800,7126,240 224,0521,031,004599,1859,936 199,586808,707

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The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Consolidated Statement of Financial Position

As at 30 June 2023

$000’sNoteJune 2023June 2022

Assets

Cash and cash equivalents311,503310,758

Investments11330,240289,294

Derivative financial instruments1236,98345,221

Finance receivables134,334,2144,146,821

Finance receivables - reverse mortgages212,403,8101,996,854

Investment properties11,90311,832

Operating lease vehicles1416,96615 ,161

Right of use assets1812,31814,145

Other assets182 7,9 9 018,229

Current tax asset1,960-

Intangible assets18235,733218,874

Deferred tax asset92 1 ,10 52 3 ,074

Total assets7,744,7257,090,263

Liabilities

Deposits154,131,0253,592,508

Other borrowings152,496,3752,578,213

Derivative financial instruments127,62 46,341

Lease liabilities1814,28716,240

Tax liabilities6 ,11222,044

Trade and other payables1858,29866,210

Total liabilities6,713,7216,281,556

Net assets1,031,004808,707

Equity

Share capital16800,712599,185

Retained earnings and other reserves17230,292209,522

Total equity1,031,004808,707

87
The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2023

$000’sNoteJune 2023June 2022

Cash flows from operating activities

Interest received333,874222,894

Operating lease income received4,5713,913

Lending, credit fees and other income received6,2926 ,101

Operating inflows344,737232,908

Interest paid(193,679)(100,467)

Payments to suppliers and employees(128,195)(69,463)

Taxation paid(54,629)(32,987)

Operating outflows(376,503)(202,917)

Net cash flows (applied to)/from operating activities before changes in

operating assets and liabilities

(31,766)29,991

Proceeds from sale of operating lease vehicles4,4924,481

Purchase of operating lease vehicles(8,766)(10,758)

Net movement in finance receivables(448,210)(693,512)

Net movement in deposits526,939407,484

Net cash flows from/(applied to) operating activities

1

42,689(262,314)

Cash flows from investing activities

Purchase of property, plant and equipment and intangible assets(24,669)(9,809)

Proceeds from investment securities55,44382,945

Purchase of investment securities(95,000)-

Deposit paid for the conditional acquisition of Challenger Bank Limited(3,936)-

Purchase of equity investment(6,952)(7,414)

Purchase of investment property(71)-

Purchase of subsidiary, net of cash acquired(3,047)(159,919)

Net cash flows (applied to) investing activities(78,232)(94,197)

Cash flows from financing activities

Proceeds from wholesale funding1,264,3591,103,510

Repayment of wholesale borrowings(1,208,292)(635,371)

Proceeds from issue of unsubordinated notes87,58977,243

Repayment of unsubordinated notes(330,300)-

Proceeds from issue of subordinated notes97,9 3 4-

Dividends paid(64,303)(58,050)

Payment of lease liabilities(2,656)(2,396)

Net issue of share capital16193,364-

Total cash provided from financing activities37,695484,936

Net increase in cash held2,152128,425

Effect of exchange rates on cash and cash equivalents(1,407)-

Opening cash and cash equivalents310,758182,333

Closing cash and cash equivalents

2

311,503310,758

1 Cash flows from operating activities do not include cash flows from wholesale funding which are included as part of financing activities.

2 At 30 June 2023, the Group has $97.0 million (2022: $76.7 million) of cash held by the Trusts which may only be used for the purposes defined

in the underlying Trust documents. Refer to Note 27 - Structured entities for definition of Trusts and further details.

01

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88

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Consolidated Statement of Cash Flows (continued)

For the year ended 30 June 2023

Reconciliation of profit after tax to net cash flows from operating activities

$000’sNoteJune 2023June 2022

Profit for the year95,86895,125

Add/(less) non-cash items:

Depreciation and amortisation expense10 ,12410,691

Depreciation on lease vehicles143,4613 ,10 3

Capitalised net interest income and fee income(154,706)(113,368)

Impaired asset expense823,24413,823

Investment fair value movement6,89912,998

Deferred tax1,969(8,957)

Other non-cash items2,097(12,310)

Total non-cash items (106,912)(94,020)

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

Finance receivables(448,210)(693,512)

Operating lease vehicles(5,266)(6,277)

Other assets(2,856)(207)

Current tax (17,892)14,604

Derivative financial instruments9,521(23,214)

Deposits526,939407,484

Other liabilities(8,503)3 7,70 3

Total movements in operating assets and liabilities53,733(263,419)

Net cash flows from/(applied to) operating activities

1

42,689(262,314)

1 Cash flows from operating activities do not include cash flows from wholesale funding which are included as part of financing activities.

89
The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Consolidated Statement of Cash Flows (continued)

For the year ended 30 June 2023

Net debt reconciliation

The below table sets out net cash flow and non-cash changes in liabilities arising from financing activities.

$000’sNoteJune 2023June 2022

Balance as at beginning of year

1

2,594,4531,693,299

Proceeds from wholesale funding1,264,3591,103,510

Repayment of wholesale borrowings(1,208,292)(635,371)

Proceeds from issue of unsubordinated notes87,58977,243

Repayment of unsubordinated notes(330,300)-

Proceeds from issue of subordinated debt97,9 3 4-

Payment of lease liabilities(2,656)(2,396)

Total cash movements(91,366)542,986

Acquisition of debt from purchase of subsidiary-358,942

Capitalised interest and fee expense34,80912,630

Fair value movements(473)(11,534)

Foreign exchange and other movements(26,761)(1,870)

Total non-cash movements7,575358,168

Balance as at the end of year2,510,6622,594,453

1 Includes lease liabilities and other borrowings .

01

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90

Notes t o the Financial Statements

For the year ended 30 June 2023

1 Financial statements preparation

Reporting entity

The financial statements presented are the consolidated financial statements comprising Heartland Group

Holdings (HGH) and its subsidiaries (the Group). Refer to Note 26 – Significant subsidiaries for further details.

HGH is a company incorporated in New Zealand under the Companies Act 1993 and a Financial Market Conduct

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

Basis of preparation

The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP), the New Zealand Exchange (NZX) Main Board Listing Rules and the Australian

Securities Exchange (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 consolidated financial statements are presented in New Zealand dollars which is the Group’s functional and

presentation currency. Unless otherwise indicated, amounts are rounded to the nearest thousand dollars.

The consolidated 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

consolidated financial statements.

Certain comparative balances have been reclassified to align with the presentation used in the current financial

year. These reclassifications have no impact on the overall financial performance or financial position for the

comparative year .

Basis of measurement

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

instruments and investment properties, which are measured at their fair values as identified in the accounting

policies set out in the accompanying notes to the financial statements.

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 to, or has rights to, variable returns from

its involvement with the entities and has the ability to affect those returns through its power over the entities.

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 in a 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 average rate at the balance date .

Exchange differences are taken to the consolidated statement of comprehensive income.

91
1 Financial statements preparation (continued)

Changes in accounting standards

Accounting standards issued and effective

There have been no changes to accounting policies or new or amended standards that are issued and effective

that are expected to have a material impact on the Group .

Accounting standards issued not yet effective

Disclosure of fees for audit firms’ services (Amendments to FRS-44)

Amendments were issued to FRS-44 New Zealand Additional Disclosures (Amendments to FRS-44) that require an

entity to describe the services provided by its audit or review firm and to disclose the fees incurred by the entity for

those services using prescribed categories . These amendments apply to accounting periods beginning on or after

1 January 2024. Earlier application is permitted for accounting periods that begin before 1 January 2024 but have not

ended or do not end before 15 June 2023 . The Group has early adopted the Amendments to FRS-44 from 1 July 2022 .

Refer to Note 7 - Compensation of auditor for further details .

Climate-related standards

Climate-related disclosure standards were issued in December 2022, and took effect on 1 January 2023. These

include the Climate-related Disclosures (CS 1), Adoption of Aotearoa New Zealand Climate Standards (CS 2) and

General Requirements for Climate-related Disclosures (CS 3). The Group is a designated climate reporting entity

under the climate related disclosure regime and is required to meet its requirements effective from the financial

reporting period commencing 1 July 2023 .

Other new accounting standards, amendments to accounting standards and interpretations have been published

that are not mandatory for the 30 June 2023 reporting periods and have not been early adopted by the Group . These

standards, amendments or interpretations are not expected to have a material impact on the current or future

reporting periods .

Critical accounting estimates and judgements

The preparation of the Group’s consolidated financial statements requires the use of estimates and judgements.

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 the Group’s best estimate of future

cash repayments and proceeds from any security held or by reference to risk profile groupings, historical

loss data and forward-looking information. Refer to Note 8 - Impaired asset expense and Note 13 - Finance

receivables for further details .

• Recognition of Banking Licence intangible asset - The recognition of Banking Licence intangible asset required

judgement in determining external and internal costs directly attributable to the Group’s joint application for

an Australian Authorised Deposit-Taking Institution Licence with Challenger Bank Limited (CBL) . Judgement is

also required to determine whether such costs fulfil the definition and recognition criteria of an intangible asset.

Such costs include professional fees and costs of employee benefits arising directly from the application. Refer

to Note 18 - Other balance sheet items for further details.

• Fair value of reverse mortgages - Fair value is quantified by the transaction price. Management judgement is

applied in determining the appropriateness of the transaction price as fair value . Refer to Note 21 - Fair value for

further details .

• Goodwill - The Group carries out impairment testing annually over the carrying value of goodwill of its cash

generating units (CGUs). Uncertainty is involved in estimating fair value less cost to sell and judgement is

applied in assumptions used to determine the recoverable amount of CGU for impairment testing. Refer to Note

18 – Other balance sheet items for further details.

01

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92

1 Financial statements preparation (continued)

Critical accounting estimates and judgements (continued)

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 statements 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.

Significant events

On 20 October 2022 Heartland Group Holdings Limited entered into a conditional share purchase agreement

for the purchase of CBL from Challenger Limited for a consideration of approximately AU $36 million, subject to

adjustments for net assets delivered at completion . The share purchase agreement is subject to obtaining the

requisite regulatory approvals . A 10% deposit was paid to Challenger Limited on execution of the conditional share

purchase agreement and is recorded within other assets in the consolidated statement of financial position.

Financial assets and liabilities

Financial Assets

Financial assets are classified based on:

• The business model within which the assets are managed; and

• Whether the contractual cash flows of the instrument represent solely payment of principal and interest (SPPI) .

The Group determines the business model at the level that reflects how groups of financial assets are managed.

When assessing the business model, the Group considers factors including how performance and risks are

managed, evaluated and reported and the frequency and volume of, and reason for sales in previous periods .

Financial assets are classified into the following measurement categories:

Financial AssetsMeasurement Category Note

Bank bonds and floating rate notesFair value through other comprehensive income (FVOCI)11

Public sector securities and corporate bondsFVOCI11

Equity investmentsFair value through profit or loss (FVTPL) and FVOCI11

Finance receivables – Reverse mortgagesFVTPL21

Finance receivablesAmortised cost13

Derivative financial instrumentsFVTPL12

Financial assets measured at amortised cost

Financial assets are measured at amortised cost if they are held within a business model whose objective is

achieved through holding the financial asset to collect contractual cash flows which represent SPPI.

Financial assets at amortised cost are initially recognised at fair value and subsequently measured at amortised

cost using the effective interest rate method.

93
1 Financial statements preparation (continued)

Financial assets and liabilities (continued)

Financial Assets (continued)

Financial assets measured at FVOCI

Financial assets are measured at FVOCI if they are held within a business model whose objective is achieved both

through collecting contractual cash flows which represent SPPI or selling the financial asset.

Financial assets at FVOCI are measured at fair value with unrealised gains and losses recognised in other

comprehensive income except for interest income, impairment charges and foreign exchange gains and losses,

which are recognised in profit or loss.

Financial assets measured at FVTPL

Financial assets are measured at FVTPL if:

• they are held within a business model whose objective is achieved through selling or repurchasing the financial

asset in the near term, or forms part of a portfolio of financial instruments that are managed together and for

which there is evidence of short-term profit taking; or

• the contractual cash flows of the financial asset do not represent SPPI on the principal balance outstanding; or

• they are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch .

Financial assets at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or

loss .

Financial Liabilities

Financial liabilities are classified into the following measurement categories:

• those to be measured at amortised cost;

• those to be measured at FVTPL .

Financial liabilities measured at amortised cost

Financial liabilities are measured at amortised cost if they are not held for trading or designated at FVTPL .

Financial liabilities measured at amortised cost are accounted for using the effective interest rate method.

Financial liabilities measured at FVTPL

Financial liabilities are measured at FVTPL if:

• they are held for trading whose principal objective is achieved through selling or repurchasing the financial

liability in the near term, or forms part of a portfolio of financial instruments that are managed together and for

which there is evidence of short-term profit taking; or

• they are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch .

Financial liabilities at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or

loss .

Further details of the accounting policy for each category of financial asset or financial liability mentioned above is

set out in the note for the relevant item .

The Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 21 -

Fair value .

01

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94

1 Financial statements preparation (continued)

Financial assets and liabilities (continued)

Financial liabilities (continued)

Recognition

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 FVTPL) are initially recognised on the

trade date at which the Group becomes a party to the contractual provisions of the instrument .

Derecognition

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.

The Group enters into transactions whereby it transfers assets recognised on its consolidated 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

consolidated 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 .

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires . Where an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, the exchange or modification is treated as a derecognition of the original

liability and the recognition of a new liability, with the difference in the respective carrying amounts recognised in

profit or loss.

95
Performance

2 Segmental analysis

Segment information is presented in respect of the Group’s operating segments which are consistent with those

used for the Group’s management and internal reporting structure .

An operating segment is a component of an entity engaging in business activities and whose operating results

are regularly reviewed by the Group’s chief operating decision maker (CODM) . The CODM, who is responsible for

allocating resources and assessing performance of the Group, has been identified as the Group’s Chief Executive

Officer (CEO) and direct reports .

The Group operates within New Zealand and Australia and comprises the following main operating segments:

Operating segments – New Zealand

Motor Motor vehicle finance.

Reverse mortgages Reverse mortgage lending .

Personal lending Transactional, home loans and personal loans to individuals .

Business Term debt, plant and equipment finance, commercial mortgage lending and working

capital solutions for small-to-medium sized businesses .

Rural 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 .

Operating segments - Australia

StockCo Australia Specialising in livestock finance within Australia. This segment was acquired through the

acquisition of StockCo Holdings 2 Pty Ltd and StockCo Australia Management Pty Ltd on 31

May 2022 . One month of income and expenses are recognised in this segment for the year

ended 30 June 2022 .

Australia 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 . Finance receivables are allocated across the operating segments . Other

assets and liabilities are managed centrally and therefore are not allocated across the operating segments . The

Group does not rely on any single major customer for its revenue base .

01

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96

2 Segmental analysis (continued)

$000’sMotor

Reverse

Mortgages

Personal


LendingBusinessRural

StockCo

AustraliaAustraliaOtherTotal

June 2023

Net interest income60,68139,6969,54871,63033,52231,8734 3 ,411(8,372)281,989

Lending and credit fee

income

2,0342,6714472,278292-4,031-11,753

Net other income/

(ex p e n s e)

1,485-9359913982(42) (7,707)(3,938)

Net operating income/

(expense)

64,20042,36710,93074,899 34,21231,87547,400(16,079)289,804

Operating expenses4 ,14 04,9296,4619,387 3,0688,90913,04378,142128,079

Profit/(loss) before

impaired asset expense

and income tax

60,06037,4384,46965,51231,144 22,96634,357(94,221)161,725

Fair value (loss) on

investments

-------(4,488)(4,488)

Impaired asset expense10,911-3 ,19 58,156630103249-23,244

Profit/(loss) before

income tax

49,14937,4381,274 57,356 30,514 22,86334,108 (98,709)133,993

Income tax expense-------38,12538,125

Profit/(loss) for the

year

49,14937,4381,274 57,356 30,514 22,86334,108 (136,834)95,868

Total assets1,563,939888,600358,572 1,356,913712,596374,193 1,520,437969,4757,744,725

Total liabilities6,713,721

June 2022

Net interest income69,73029,95710,28770,60229,4601,889 38,662(445)25 0 ,142

Lending and credit fee

income

1,5822,5833642,145269-2,5831139,639

Net other income1,74 4-1,198534472310716,77620,834

Net operating income73,05632,54011,84973,281 30,2011,89241,35216,444280,615

Operating expenses3,7924,4856,4199,358 3,0381,69211,28676,683116,753

Profit/(loss) before

impaired asset expense

and income tax

69,26428,0555,430 63,92327,16320030,066(60,239)163,862

Fair value (loss) on

investments

-------(12,998)(12,998)

Impaired asset expense/

(benefit)

1,481-(877)11,8312,256(291)(577)-13,823

Profit/(loss) before

income tax

67,78328,0556,307 52,092 24,907491 30,643(73,237)137,041

Income tax expense-------41,91641,916

Profit/(loss) for the

year

67,78328,0556,307 52,092 24,907491 30,643(115,153)95,125

Total assets1,382,367721,264332,783 1,387,352687,232372,172 1,288,494918,599 7,090,263

Total liabilities6,281,556

97
3 Net interest income

Policy

Interest income and expense on financial instruments is measured using the effective interest rate method

that discounts the financial instruments’ future cash flows to their present value and allocates the interest

income or expense over the life of the financial instrument. The effective interest rate is established on initial

recognition of the financial assets or liabilities and is not subsequently revised. For financial instruments at

amortised cost, the calculation of the effective interest rate includes all yield related fees and commissions paid

or received that are an integral part of the underlying financial instrument.

Interest income is calculated based on the gross carrying amount of financial assets in stages 1 and 2 of the

Group’s expected credit losses (ECL) model and on the carrying amount net of the provision for ECL for financial

assets in stage 3. For financial instruments measured at FVTPL, interest is not calculated under the effective

interest rate method .

$000’sJune 2023June 2022

Interest income

Cash and cash equivalents10,906811

Investments5,0815 ,15 6

Finance receivables335,070236,916

Finance receivables - reverse mortgages176,65399,218

Total interest income

1

527,710342,101

Interest expense

Deposits148,05445,717

Other borrowings117,7 744 6 ,110

Net interest (income)/expense on derivative financial instruments(20,107)132

Total interest expense²245,72191,959

Net interest income281,98925 0 ,142

1 Cash and cash equivalents and Finance receivables are measured at amortised cost . Investments are measured at FVOCI . Total interest

income derived from these financial assets is calculated using the effective interest rate method. Finance receivables - reverse mortgages

are measured at FVTPL .

2 Deposits and Other borrowings are measured at amortised cost, therefore interest expense incurred on these financial liabilities is

calculated using the effective interest rate method. Net interest expense on derivative financial instruments is not calculated using the

effective interest rate method as they are measured at FVTPL.

01

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05 Financial Results
98

4 Net operating lease income

Policy

As a lessor, the Group retains substantially all the risks and rewards incidental to ownership of the assets and

therefore, classifies the leases as operating leases. Rental income and expense from operating leases are

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 2023June 2022

Operating lease income

Lease income4,6394 ,161

Gain on disposal of lease assets9921 ,12 3

Total operating lease income5,6315,284

Operating lease expense

Depreciation on lease assets3,4613 ,10 3

Direct lease costs366280

Total operating lease expense3,8273,383

Net operating lease income1,8041,901

5 Other income

Policy

Rental income from investment properties

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

lease .

Insurance income

Insurance premium income and commission expense are recognised in profit or loss from the date of

attachment of the risk over the period of the insurance contract. Claim expense is recognised in the profit or loss

on an accrual basis once our liability to the policyholder has been confirmed under the terms of the contract.

Fair value gain or loss on derivative financial instruments

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 and changes

in the fair value of any derivatives not designated in a hedge relationship are recognised immediately in the

consolidated statement of comprehensive income and disclosed within Other income . Refer to Note 12 -

Derivative financial instruments for further details.

$000’sJune 2023June 2022

Rental income from investment properties1,064833

Insurance income

1

756664

Other income624703

Fair value (loss)/gain on derivative financial instruments(8,237)16,723

Foreign exchange gain5110

Total other income(5,742)18,933

1 Insurance income includes net income from Marac Insurance Limited (MIL), a subsidiary of Heartland Bank Limited (HBL) . MIL ceased writing

insurance policies in 2020 with the periodic policies expected to expire in 2025 .

99
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 a liability is incurred .

$000’sJune 2023June 2022

Personnel expenses

1

66,98961 ,152

Directors' fees1,4511 ,149

Superannuation1,7721,530

Depreciation - property, plant and equipment1,9042,459

Legal and professional fees

2

4,6424,094

Advertising and public relations3,0894,510

Depreciation - right of use asset2,5392,310

Technology services10,2969 ,3 74

Telecommunications, stationery and postage1,9481,723

Customer administration costs9,8147,058

Customer onboarding costs2,7652,533

Occupancy costs1,7411,476

Amortisation of intangible assets5,6815,922

Other operating expenses13,44811,463

Total operating expenses128,079116,753

1 Excludes certain personnel expenses directly incurred in acquiring and developing software and capitalised as part of specific application

software .

2 Legal and professional fees include compensation of auditor which is disclosed in Note 7 - Compensation of auditor .

7 Compensation of auditor

In accordance with the Amendments to FRS-44, adopted by the Group from 1 July 2022, the Group is required to

disclose the fees incurred for services received from its audit or review firm, with a description of each service,

including audit or review of the financial statements. Other services performed during the reporting period are

required to be disclosed using the following categories:

• audit or review related services;

• other assurance services and other agreed-upon procedures engagements;

• taxation services and;

• other services .

In accordance with the Group’s external auditor independence policy, it is prohibited for the external auditor’s firm

to perform tax compliance work. It is also the Group’s policy to engage the external auditor’s firm on assignments

additional to its statutory audit duties only if they are not perceived to be in conflict with the role of external auditor.

All services are pre-approved by the Board Audit and Risk Committee.

The fees payable to the current auditor, PricewaterhouseCoopers New Zealand (PwC NZ) and to the predecessor

auditor, KPMG are outlined in the below table:

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05 Financial Results
100

7 Compensation of auditor (continued)

$000’sJune 2023June 2022

Fees paid to current auditor - PwC NZ

Audit and review of financial statements¹1,046-

Other assurance and agreed-upon procedure services paid to auditor²89

Taxation services paid to auditor³54

Other services paid to auditor⁴33-

Total compensation paid to PwC NZ1,222-

Fees paid to predecessor auditor - KPMG

Audit and review of financial statements¹40879

Other assurance and agreed upon-procedure services paid to auditor²-103

Total compensation paid to KPMG40982

Total compensation of auditor1,262982

1 Audit and review of the financial statements includes fees paid for both the audit of the annual financial statements and review of interim

financial statements.

2 Other assurance related services paid to the auditor comprise reasonable assurance engagement for insurance solvency return, trust deed

reporting, supervisor and registry audits, Economic and Financial Statistics (EFS) regulatory reporting engagement, Australian Financial

Service Licence (AFSL) assurance engagement and agreed-upon procedures .

3 PwC Australia was engaged to carry out tax work in respect of Stockco Australia’s 30 June 2022 tax returns prior to the appointment of PwC NZ.

4 Other non-assurance services paid to PwC relates to actuarial services for reverse mortgages for HBL carried out by PwC NZ prior to the

appointment as external auditors and fees for executive reward survey report .

8 Impaired asset expense

$000’sJune 2023June 2022

Individually impaired asset expense13,01010,783

Collectively impaired asset expense12,7946,396

Total impaired asset expense excluding recovery of amounts


previously written off

25,80417,179

Recovery of amounts previously written off to the income statement(2,560)(3,356)

Total impaired asset expense23,24413,823

Refer to Note – 13 Finance receivables for provision for impairment details .

101
9 Taxation

Policy

Income tax

Income tax expense for the year comprises current tax and movements in deferred tax balances, including any

adjustment required for prior years’ tax expense. Income tax expense is recognised in profit and loss except

to the extent that 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 payable or receivable on the taxable income for the year, using tax rates enacted

or substantively enacted at the reporting date, and any adjustment to the tax payable or receivable in respect of

previous years . Current tax for current and prior years is recognised as a liability (or asset) to the extent that it 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. A deferred tax asset is recognised only to the extent that it is probable that a future taxable profit will

be available to realise the asset .

Goods and services tax (GST)


Revenues, expenses and assets are recognised net 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 an expense or, if relevant, as part of the cost of acquisition of an asset .

Income tax expense

$000’sJune 2023June 2022

Income tax recognised in profit or loss

Current tax

Current year3 7,1 5946,239

Adjustments for prior year(1,556)(760)

Tax at other rates554486

Deferred tax

Current year1,457(3,750)

Adjustments for prior year304(282)

Tax at other rates207(17)

Total income tax expense recognised in profit or loss38,12541,916

Income tax recognised in other comprehensive income

Current tax

Investment securities at fair value in fair value reserve(246)(5,271)

Fair value movements in derivatives held in cash flow hedge reserve2,4187,74 3

Total income tax expense recognised in other comprehensive income2,1722,472

Reconciliation of effective tax rate

Profit before income tax133,993137,041

Tax at the local income tax rate (NZ: 28%, Australia: 30%)38,17538,841

Adjusted tax effect of items not deductible1,2024 ,117

Adjustments for prior year(1,252)(1,042)

Total income tax expense38,12541,916

01

02

03

05

06

04

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102

9 Taxation (continued)

Deferred tax assets comprise the following temporary differences:

$000’sJune 2023June 2022

Employee expenses2,5162 ,169

Share Based payment1,0691,039

Provision for impairment14,95814,649

Intangibles and property plant and equipment(1,529)(2,968)

Deferred acquisition costs(55)(196)

Operating lease vehicles451680

Deferred income(6,938)(4,786)

Prior year tax loss8,5409,362

Deductible prior year expense593603

Other temporary differences1,5002,522

Total deferred tax assets21,10523,074

Opening balance of deferred tax assets23,07414,117

Movement recognised in profit or loss(1,969)4,084

Transfer on acquisition of business-4,873

Closing balance of deferred tax assets21,10523,074

Imputation credit account

$000’sJune 2023June 2022

Imputation credits available for use in subsequent reporting periods37,78519 ,114

10 Earnings Per Share

June 2023June 2022

Earnings Per

Share


Cents

Net Profit

Af t e r Ta x

$000’s

Weighted

Average No.

of Shares

000’s

Earnings Per

Share

Cents

Net Profit

Af t e r Ta x

$000’s

Weighted

Average No.

of Shares

000’s

Basic earnings13 .9695,868686,78116 .139 5 ,125589,771

Diluted earnings13 .9695,868686,78116 .139 5 ,125589,771

103
Financial Position

11 Investments

Policy

Investments are classified into one of the following categories:

Fair value through profit or loss


Investments under this category include equity investments and are measured at fair value plus transaction

costs. Changes in fair value of these investments are recognised in profit or loss in the period in which they

occur .

Fair value through other comprehensive income


Investments under this category include bank bonds, floating rate notes, public securities, corporate bonds and

equity investments where the Group have irrevocably elected at initial recognition to measure at FVOCI . These

are initially measured at fair value, including transaction costs, and subsequently carried at fair value . Changes

in fair value of these investments are recognised in other comprehensive income and presented within the fair

value reserve .

Amortised cost


Investments under this category include bank deposits and are measured using effective interest rate method.

They are held to collect contractual cash flows that are solely payments of principal and interest on the principal

amount outstanding .

$000’sJune 2023June 2022

Bank deposits, bank bonds and floating rate notes305,310261,259

Public sector securities and corporate bonds9,88212,953

Equity investments15,04815,082

Total investments330,240289,294

Refer to Note 21 - Fair value for details of the split between investments measured at fair value through profit or loss,

fair value through other comprehensive income and amortised cost .

01

02

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05

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104

12 Derivative financial instruments

Policy

The Group uses derivatives for risk management purposes. Derivatives held for risk management purposes are

placed into hedges that either meet hedge accounting requirements, or economic hedges not placed into an

accounting hedge relationship .

Derivatives are recognised at their fair value, with the derivatives being carried as assets when their fair value is

positive and as liabilities when their fair value is negative .

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.

Derivative instruments that do not qualify for hedge accounting are held as economic hedges . Changes in the

fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in

the consolidated statement of comprehensive income and disclosed within Other income .

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 on an on-going basis to ensure the hedge is effective and

consistent with the originally documented risk management strategy, and

• the instruments or counterparty must be a third 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 in 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 through profit or loss alongside any changes in the fair value of the

hedged asset or liability that are attributable to the hedged risk.

Where the hedged item is carried at amortised cost, 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 carried at amortised cost 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 a hedged item carried at amortised cost 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 .

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 on an on-going basis to ensure the hedge is effective and

consistent with the originally documented risk management strategy, and

• the instruments or counterparty must be a third party external to the Group .

105
12 Derivative financial instruments (continued)

Cash flow hedge accounting (continued)

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 in 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 .

Net investment hedge

The Group held investments in foreign operations, where changes in net assets resulting from changes in

foreign currency rate were recognised in the foreign currency translation reserve .

Where the Group hedges the currency translation risk arising from net investments in foreign operations, the

gains and losses on the hedging instruments are also reflected in other comprehensive income to the extent

the hedge is effective. When all or part of a foreign operation is disposed, the cumulative value of the exchange

differences is recognised in profit or loss.

The Group actively manages interest rate risk by entering into derivative contracts to hedge against movements

in interest rates. As permitted by NZ IFRS 9, the Group has elected to continue to apply the hedge accounting

requirements of NZ IAS 39.

The Group’s approach to managing market risk, including interest rate risk, is disclosed in Note 25 – Interest rate risk.

The Group actively manages residual interest rate risk from the net exposure of its underlying assets and liabilities,

associated with the mismatch of the interest rate repricing profiles of its interest earning assets and interest

bearing liabilities, by entering into interest rate swaps to hedge against movements in interest rates .

Interest rate swaps are bilateral derivative contracts with commitments to exchange one set of cash flows for

another resulting in an economic exchange of interest rates (for example, fixed rate for floating rate) without

exchange of principal . Interest rate swap notional values indicate the volume of transactions outstanding at the

end of the financial year and provide basis for comparison with instruments recognised on the balance sheet but do

not necessarily indicate the amounts of future cash flows involved, therefore don’t indicate the Group’s exposure

to credit or market risks. The fair values of derivative instruments and their notional values are set out in the below

table .

01

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106

12 Derivative financial instruments (continued)

June 2023June 2022

$000’s

Notional

Principal

Fair Value

Assets

Fair Value

Liabilities

Notional

Principal

Fair Value

Assets

Fair Value

Liabilities

Interest rate related contracts

Held as economic hedges260,6506,539-619,00517,8471,543

Designated as cash flow hedges850,06815,3989413 2 7,6 3 68,678-

Designated as fair value hedges543,20015,0456,683549,20018,6964,798

Interest rate swaps1,653,91836,9827,6241,495,84145,2216,341

Foreign currency related contracts

Held as economic hedges1681-786--

FX Forwards1681-786--

Total derivative financial

instruments

1,654,08636,9837,6241,496,62745,2216,341

Micro cash flow hedge accounting is applied to interest rate swaps designated as hedges of the Group’s floating

rate domestic borrowings and deposits by using ‘receive floating / pay fixed’ interest rate swaps to fix the cost of

floating interest rate borrowings and deposits.

Micro fair value hedge accounting is applied to receive fixed interest rate swaps designated as hedges of interest

rate risk arising from fixed-rate subordinated notes and retail bond, and to pay fixed interest rate swaps designated

as hedges of interest rate risk arising from fixed-rate investment securities.

The Group determines whether an economic relationship between the hedged item and the hedging instrument

exists based on an assessment of the qualitative characteristics of this hedged item and the hedged risk,

supported by quantitative analysis . Close alignment of the critical terms of the hedged item and hedging

instrument is also considered a strong indication of the presence of an economic relationship by the Group .

The Group establishes a hedge ratio by aligning the par amount of the exposure to be hedged and the notional

amount of the interest rate swap designated as a hedging instrument .

Retrospective testing for each reporting period uses a regression model, which compares the change in the fair

value of the hedged item and the change in the fair value of the hedging instrument . For a hedge to be deemed

effective, the change in fair values should be within 80% and 125% of each other. Should the result fall outside this

range the hedge would be deemed ineffective and recognised immediately through the income statement in line

with each hedge relationship policy above .

107
12 Derivative financial instruments (continued)

The hedge relationship is reviewed on a monthly basis and the hedging instruments and hedged items are de-

designated and re-designated, if necessary, based on the effectiveness test results and changes in the hedged

exposure .

Hedge ineffectiveness may arise from timing difference on repricing between the hedged item and the hedging

instrument, difference in timing of their cash flows, or due to changes in the counterparties’ credit risk affecting the

fair value of hedging instruments .

The following table shows the maturity and interest rate risk profiles of the interest rate swaps as hedging

instruments in continuing fair value and cash flow hedge relationships.

$000’s

0-6

Months

6-12

Months

1-2

Years

2-5

Years

5+

YearsTotal

June 2023

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts-20,000295,000535,068-850,068

Average interest rate-4 .22%3.78%4 .00%-

Fair value hedge relationships

Pay fixed

Nominal amounts54,70038,00060,000160,4005 ,10 0318,200

Average interest rate1 .17%0 .77%0.88%3 .06%1 .51%

Receive fixed

Nominal amounts-125,000-100,000-225,000

Average interest rate-1.78%-4 .30%-

Total interest rate risk nominal

amount

54,700183,000355,000795,4685,100 1,393,268

01

02

03

05

06

04

05 Financial Results
108

12 Derivative financial instruments (continued)

$000’s

0-6

Months

6-12

Months

1-2

Years

2-5

Years

5+

YearsTotal

June 2022

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts-8,8455,528313,263-3 2 7,6 3 6

Average interest rate-0 .20%0 .37%2 .47%-

Fair value hedge relationships

Pay fixed

Nominal amounts20,00031,00092,700115,40015 ,10 0274 ,2 0 0

Average interest rate1 .20%0.81%1 .00%0.84%1 .45%

Receive fixed

Nominal amounts150,000-125,000--275,000

Average interest rate4 .50%-1.78%--

Total interest rate risk nominal amount170,00039,845223,228428,66315,100876,836

The following table sets out the accumulated fair value adjustments arising from the corresponding fair value

hedge relationships and the outcome of the changes in fair value of the hedged item as well as the hedging

instruments used as the basis for recognising effectiveness.

As at 30 June 2023

For the year ended

30 June 2023

$000’s

Carrying


value

Accumulated amount

of fair value hedge

adjustment

Hedge ineffectiveness

gain/(loss) recognised

in income statement

Interest rate risk

Investments290,723(14,893)2,620

Other borrowings(219,959)5,331473

Total70,764(9,562)3,093

Interest rate swaps8,3628,362(3,133)

Hedge ineffectiveness of financial

instruments recognised in other income

(40)

109
12 Derivative financial instruments (continued)

As at 30 June 2022

For the year ended


30 June 2022

$000’s

Carrying


value

Accumulated amount

of fair value hedge

adjustment

Hedge ineffectiveness

gain/(loss) recognised

in income statement

Interest rate risk

Investments262,314(16,914)(14,793)

Other borrowings(272,983)4,85811,543

Total(10,669)(12,056)(3,250)

Interest rate swaps13,89813,8983,295

Hedge ineffectiveness of financial

instruments recognised in other income

45

The accumulated amount of fair value hedge adjustments included in the carrying amount of hedged items that

have ceased to be adjusted for hedging gains and losses is nil (2022: nil).

The balance of the cash flow hedge reserve, amounts recognised in the reserve, and amounts transferred out of

the reserve are shown in the following table .

June 2023June 2022

$000’s

Cash flow


hedge

reserveFCTR¹

Cash flow

hedge

reserveFCTR¹

Cash flow hedges

Balance at beginning of year7,9 59-918-

Transferred to the income statement(1,771)-(641)-

Net gains from change in fair value11,305-10 ,74 3-

Net movement before tax9,534-10,102-

Tax on net movement in cash flow hedge reserve(2,418)-(3,061)-

Balance at end of year15,075-7,959-

Net investment hedge-2,537--

1 Represents the accumulated effective amount of the hedging instrument deferred to Foreign currency translation reserve (FCTR) and is

related to hedge relationship for which hedge accounting is no longer applied .

During the year ended 30 June 2023, a gain of $0.7 million was recognised in fair value gain on derivative financial

instruments in the consolidated statement of comprehensive income related to hedge ineffectiveness from cash

flow hedge relationships (2022: nil).

There were no transactions for which cash flow hedge accounting had to be ceased as a result of the highly

probable cash flows no longer being expected to occur (2022: nil).

There are $10.1 million (2022: $1.6 million) of balances recognised in the cash flow hedge reserve for which hedge

accounting is no longer applied on the basis that the associated variable cash flows are still expected to occur over

the lifetime of the original hedge relationships. The associated cash flow hedge reserve is being released over the

period of the original hedge relationship which has since been de-designated .

01

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110

13 Finance receivables

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 rate method. Lending fees not directly

related to the origination of a loan are recognised over the period of service .

$000’sJune 2023June 2022

Gross finance receivables at amortised cost4,387,4804,198,826

Less provision for impairment(53,266)(52,005)

Net finance receivables at amortised cost4,334,2144,146,821

111
13 Finance receivables (continued)

Policy

Impairment of finance receivables

At each reporting date, the Group applies a three-stage approach to measuring expected credit losses (ECL)

of finance receivables not carried at fair value. The ECL model assesses whether there has been a significant

increase in credit risk since initial recognition.

Exposures are assessed on a collective basis in each stage unless there is sufficient evidence that one or more

events associated with an exposure could have a detrimental impact on estimated future cash flows. Where

such evidence exists, the exposure is assessed on an individual basis .

For the purposes of a collective evaluation of impairment, finance receivables are grouped based on shared

credit risk characteristics, credit risk ratings, contractual term, date of initial recognition, remaining term to

maturity, customer type and other relevant factors .

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 required, based on events that are possible

in the next 12 months .

Assets may migrate between 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 finance receivables 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, are considered to be in default or otherwise credit impaired .

Credit quality of financial assets

The Group internally computes probability of default using historical default data, to assess the potential risk of

default of the lending, or other financial services products, provided to counterparties or customers. The Group

has defined counterparty probabilities of default across consumer, retail, business and rural portfolios.

The Group considers a receivable to be in default when contractual payments are 90 days or more past due,

or when it is considered unlikely that the credit obligation to the Group will be paid in full without recourse to

actions, such as realisation of security .

Finance receivables are written off against the related impairment allowance when there is no reasonable

expectation of recovery. Any recoveries of amounts previously written off are credited to credit impairment

expense in profit or loss.

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 .

01

02

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06

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112

13 Finance receivables (continued)

Policy (continued)

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 .

For assets that are individually assessed for ECL, the allowance for ECL is calculated directly as the difference

between the defaulted assets carrying value and the recoverable amount (being the present value of expected

future cash flows, including cashflows from the realisation of collateral or guarantees, where applicable).

Modification of contractual cash flows

The Group sometimes modifies the terms of loans provided to customers due to commercial renegotiations, or

for distressed loans, with a view to maximising recovery .

Such restructuring activities include extended payment term arrangements, payment holidays and payment

forgiveness . Restructuring policies and practices are based on indicators or criteria which, in the judgement of

management, indicate that payment will most likely continue. These policies are kept under continuous review.

Restructuring is most commonly applied to term loans .

Information is not presented in respect of other financial assets or credit related contingent liabilities as the related

allowances for ECL are not material to the Group .

The Group’s models for estimating ECL for each of its portfolios are based on the historic credit experience of

those portfolios . The models assume that economic conditions remain static over time . If the Group forecasts that

economic conditions may change in the foreseeable future, the Group applies judgement to determine whether

the modelled output should be subject to an economic overlay . Judgement is required to establish clear correlation

between key economic indicators and the credit performance of the Group’s unique portfolios.

The most significant and judgemental provision for impairment is on motor vehicle lending with a collective ECL

of $15.1 million at 30 June 2023 (2022: $9.5 million). There are fewer judgements on the other remaining lending

portfolios .

The motor vehicle lending impairment allowance is sensitive to changes in the level of unemployment . The modelled

provision for motor vehicle lending is a probability weighted estimate based on three scenarios . The forecast of

unemployment across all three scenarios uses consensus external data obtained from external economic experts .

The forecast assumes the following for unemployment for all three scenarios:

202420252026

Upside4 .00%4.80%4 .40%

Central4 .60%5 .20%5 .00%

Downside5 .96%6 .13%5 .70%

The probability weights assigned to each scenario are based on management’s estimate of their relative likelihood.

The following table indicates the weightings applied by the Group as at 30 June 2023:

Upside 15%

Central 50%

Downside 35%

The following sensitivity table shows the provision for impairment based on the probability weighted scenarios

and what the impairment allowance for motor vehicle lending would be assuming a 100% weighting is applied to the

three scenarios with all other assumptions held constant .

Reported probability weighted impairment allowance $15 .1 million

100% Upside $9.7 million

100% Central $12 .4 million

100% Downside $21 .2 million

113
13 Finance receivables (continued)

The following table details the movement from the opening balance to the closing balance of the provision for

impairment losses by class .

Collectively Assessed

Individually

AssessedTotal$000’sStage 1Stage 2Stage 3

June 2023

Impairment allowance as at 30 June 202220,2561,95814,60215,18952,005

Changes in loss allowance

Transfer between stages¹(8,226)(3,864)3,7588,332-

New and increased provision (net of provision

releases)¹

9834,36915 ,7 744,67825,804

Credit impairment charge

(7,243)50519,53213,01025,804

Write-offs--(12,612)(11,904)(24,516)

Effect of changes in foreign exchange rate(4)-(23)-(27)

Impairment allowance as at 30 June 2023

13,0092,46321,49916,29553,266

June 2022

Impairment allowance as at 30 June 202126,8072,42716,8247,62953,687

Changes in loss allowance

Transfer between stages¹(3,909)(2,556)1,1895,276-

New and increased provision (net of provision

releases)¹

(3,666)2,08313,2555,50717,179

Credit impairment charge

(7,575)(473)14,44410,78317,179

Write-offs--(16,666)(3,411)(20,077)

Effect of changes in foreign exchange rate324--36

Acquisition of portfolio992--1881,180

Impairment allowance as at 30 June 2022

20,2561,95814,60215,18952,005

1 The increase in provision when a loan moves to a higher stage is included in New and increased provision (net of provision releases) in

the higher stage to which the loan moved . The decrease in provision when a loan moves to a lower stage is included in New and increased

provision (net of provision releases) in the higher stage from which the loan moved .

01

02

03

05

06

04

05 Financial Results
114

13 Finance receivables (continued)

Impact of changes in gross finance receivables held at amortised cost on allowance for ECL

Collectively Assessed

Individually

AssessedTotal$000’sStage 1Stage 2Stage 3

30 June 2023

Gross finance receivables as at 30 June 20223,967,917118,4244 6 ,11466,3714,198,826

Transfer between stages(237,955)161,60564,62711,723-

Additions1,412,648--9,3261,421,974

Deletions(1,072,012)(97,559)(17,068)(15,194)(1,201,833)

Write-offs--(12,379)(19,108)(31,487)

Gross finance receivables as at 30 June 20234,070,598182,47081,29453,118 4,387,480

30 June 2022

Gross finance receivables as at 30 June 20213,092,653165,79345,56438,1433,342,153

Transfer between stages(112,179)25,53231,25355,394-

Additions2,433,553--3 ,19 02,436,743

Deletions(1,446,110)(72,901)(12,782)(26,945)(1,558,738)

Write-offs--(17,921)(3,411)(21,332)

Gross finance receivables as at 30 June 20223,967,917118,42446,11466,3714,198,826

Impact of changes in gross exposures on loss allowances

Overall credit impairment provisions increased by $1.3 million (2.4%) for the year ended 30 June 2023, mainly due to

increase in gross receivables of $188.7 million (4.5%) and movement of exposures into more advanced stages. This

is offset by the release of provisions previously held against assets written off during the year as well as reduction in

loss given default from more effective arrears management.

As at 30 June 2023, there were nil undrawn lending commitments available to counterparties for whom drawn

balances are classified as individually impaired (2022: $0.003 million).

(a) Assets under administration

As at 30 June 2023, the contractual amount outstanding on loans to customers written off during the year and are

still subject to enforcement activity was nil (2022: nil).

115
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 useful 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 2023June 2022

Cost

Opening balance20,45016 ,114

Additions8,76610,758

Disposals(6,303)(6,422)

Closing balance22,91320,450

Accumulated depreciation

Opening balance5,2895,249

Depreciation charge for the year3,4613 ,10 3

Disposals(2,803)(3,063)

Closing balance5,9475,289

Opening net book value15 ,16110,865

Closing net book value16,96615,161

The future minimum lease payments receivable under operating leases not later than one year is $4.086 million (2022:

$3.057 million), within one to five years is $7.598 million (2022: $6.465 million) and over five years is nil (2022: 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.

The Group hedges interest rate risk on certain debt issues. When fair value hedge accounting is applied to fixed

rate debt issues, the carrying values are adjusted for changes in fair value related to the hedged risks.

$000’sJune 2023June 2022

Deposits4,131,0253,592,508

Total borrowings related to deposits4,131,0253,592,508

Unsubordinated notes385,482636,407

Subordinated notes97,7 9 4-

Securitised borrowings1,713,7371,559,108

Certificate of deposit148,110198,715

Bank borrowings131,248173,982

Money market borrowings20,00410,001

Total other borrowings2,496,3752,578,213

Total deposits and other borrowings6,627,4006,170,721

Due within one year4,731,3884,174,630

Due more than one year1,896,0121,996,091

Total deposits and other borrowings6,627,4006,170,721

Deposits and unsubordinated notes rank equally and are unsecured.

01

02

03

05

06

04

05 Financial Results
116

15 Borrowings (continued)

Unsubordinated notes

Unsubordinated notes include short and long-term retail bonds and medium term notes. Medium term notes are

issued pursuant to the terms of the Guarantee Deed Poll dated 15 February 2019 . Medium term notes are issued in

Australian dollars to eligible non-retail investors in compliance with applicable law .

The Group has the following unsubordinated notes on issue at balance sheet date .

Retail bonds and medium term notes

$000’s

Frequency of

interest repaymentJune 2023June 2022Maturity Date

NZ$150 millionSemi-annually-145,14221 September 2022

AU $47 millionMonthly-52,3626 October 2022

AU $45 millionQuarterly-49,97621 April 2023

AU $75 millionQuarterly-83,31822 April 2023

NZ $125 millionSemi-annually122,165127,84112 April 2024

AU $45 millionQuarterly49,47150,0039 July 2024

AU $30 millionQuarterly32,585-9 July 2024

AU $115 millionQuarterly125,92512 7,76 513 May 2025

AU $50 millionQuarterly55,336-5 October 2027

Total retail bonds and medium term notes385,482636,407

Subordinated notes

On 28 April 2023, HBL, a subsidiary of the Group, issued $100 million of subordinated unsecured notes

(Subordinated notes) to New Zealand investors and certain overseas institutional investors pursuant to the terms

of the Subordinated Unsecured Notes Deed Poll in accordance with the laws of New Zealand. Subordinated notes

are treated as Tier 2 capital under HBL regulatory capital requirements and will mature on 28 April 2033.

Interest payable

The interest rate is a fixed rate of 7.51% for a period of 5 years until 28 April 2028, after which it will reset to quarterly

floating rate equal to the sum of the applicable 3-month Bank Bill Rate plus 3.2% Issue Margin. The quarterly

payment of interest in respect of the subordinated notes are subject to HBL being solvent at the time of, and

immediately following the interest payment .

Early Redemption

HBL may choose to repay all or some of the subordinated notes for their face value together with accrued interest

(if any) on 28 April 2028 or any interest payment date thereafter. Early redemption of all the subordinated notes for

certain tax or regulatory events is permitted on an interest payment date. Early redemption is subject to certain

conditions, including HBL obtaining the Reserve Bank of New Zealand (RBNZ) prior written approval and HBL being

solvent at the time .

Ranking

The claims of the holders of the subordinated notes will rank:

- Behind the claims of all depositors and other creditors of HBL;

- equally with the claims of other holders of any other securities and obligations that rank equally with the

subordinated notes and;

- ahead of the rights of the HBL’s shareholders and holders of any other securities and obligations of HBL that rank

behind the subordinated notes .

117
15 Borrowings (continued)

Securitised Borrowings

The Group had the following securitised borrowings outstanding as at 30 June 2023:

Securitisation facility June 2023June 2022

$000’sCurrencyLimit Drawn¹Limit Drawn¹Maturity Date

StockCo Securitisation Trust 2021-1 (StockCo)AU300,000271,739300,000275,42027 May 2024

Seniors Warehouse Trust No . 2 (SWT2)AU450,000457,657350,000232,9821 July 2024

Heartland Auto Receivable Warehouse (HARWT)NZD400,000227,054400,0002 6 7,7 7 926 August 2024

Seniors Warehouse Trust (SWT)AU600,000622,344600,000646,74430 September 2025

Atlas 2020-1 Trust (Atlas)AU12 7,4 62134,94312 7,4 62136,18324 September 2050

Total securitised borrowings1,713,7371,559,108

1 Facility limit is stated in functional currency, drawn balance is stated in NZD.

• HARWT notes issued to investors are secured over motor vehicle loans .

• StockCo notes issued to investors are secured over livestock loans.

• SWT, SWT2 and Atlas notes issued to investors are secured over reverse mortgage loans .

The Group actively engages facility providers in commercial negotiations including tenor extensions, increase in

facility limits, refinancing arrangements, and other commercial terms. The Group has a track record of extending

or refinancing funding arrangements as they fall due and does not anticipate any difficultly in doing so when the

facilities above expire .

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’s

June 2023

Number of

Shares

June 2022

Number of

Shares

Issued shares

Opening balance592,904585,904

Shares issued during the year112,417-

Shares issued - dividend reinvestment plan4,3377,000

Closing balance709,658592,904

HGH completed a capital raise during the year which comprised a share placement (Placement) and a Share

Purchase Plan (SPP). HGH issued 72,222,222 shares at $1.8000 per share on 26 August 2022 under the Placement

and 38,822,458 new shares at $1.7674 per share on 9 September 2022 under the SPP. The total value of shares issued

was $198.6 million with $3.7 million of transaction costs recognised in relation to this share issuance.

On 19 September 2022, HGH issued a further 2,250,625 shares at $0 .5200 per share ($1 .2 million) under the

Long Term Incentive Scheme of HGH (LTI Scheme), of which 877,777 shares at $1.8329 per share ($1.6 million)

were acquired by HGH pursuant to the buyback offer to the participants to fund the tax liability arising for those

participants upon receipt of shares under the LTI Scheme .

The Group issued 4,336,812 new shares at $1.6370 per share ($7.1 million) on 23 March 2023 under a dividend

reinvestment plan (DRP) for the period (2022: 3,930,116 new shares at $2.2713 per share ($8.9 million) on 15

September 2021 and 3,069,339 new shares at $2 .1105 per share ($6 .5 million) on 16 March 2022 under the DRP for the

period) .

The ordinary shares have no par value . Each ordinary share of HGH carries the right to vote on a poll at meetings

of shareholders, the right to an equal share in dividends and the right to an equal share in the distribution of the

surplus assets of HGH in the event of liquidation .

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118

16 Share capital and dividends (continued)

Dividends paid

June 2023June 2022

$000’s

Date

Declared

Cents

Per Share$000’s

Date

Declared

Cents

Per Share$000’s

Final dividend24 August 20225 .532,60924 August 20217 . 041,013

Interim dividend28 February 20235 .538,79322 February 20225 .532,441

Total dividends paid71,40273,454

17 Other reserves

$000’s

Employee

Benefit

Reserve

Foreign

Currency

Translation

Reserve

(FCTR)

Fair Value

Reserve

Defined

Benefit

Reserve

Cash Flow

Hedge

ReserveTotal

June 2023

Balance as at 30 June 20224,646(1,635)(1,034)-7,9 599,936

Movements attributable to net investments in

foreign operations and net investment hedges

-(6,803)---(6,803)

Movements attributable to fair value hedges--(779)--(779)

Movements attributable to cash flow hedges----9,5349,534

Equity securities at FVOCI--(2,411)--(2,411)

Share based payments105----105

Vesting of share based payments(1,170)----(1,170)

Income tax effect--246-(2,418)(2,172)

Balance as at 30 June 20233,581(8,438)(3,978)- 15,0756,240

June 2022

Balance as at 30 June 20212,731(3,975)(322)171918 (477)

Movements attributable to net investments

in foreign operations

- 2,340- - - 2,340

Movements attributable to fair value hedges- - (1,301)- - (1,301)

Movements attributable to cash flow hedges- - - - 10,10210,102

Equity securities at FVOCI- - - (171)- (171)

Share based payments1,915- - - - 1,915

Income tax effect- - 589- (3,061)(2,472)

Balance as at 30 June 20224,646(1,635)(1,034)- 7,959 9,936

Employee benefit reserve

Includes amounts which arise on the recognition of the Group’s fair value estimate of equity instruments expected

to vest under share-based compensation plan .

FCTR

Exchange differences arising on translation of the Group’s foreign operations are accumulated in the Foreign

currency translation reserve and recognised in other comprehensive income. The cumulative amount is reclassified

to profit or loss when a foreign operation is disposed of.

119
17 Other reserves (continued)

Fair value reserve

Includes changes in the fair value of investment securities measured at fair value through other comprehensive

income, net of tax. For debt securities, these changes are reclassified to the profit or loss when the asset is

disposed. For equity securities, these changes are not reclassified to the profit or loss when the asset is disposed.

Defined benefit reserve

Includes predetermined retirement benefits calculated for employees of a historical amalgamated entity which was

wound up during the prior financial year.

Cash flow hedge reserve

This includes fair value gains and losses associated with the effective portion of the designated cash flow hedging

instruments, net of tax .

18 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 revalued amount of each asset over

its expected life to its estimated residual value .

$000’sJune 2023June 2022

Other assets

Trade receivables430-

GST receivables5622,946

Prepayments¹11,9317,6 74

Property, plant and equipment²14 ,2417, 3 3 6

Other receivables826273

Total other assets27,99018,229

1 Prepayments include deposit paid for the conditional acquisition of CBL of $3 .9 million .

2 Property, plant and equipment include rural property worth $7.8 million acquired during the year.

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 impairment losses . Expenditure on software assets is capitalised only when it increases the future

economic value of that asset . Certain internal and external costs directly incurred in acquiring and developing

software are capitalised when specific criteria are met. Costs incurred on planning or evaluating software

proposals during the research phase or on maintaining systems after implementation are not capitalised .

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 .

Software-as-a-Service (SaaS) arrangements

SaaS arrangements are service agreements that grant the Group the right to access the cloud provider’s

application software over the contract period. Costs associated with configuring or customising the software,

along with ongoing fees for accessing the cloud provider’s application, are recognised as operating expenses

when the services are received .

Some of these costs pertain to developing software code that enhances or modifies, or creates additional

capability to, existing on-premise systems and qualifies as an intangible asset based on its definition and

recognition criteria .

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18 Other balance sheet items (continued)

Policy (continued)

Intangible assets (continued)

Software-as-a-Service (SaaS) arrangements (continued)

The Group capitalises costs incurred in configuring or customising certain suppliers’ application software

within specific cloud computing arrangements as intangible assets as the Group considers that it would

benefit from those costs to implement the cloud-based software over the expected terms of the cloud

computing arrangements . However, such capitalisation occurs only if the activities result in creating an

intangible asset that the Group has control over and meets the necessary recognition criteria . Costs that do

not meet the criteria for capitalisation as intangible assets are expensed as incurred unless they are paid to

the suppliers (or subcontractors of the supplier) of the cloud-based software to significantly customise the

cloud-based software for the Group (i .e . such services are not distinct from the Group’s right to receive access

to the supplier’s cloud-based software). In the latter case, the upfront costs are recorded as prepayments for

services and amortised over the expected terms of the cloud computing arrangements .

Goodwill

Goodwill arising on acquisition represents the excess of the cost of the acquisition over the Group’s interest

in the fair value of the identifiable net assets acquired. 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 2023June 2022

Computer software

Software - cost48,51345,091

Software under development28,39116 ,19 6

Accumulated amortisation31,94426,275

Net carrying value of computer software44,96035,012

Goodwill184,422183,235

Net carrying value of goodwill184,422183,235

Other intangible assets¹6,351627

Total intangible assets235,733218,874

1 Other intangible assets include capitalised banking licence costs of $6.4 million (2022: $0.6 million)

Banking Licence

On 20 October 2022 Heartland Group Holdings Limited entered into a conditional share sale agreement with

Challenger Limited to acquire 100% of the shares of CBL, holder of a full Australian Authorised Deposit-Taking

Institution (ADI) Licence . HGH and CBL have jointly applied to the Australian Prudential Regulatory Authority (APRA)

for approval to expand the range of products CBL offers and to amend CBL’s APRA approved business plan to

integrate with HGH’s existing Australian based financial services business.

Costs directly attributable to the application are recognised as Banking licence intangible asset. On completion the

Banking Licence is expected to have an indefinite life as there is no foreseeable limit to the period over which the

asset is expected to generate benefits for the business.

Goodwill

For the purposes of impairment testing, goodwill is allocated to cash generating units. A Cash Generating Unit

(CGU) is the smallest identifiable group of assets that generate independent cash inflows. Group has assessed

that goodwill should be allocated to the smallest identifiable CGU:

• Heartland Australia Holdings Pty Limited: $15.3 million (2022: $15.3 million).

• Heartland Bank Limited: $29.8 million (2022: $29.8 million).

• StockCo AU Group: $139.3 million (2022: $138.1 million).

121
18 Other balance sheet items (continued)

Impairment testing of goodwill

The Group has performed impairment tests for CGUs with goodwill. Further information about impairment tests

performed for CGUs with goodwill is provided below.

Heartland Bank Limited (HBL) and Heartland Australia Holdings Pty Limited (HAH)

The recoverable amount of the businesses was determined on a value in use basis using a discounted cash flow

methodology. The model uses a five-year cash flow forecast based on the latest budget approved by the Board and

extended out based on long term growth rates. The long-term growth rate applied to the future cash flows after

year five of the forecast was 2.0% and 2.5% for HBL and HAH respectively (2022: 2.0% and 2.0%), and a discount

rate of 10.0% (2022: 10.0%) was applied which reflect both past experience and external sources of information.

The goodwill impairment assessment indicates significant headroom, and that no foreseeable adjustments to key

assumptions such as growth rate or discount rate would lead to impairment .

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 2023 (2022: nil).

StockCo AU Group

The recoverable amount of the business was determined on a fair value less cost to sell basis using a discounted

cash flow methodology. The model uses a four-year cash flow forecast based on the latest growth target approved

by the Board and extended out based on growth expectations for the business . This valuation methodology uses

level three inputs in terms of the fair value hierarchy in NZ IFRS 13. The following drivers and key assumptions are

used in the model:

• Annual lending growth which has been forecasted based on management’s current expectations of growth

in the specialist livestock financing portfolio. In forming these expectations management has referenced the

current and expected outlook in the overall Australian cattle and lamb markets and factored in pricing and

growth strategies relative to market outlook. This includes targeting new customer segments and distribution

channels to broaden reach .

• Gross interest income (including interest yield) which represents the pricing of the products which factors in

market outlook and new customer segments and are estimated based on management’s past experience.

• Cost of funds which was projected based on the forward curve for bank bill rate plus a margin at the date of

assessment, representing the expected funding structure of an analogous Australian ADI noting that the Group

is working towards obtaining an Australian ADI licence.

• Terminal growth rate of 2.4% after year five of the forecast and discount rate of 12.0%, which reflects external

sources of information .

The recoverable amount of the business exceeds its carrying amount by $30.4 million (A$28.0 million). The discount

rate would need to rise above 13 .5% and the terminal growth rate will need to be below 2 .0% in combination to result

in an impairment .

The forecast cash flow drivers are outlined in the following table. For each driver management has identified what

a reasonable possible change, based on the expected range which would impact the recoverable amount . The

expected impact on the CGU recoverable amount from the sensitivities below do not capture any interrelationships

between funding costs, gross interest income and annual lending growth .

Sensitivity of key driverExpected impact on CGU recoverable amount

$000’sUpsideDownside

+/- 10% in annual lending growth 2,639 (2,687)

+/- 3% in gross interest income (including interest yield)15 ,741 (14,731)

+/- 3% in funding cost4,771 (4,708)

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18 Other balance sheet items (continued)

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 2023June 2022

Trade and other payables

Trade payables14,73121,358

Insurance liability9141,838

Employee benefits11,2249,548

Other tax payables3,8201 ,124

Collateral received on derivatives¹2 7,6 0 932,342

Total trade and other payables58,29866,210

1 The Group has accepted collateral arising from derivative transactions, included in Cash and cash equivalents .

Policy

Leases

The Group leases office space, car parks, equipment and cars. Rental contracts are typically made for fixed

periods but may have extension options . Lease terms are negotiated on an individual basis and contain a wide

range of different terms and conditions.

In determining the lease term, all facts and circumstances that create an economic incentive to exercise an

extension option are considered . Extension options are only included in the lease term if the lease is reasonably

certain to be extended .

Lease liabilities are measured at the present value of the remaining lease payments and discounted using the

Group’s incremental borrowing rate (IBR). Lease liabilities are measured using the effective interest method.

Carrying amounts are remeasured only upon reassessments and lease modifications.

Right of use assets are depreciated at the shorter of lease term or the Group’s depreciation policy for that asset

class .

$000’sJune 2023June 2022

Right of use assets

Balance at beginning of year14,14515,985

Depreciation charge for the year, included within depreciation expense in the income

statement

(2,539)(2,310)

Additions to right of use assets712470

Total right of use assets12,31814,145

Lease liability

Current3 ,1663 ,674

Non-current11 ,12 112,566

Total lease liability14,28716,240

Interest expense relating to lease liability488479

123
19 Acquisition

Policy

Business combination

The Group accounts for business combinations using the acquisition method when the acquired set of activities

and assets meets the definition of a business and control is transferred to the Group. In determining whether a

particular set of activities and assets is a business, the Group assesses whether the set of assets and activities

consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of

outputs .

The consideration transferred in the acquisition and any contingent consideration to be transferred are

generally measured at fair value, as are the identifiable net assets acquired. Goodwill is initially measured at

cost (being the excess of the aggregate of the consideration transferred over the fair value of the net assets

acquired) and is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss

immediately . If the initial accounting for a business combination is incomplete by the end of the reporting period

in which the combination occurs, the Group reports provisional amounts for the items for which the accounting

is incomplete . Those provisional amounts are adjusted during the measurement period (see below), or additional

assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that

existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete

information about facts and circumstances that existed as of the acquisition date, and does not exceed twelve

months. Transaction cost related to the acquisition is recognised as an expense in profit or loss when incurred

with the exception of costs to issue debt or equity securities .

On 31 May 2022, the Group acquired 100% of the shares in StockCo Holdings 2 Pty Ltd and StockCo Australia

Management Pty Ltd (collectively StockCo Australia) . The consideration paid was subject to a completion

adjustment based on the net asset movements since the determination date. The final purchase consideration

with respect to this acquisition was A$157.40 million or NZ$173.31 million at exchange rate of the dates of the

acquisition and the completion adjustment .

During the year ended 30 June 2023, the purchase price adjustments were finalised and an adjustment of NZ$1.73

million was made to the final purchase consideration. The fair value of consideration increased from NZ$171.58

million to NZ$173.31 million. There was new information relating to the facts and circumstances prevailing at

completion date that resulted in fair value adjustments to livestock receivables and trade and other payables.

Goodwill increased from NZ$137.58 million to NZ$141.16 million.

01

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124

19 Acquisition (continued)

Details of the fair value of the assets and liabilities acquired and the final goodwill arising from the acquisition of

StockCo Australia are set out as follows:

$000’s

Fair value recognised on

acquisition

Assets

Cash and cash equivalents9,564

Livestock receivables372,991

Right of use assets354

Deferred tax asset5,285

Other assets4,713

Total assets392,907

Liabilities

Other borrowings358,942

Lease liabilities354

Trade and other payables1,456

Total liabilities360,752

Net assets acquired32,155

Final goodwill arising on acquisition141 ,15 5

Fair value of consideration171,578

Purchase price adjustment1,732

Total cash consideration transferred173,310

125
20 Related party transactions and balances

Policy

A person or entity is a related party under the following circumstances:

a) A person or a close member of that person’s family if that person:

i) has control or joint control over HGH;

ii) has significant influence over HGH; or

iii) is a member of the key management personnel of HGH.

b) An entity is related to HGH if any of the following conditions applies:

i) the entity and HGH are members of the same group;

ii) one entity is an associate or joint venture of the other entity;

iii) both entities are joint ventures of the same third party;

iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) the entity is a post-employment benefit plan for the benefit of employees of either the reporting entity


or an entity related to HGH

vi) the entity is controlled, or jointly controlled by a person identified in (a); and

vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key

management personnel of the entity (or of a parent of the entity) .

(a) Transactions with key management personnel

Key management personnel (KMP), are those who, directly or indirectly, have authority and responsibility for

planning, directing and controlling the activities of the Group. This includes all executive staff and Directors.

KMP receive personal banking and financial investment services from the Group in the ordinary course of business.

The terms and conditions, for example interest rates and collateral, and the risks to the Group are comparable to

transactions with other employees and did not involve more than the normal risk of repayment or present other

unfavourable features .

All other transactions with KMPs and their related parties are conducted in the ordinary course of business on

commercial terms and conditions .

$000’sJune 2023June 2022

Transactions with key management personnel

Interest income12326

Interest expense(43)(24)

Key management personnel compensation

Short-term employee benefits(8,083)(8,790)

Share-based plan benefit/(expense)14(1,915)

Total transactions with key management personnel(7,989)(10,703)

Due from/(to) key management personnel

Lending4,428229

Borrowings - deposits(855)(508)

Total due from/(to) key management personnel3,573(279)

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126

20 Related party transactions and balances

(b) Transactions with related parties

HGH is the ultimate parent company of the Group .

Entities within the Group have regular transactions with each other on agreed terms . The transactions include

the provision of tax and administrative services and customer operations. Banking facilities are provided by HBL to

other Group entities on normal commercial terms as with other customers . There is no lending from subsidiaries

within the Group to HGH .

Related party transactions between the Group eliminate on consolidation . Related party transactions outside of

the Group are as follows:

$000’sJune 2023June 2022

ASF Custodians Pty Limited

Audit fees47

Heartland Trust (HT)

Dividends paid714809

HT held 6,504,266 shares in HGH (2022: 6,475,976 shares).

The Trustees of HT and certain employees of the Group provided their time and skills to the oversight and operation

of HT at no charge .

127
21 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 following fair value hierarchy, which reflects the observability of the

inputs used in measuring fair value:

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 methods and assumptions were used to estimate the fair value of each class of financial asset and

liability measured at fair value on a recurring basis in the consolidated statement of financial position.

The Group has an established framework in performing valuations required for financial reporting purposes

including Level 3 fair values. The Group regularly reviews and calibrates significant unobservable inputs and

valuation adjustments in accordance with market participants’ views. If external valuation specialists are engaged

to measure fair values, the Group assesses the evidence obtained from these specialists to support the conclusion

of these valuations. All significant valuations are reported to the Group’s Board Audit and Risk Committee for

approval prior to its adoption in the financial statements.

Investment in debt securities

Investments in public sector securities and corporate bonds are stated at FVOCI, with the fair value being based on

quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable 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 flows analysis.

Investments in equity securities

Investments in equity securities are classified as FVTPL unless an irrevocable election is made by the Group to

measure at FVOCI. Investment in listed securities traded in liquid, active markets where prices are readily observable

are measured under Level 1 of the fair value hierarchy with no modelling or assumptions used in the valuation .

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128

21 Fair value (continued)

(a) Financial instruments measured at fair value (continued)

Investments in equity securities (continued)

Equity securities are measured at FVOCI where they are not held for trading, the Group doesn’t have control or

significant influence over the investee and where an irrevocable election is made to measure them at FVOCI.

These securities are measured at fair value with unrealised gains and losses recognised in other comprehensive

income except for dividend income which is recognised in profit or loss. Investments in unlisted equity securities

are measured under Level 3 of the fair value hierarchy with the fair value being based on unobservable inputs using

market accepted valuation techniques.

Where appropriate, the Group may apply adjustments to the above-mentioned techniques to determine fair

value of an equity security to reflect the underlying characteristics. These adjustments are reflective of market

participant considerations in valuing the said security .

The Group has irrevocably elected to account for certain equity investments at fair value through other

comprehensive income . These are Level 3 investments and were valued using outcomes from capital raises

completed most recently, calibrated against market multiples as at 30 June 2023.

Finance receivables - reverse mortgages

The reverse mortgage portfolio is classified and measured at FVTPL under NZ IFRS 9 Financial instruments (NZ

IFRS 9). NZ IFRS 4 Insurance contracts (NZ IFRS 4) requires entities to account for insurance components of

lifetime mortgage contracts . The review of the reverse mortgage portfolio valuation determined that the terms

and conditions of these loan contracts do not contain a component of significant insurance risk, therefore they

continue to be treated under NZ IFRS 9 Financial Instruments classified at FVTPL under NZ IFRS. Application of NZ

IFRS 17 going forward will have a policy choice to continue applying NZ IFRS 9 for these instruments.

On initial recognition the Group considers the transaction price to represent the fair value of the loan, on the basis

that no reliable fair value can be estimated as there is no relevant active market and fair value cannot be reliably

measured using other valuation techniques under NZ IFRS 13 Fair value measurement.

For subsequent measurement, and at balance date, the Group considered whether the fair value can be

determined by reference to a relevant active market or using a valuation technique that incorporates observable

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

the Group has used an actuarial valuation to determine a proxy for the fair value that incorporates changes in

the portfolio risk and expectations of the portfolio performance. The actuarial valuation includes inputs such

as mortality and potential move into care, voluntary exits, house price changes, interest rate margin and the no

equity guarantee . This estimate is highly subjective and a wide range of plausible values are possible . The estimate

provides an indication of whether the transaction value is overstated .

The Group does not consider that the actuarial estimate has moved outside of the original expectation range on

initial recognition. There has been no fair value movement recognised in profit or loss during the period (2022: nil).

Fair value is not sensitive to the above assumptions due to the nature of reverse mortgage loans . In particular, given

conservative origination loan-to-value ratio and security criteria, a material deterioration in house prices combined

with a material increase in interest rates over a sustained period of time would likely need to occur before any

potential impact to fair value .

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

on-going basis .

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21 Fair value (continued)

(a) Financial instruments measured at fair value (continued)

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 consolidated statement of financial position.

$000’sLevel 1Level 2Level 3Total

June 2023

Assets

Investments318,756-11,484330,240

Derivative financial instruments-36,983-36,983

Finance receivables - reverse mortgages--2,403,8102,403,810

Total financial assets measured at fair value318,75636,9832,415,2942,771,033

Liabilities

Derivative financial instruments-7,62 4-7,62 4

Total financial liabilities measured at fair value-7,624-7,624

June 2022

Assets

Investments279,841-7,0 3 2286,873

Derivative financial instruments-45,221-45,221

Finance receivables - reverse mortgages--1,996,8541,996,854

Total financial assets measured at fair value279,84145,2212,003,8862,328,948

Liabilities

Derivative financial instruments-6,341-6,341

Total financial liabilities measured at fair value-6,341-6,341

There were no transfers between levels in the fair value hierarchy in the year ended 30 June 2023 (2022: $8.1 million

of equity investments transferred out of Level 3 to Level 1).

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21 Fair value (continued)

(a) Financial instruments measured at fair value (continued)

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

$000’s

Finance

Receivables

- Reverse MortgageInvestmentsTotal

June 2023

As at 30 June 20221,996,8547,0 3 22,003,886

New loans543,248-543,248

Repayments(297,066)-(297,066)

Capitalised Interest and fees183,458-183,458

Purchase of investments-6,9526,952

Fair value (loss) on investment-(2,411)(2,411)

Other¹(22,684)(89)(22,773)

As at 30 June 20232,403,81011,4842,415,294

June 2022

As at 30 June 20211,676,07320,6671,696,740

New loans4 39 ,110-4 39 ,110

Repayments(257,319)-(257,319)

Capitalised Interest and fees106,966-106,966

Purchase of investments-7,4147,414

Fair value (loss) on investment-(12,998)(12,998)

Other¹32,024-32,024

Transfer out of level 3-(8,051)(8,051)

As at 30 June 20221,996,8547,0322,003,886

1 This relates to foreign currency translation differences for the assets.

(b) Financial instruments not measured 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

Cash and cash equivalents are measured at amortised cost and their carrying value is considered equivalent to

their fair value due to their short term nature .

Finance receivables

The fair value of the Group’s finance 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

10.25% (2022: 7.77%). 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 .

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21 Fair value (continued)

(b) Financial instruments not measured at fair value (continued)

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 debt of similar maturities. The average current

market rate used to fair value other borrowings was 6.66% (2022: 3.57%).

Other financial assets and financial liabilities

The fair value of financial instruments such as short-term trade receivables and payables is considered equivalent

to their carrying value due to their short-term nature .

The following table sets out financial instruments not measured at fair value where the carrying value does not

approximate fair value, compares their carrying value against their fair value and analyses them by level in the fair

value hierarchy .

June 2023June 2022

$000’s

Fair Value

Hierarchy

Total Fair

Value

Total

Carrying

Value

Fair Value

Hierarchy

Total Fair

Value

Total

Carrying

Value

Assets

Investments¹Level 2--Level 22,4182,421

Finance receivablesLevel 34 ,10 2 ,5914,334,214Level 34,073,9774,146,821

Total financial assets4,102,5914,334,2144,076,3954,149,242

Liabilities

DepositsLevel 24,130,3264,131,025Level 23,590,9183,592,508

Other borrowingsLevel 22,496,3102,496,375Level 22,578,2132,578,213

Total financial liabilities6,626,6366,627,4006,169,1316,170,721

1 Included within Investments are bank deposits which are held to support the Group’s contractual cash flows. Such investments are

measured at amortised cost .

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21 Fair value (continued)

(c ) Classification of financial instruments

The following tables summarise the categories of financial instruments and the carrying value and fair value of all

financial instruments of the Group:

$000’s

FVOCI

Equity

FVOCI Debt

SecuritiesFVTPL

Amortised

Cost

Total

Carrying

Value

June 2023

Assets

Cash and cash equivalents---311,503311,503

Investments9,665315 ,19 25,383-330,240

Finance receivables---4,334,2144,334,214

Finance receivables - reverse mortgages--2,403,810-2,403,810

Derivative financial instruments--36,983-36,983

Other financial assets---1,2561,256

Total financial assets9,665315,1922,446,1764,646,9737,418,006

Liabilities

Deposits---4,131,0254,131,025

Other borrowings---2,496,3752,496,375

Derivative financial instruments--7,62 4-7,62 4

Other financial liabilities---43,25443,254

Total financial liabilities--7,6246,670,6546,678,278

June 2022

Assets

Cash and cash equivalents---310,758310,758

Investments5,528271,7909,5552,421289,294

Finance receivables---4,146,8214,146,821

Finance receivables - reverse mortgages--1,996,854-1,996,854

Derivative financial instruments--45,221-45,221

Other financial assets---273273

Total financial assets5,528271,7902,051,6304,460,2736,789,221

Liabilities

Deposits---3,592,5083,592,508

Other borrowings---2,578,2132,578,213

Derivative financial instruments--6,341-6,341

Other financial liabilities---55,53855,538

Total financial liabilities--6,3416,226,2596,232,600

133
Risk Management

22 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 is, 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 Program

(RMP) .

Role of the Board and the Board Audit and Risk Committee

The Board, through its Board Audit and Risk Committee (BARC) is responsible for oversight and governance of

the development of the RMP. The role of the BARC includes assisting the Board to formulate its risk appetite and

monitoring the effectiveness of the RMP. BARC’s responsibilities also include:

• Reviewing financial reporting and application of accounting policies as part of the internal control and risk

assessment framework.

• Monitoring the identification, evaluation and management of all significant risks through the Group. This work is

supported by an internal audit programme, which provides an independent assessment of the design, adequacy

and effectiveness of internal controls. The BARC receives regular reports from internal audit.

• Advising the Board on the formulation of the Board’s Risk Appetite Statement.

• Reviewing any reports, policies, standards, other risk documents or matters, or minutes which have been

prepared by or in respect of the HGH’s Board .

• Monitor material, emerging and strategic risks for the Group and its subsidiaries.

The BARC consists of three non-executive directors. The Chair of the Heartland Bank Limited (HBL) Audit

Committee and the Chair of the HBL Risk Committee, as well as the HGH CEO, the HBL CEO, the Head of Internal

Audit and the HGH CFO, each attend BARC meetings. The BARC undertakes its responsibilities with the assistance

of subsidiary Boards and subsidiary Board Committees.

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 processes.

Internal Audit is allowed full, free and unfettered access to any and all of the organisation’s 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 identified. The audit plan takes into account cyclical review 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 performed in accordance with the audit procedures .

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22 Enterprise risk management program (continued)

Internal Audit (continued)

The Head of Internal Audit has a direct reporting line to the Chair of the BARC . Internal audit has accountability

to the BARC . A schedule of all outstanding internal control issues is maintained and presented to the BARC to

assist and 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 .

Executive Risk Committee (ERC)

The ERC comprises the CEO of HBL, CRO of HBL, CFO of HGH, Financial Controller of HBL and Head of Internal Audit .

The ERC has responsibility for overseeing risk aspects including internal control environment to ensure that

residual risk is consistent with the Group’s risk appetite. The ERC generally meets monthly and minutes are made

available to the BARC. ERC’s specific responsibilities include decision making and oversight of operational risk,

compliance risk and credit risk.

Asset and Liability Committee (ALCO)

The ALCO is a group management committee comprising the CEO of HBL, CFO of HGH, CRO of HBL, Head of Retail

and Financial Controller of HBL . The ALCO generally meets monthly, and provides reports made available to HBL

Audit and Risk Committees and to the BARC. ALCO’s specific responsibilities include decision making and oversight

of risk matters in relation to:

• Market risk covering Foreign Exchange Risk and Interest Rate risk (including non-traded interest rate risk and the

investment of capital) .

• Liquidity risk (including funding).

• Balance sheet structure .

• Capital management .

Climate-related risks

Climate change risks are managed in accordance with the Group’s RMP and supported by the environmental

sustainability framework.

The Group considers the impact of climate-related risks on its financial position and performance (and in this

regard, the Board is currently in the process of establishing a new Board Committee to assist it in managing

its climate related risks). While the effects of climate change represent a source of uncertainty, the Group has

concluded that climate-related risks do not have a material impact on the judgements, assumptions and estimates

for the year ended 30 June 2023 .

135
22 Enterprise risk management program (continued)

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, 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 (RCSA), incident 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 its 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.

Interest rate risk

Interest rate risk refers to exposure of an entity’s earnings and/or capital because of a mismatch between the

interest rate exposures of its assets and liabilities. Interest rate risk for the Group arises from the provision of

non-traded retail banking products and services and from traded wholesale transactions entered into to reduce

aggregate interest rate risk (known as hedges). This risk arises from four key sources:

• Mismatches between the repricing dates of interest-bearing assets and liabilities (yield curve and repricing risk);

• Banking products repricing differently to changes in wholesale market rates (basis risk);

• Loan prepayment or deposit early withdrawal behaviour from customers that deviates from the expected or

contractually agreed behaviour (optionality risk); and

• The effect of internal or market forces on a bank’s net interest margin where, for example, in a low-rate

environment any fall in rates will further decrease interest income earned on the assets whereas funding cost

cannot be reduced as it is already at the minimum level (margin compression risk).

Refer to Note 25 - Interest rate risk for further details regarding interest rate risk.

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22 Enterprise risk management program (continued)

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 Australian dollars (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 exposure 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

derivative contracts, bilateral set-off arrangements, cash and cash equivalents and investment securities.

137
23 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 concentrations are monitored;

• Maximum total exposure to any one debtor is actively managed;

• Changes to credit risk are actively monitored with regular credit reviews.

The BARC (with the assistance of the HBL Board Risk Committee for New Zealand and the Heartland Australia Group

Board for Australia) also oversees the Group’s credit risk exposures to monitor overall risk metrics having regard to

risk appetite set by the Board.

HBL’s Board Risk Committee (BRC) has authority for approval of all credit exposures for New Zealand. Lending

authority has been provided by the BRC to HBL’s Credit Committee, 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 Committee and ultimately through to HBL’s BRC.

Heartland Australia Group Board has authority for approval for all credit exposures for Australia .

Reverse mortgage loans and negative equity risk

Reverse mortgage loans are a form of mortgage lending designed for the needs of people over 60 years of age .

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 into 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. Negative equity risk arises from the promise by the Group that the maximum

repayment amount is limited to the net sale proceeds of the borrowers’ property .

The Group’s exposure to negative equity risk is managed via 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 reverse mortgage on origination. New Zealand and Australia reverse

mortgage lending standards and operations are well aligned .

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23 Credit risk exposure (continued)

Business Finance Guarantee Scheme

In April 2020, HBL along with other registered banks in New Zealand, entered into a Deed of Indemnity with the

New Zealand Government to implement the New Zealand Government’s Business Finance Guarantee Scheme

(the “Scheme”). The purpose of the Scheme was to provide short term credit to eligible small and medium size

businesses, who had been impacted by the economic effects of COVID-19. The Scheme allowed banks to lend to

a maximum of $5 million for a five-year term. The New Zealand Government guaranteed 80% of any loss incurred

(credit risk) with the Bank holding the remaining 20%. The Scheme concluded on 30 June 2021. As at 30 June 2023

the Bank had a total exposure of $54.8 million (2022: $64.8 million) to its customers under this Scheme.

Maximum exposure to credit risk at the relevant reporting dates

The following table represents the maximum credit risk exposure, without taking into account any collateral held.

The on balance sheet exposures set out below are based on net carrying amounts as reported in the consolidated

statement of financial position.

$000’sJune 2023June 2022

On balance sheet:

Cash and cash equivalents311,503310,758

Investments315 ,19 2274 ,2 12

Finance receivables4,334,2144,146,821

Finance receivables - reverse mortgages2,403,8101,996,854

Derivative financial assets36,98345,221

Other financial assets1,256273

Total on balance sheet credit exposures7,402,9586,774,139

Off balance sheet:

Letters of credit, guarantee commitments and performance bonds7,3788,969

Undrawn facilities available to customers435,314416,561

Conditional commitments to fund at future dates24,87334,791

Total off balance sheet credit exposures467,565460,321

Total credit exposures7,870,5237,234,460

Concentration of credit risk by geographic region

$000’sJune 2023June 2022

New Zealand5,540,4535,264,609

Australia2,115,3321,809,104

Rest of the world¹268,004212,752

7,923,7897,286,465

Provision for impairment(53,266)(52,005)

Total credit exposures7,870,5237,234,460

1 These overseas assets are primarily NZD-denominated investments in AA+ (Standard & Poor’s) and higher rated securities issued by

offshore supranational agencies (“Kauri Bonds”).

139
23 Credit risk exposure (continued)

Concentration of credit risk by industry sector

The Australian and New Zealand Standard Industrial Classification (ANZSIC) codes have been used as the basis for

categorising customer and investee industry sectors .

$000’sJune 2023June 2022

Agriculture1,156,0421,120,678

Forestry and fishing130,055148,797

Mining8,26612,524

Manufacturing80,72978,432

Finance and insurance817,864784,948

Wholesale trade46,05341,986

Retail trade and accommodation 402,146423,975

Households4,078,2703,555,566

Other business services198,377189,860

Construction336,333291,971

Rental, hiring and real estate services205,079199,388

Transport and storage359,865323,732

Other104,710114,608

7,923,7897,286,465

Provision for impairment(53,266)(52,005)

Total credit exposures7,870,5237,234,460

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 8 and grade 9 are the weakest risk grades where a loss is probable.

Behavioural loans are managed based on their arrears status .

All loans past due but not impaired have been categorised into three impairments stages (see Note 13 – Finance

receivables) 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 ECL.

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23 Credit risk exposure (continued)

Credit risk grading (continued)

Collectively Assessed

Individually

AssessedTotal$000’sStage 1Stage 2Stage 3

June 2023

Judgemental portfolio

Grade 1 - Very Strong25---25

Grade 2 - Strong3,658---3,658

Grade 3 - Sound41,887477--42,364

Grade 4 - Adequate6 3 7,9 9 39,9753,477-651,445

Grade 5 - Acceptable1,390,9265,492602-1,397,020

Grade 6 - Monitor-64,9466,763-71,709

Grade 7 - Substandard-76,95513,725-90,680

Grade 8 - Doubtful---51,44751,447

Grade 9 - At risk of loss---1,6711,671

Total Judgemental portfolio2,074,489157,84524,56753,1182,310,019

Total Behavioural portfolio1 ,99 6 ,10924,62556,727-2 ,0 7 7,4 61

Gross finance receivables4,070,598182,47081,29453,118 4,387,480

Provision for impairment(13,009)(2,463)(21,499)(16,295)(53,266)

Total finance receivables4,057,589180,00759,79536,8234,334,214

Undrawn facilities available to customers5 7,47 17 7,1 5 0123,248-257,869

June 2022

Judgemental portfolio

Grade 1 - Very Strong26---26

Grade 2 - Strong10,859---10,859

Grade 3 - Sound53,756---53,756

Grade 4 - Adequate697,5905,3821,052-704,024

Grade 5 - Acceptable1,366,6801,82353-1,368,556

Grade 6 - Monitor-25 ,10 62,308-2 7,414

Grade 7 - Substandard-64,2034,998-69,201

Grade 8 - Doubtful---62,86062,860

Grade 9 - At risk of loss---3,5113,511

Total Judgemental portfolio2,128,91196,5148,41166,3712,300,207

Total Behavioural portfolio1,839,00621,9103 7,70 3-1,898,619

Gross finance receivables3,967,917118,42446,11466,3714,198,826

Provision for impairment(20,256)(1,958)(14,602)(15,189)(52,005)

Total finance receivables3,947,661116,46631,51251,1824,146,821

Undrawn facilities available to customers63,4757 3 ,175110,495-2 47,14 5

141
23 Credit risk exposure (continued)

Collateral held

The Group employs a range of policies and practices to mitigate credit risk and has internal policies on the

acceptability of specific classes of collateral. Collateral is held as security to support credit risk on finance

receivables and enforced in satisfying the debt in the event contractual repayment obligations are not met . The

collateral held for mitigating credit risk for the Group’s lending portfolios is outlined below.

Reverse mortgage and Residential mortgage loans

Reverse mortgage loans are secured by a first mortgage over a residential property which is typically a customer’s

primary residential dwelling, residential investment property or holiday home . Residential mortgage loans are

secured by a residential mortgage over an owner-occupied property located in an approved urban area .

Corporate lending

Business lending including rural lending is typically secured by way of a charge over property and/or specific

security agreement over relevant business assets, and, where considered appropriate, a general security

agreement to provide the ability to control cash flows.

Other lending

Other lending comprises personal loans, primarily motor loans, which are secured by a motor vehicle or a boat; and

other shorter term smaller personal loans which are predominantly unsecured .

The Group analyses the coverage of the loan portfolio which is secured by the collateral it holds .

Coverage is measured by the value of security as a proportion of loan balance outstanding and classified as follows:

Fully secured Greater or equal to 100%

Partially secured 1% - 99 .9%

Unsecured No security held

The Group’s loan portfolio have the following coverage from collateral held:

CorporateResidentialAll other

June 2023

Fully secured91%100%73%

Partially secured4%-12%

Unsecured5%-15%

Total100%100%100%

June 2022

Fully secured92%100%71%

Partially secured6%-14%

Unsecured2%-15%

Total100%100%100%

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24 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 are 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 ALCO. This

policy sets out the nature of the risk which may be taken and aggregate risk limits, which ALCO must observe. Within

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 ALCO

employs asset and liability cash flow modelling to determine appropriate liquidity and funding strategies.

RBNZ facilities

In March 2020, HBL was onboarded by the RBNZ as an approved counterparty and executed a 2011 Global Master

Repo Agreement providing an additional source for intra-day liquidity for the Group if required .

The Group holds the following liquid assets and committed funding sources for the purpose of managing liquidity

risk:

$000’sJune 2023June 2022

Cash and cash equivalents311,503310,758

Investments in debt securities315 ,19 2274 ,2 12

Total liquid assets626,695584,970

Undrawn committed bank facilities294,042360,859

Total liquid assets and committed undrawn funding920,737945,829

143
24 Liquidity risk (continued)

Contractual liquidity profile of financial liabilities

The following tables present the Group’s financial 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 actual cash flows. This occurs as a result

of future actions by the Group and its counterparties, such as early repayments or refinancing of term loans and

borrowings . Deposits and other public borrowings include customer savings deposits and transactional accounts,

which are at call . These accounts provide a stable source of long term funding for the Group .

$000’s

On

Demand

0-6

Months

6-12

Months

1-2

Years

2-5

Years

5+

YearsTotal

June 2023

Non-derivative financial liabilities

Deposits782,7712,313,9831,015,52562,61842,186-4,217,083

Other borrowings-220,675575,087918,506822,614330,3532,867,235

Lease liabilities-1,4891,5012,8757,0462,73115,642

Other financial liabilities-43,254----43,254

Total non-derivative financial

liabilities

782,7712,579,4011,592,113983,999871,846333,0847,143,214

Derivative financial liabilities

Inflows from derivatives-3,5833,5524,79913,469-25,403

Outflows from derivatives-6,6446,7965,77313,125-32,338

Total derivative financial liabilities- 3,0613,244974(344)- 6,935

Undrawn facilities available to

customers

435,314-----435,314

June 2022

Non-derivative financial liabilities

Deposits887,9762,028,225561,46810 3 ,19 241,65 5-3,622,516

Other borrowings-5 0 5 ,191268,653702,3491 ,160 ,157210,4282,846,778

Lease liabilities-1,5751,5252,6166,9854,91117,612

Other financial liabilities-55,538----55,538

Total non-derivative financial

liabilities

887,9762,590,529831,646808,1571,208,797215,339 6,542,444

Derivative financial liabilities

Inflows from derivatives-15,6811,7593,505813-21,758

Outflows from derivatives-14,8003,2276,621839-25,487

Total derivative financial liabilities- (881)1,4683,11626- 3,729

Undrawn facilities available to

customers

416,561-----416,561

01

02

03

05

06

04

05 Financial Results
144

25 Interest rate risk

The Group’s market risk is derived primarily of exposure to interest rate risk, predominantly 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.

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 Group 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 .

The objective of the Group’s interest rate risk policies is to limit underlying net profit after tax (NPAT) volatility . The

measurement comprises net interest income the Group generates from its interest earning assets and interest

bearing liabilities .

The exposure to net interest income comes from a reduction in margins on interest earning assets or interest

bearing liabilities and is managed when setting rates by taking into consideration wholesale rates, liquidity

premiums, as well as appropriate lending credit margins .

An analysis of the Group’s sensitivity to an increase (+) or decrease (-) in market interest rates by 100 basis points

(BP) is as follows .

An (+)/(-) to market interest rates of 100 BP would result in a $0.12 million (+)/(-) to NPAT (2022: $0.67 million (+)/(-))

with a corresponding impact to equity .

The Group also manages interest rate risk by:

• Monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities;

• Monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposures; and

• Entering into derivatives to hedge against movements in interest rates .

145
25 Interest rate risk (continued)

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’s

0-3

Months

3-6

Months

6-12

Months

1-2

Years

2+

Years

Non-

Interest

BearingTotal

June 2023

Financial assets

Cash and cash equivalents303,811-7,688--4311,503

Investments29,82824,9633 7,76 755,4601 6 7,17415,048330,240

Derivative financial assets-----36,98336,983

Finance receivables1,891,666382,923601,34476 7,9 3 3690,348-4,334,214

Finance receivables - reverse

mortgages

2,403,810-----2,403,810

Other financial assets-----1,2561,256

Total financial assets4,629,115407,886646,799823,393857,52253,291 7,418,006

Financial liabilities

Deposits2,259,254795,536962,20559,02635,21619,7884,131,025

Other borrowings1,918,31149,598393,072-135,394-2,496,375

Derivative financial liabilities-----7,62 47,62 4

Lease liabilities-----14,28714,287

Other financial liabilities-----43,25443,254

Total financial liabilities4,177,565845,1341,355,27759,026170,61084,953 6,692,565

Effect of derivatives held for risk

management

1,084,971(66,798)(41,181) (556,676)(420,316)--

Net financial assets/(liabilities)1,536,521(504,046)(749,659)207,691266,596(31,662)725,441

01

02

03

05

06

04

05 Financial Results
146

25 Interest rate risk (continued)

Contractual repricing analysis (continued)

$000’s

0-3

Months

3-6

Months

6-12

Months

1-2

Years

2+

Years

Non-

Interest

BearingTotal

June 2022

Financial assets

Cash and cash equivalents310 ,749----9310,758

Investments1,56885451 ,14 491,974128,67215,082289,294

Derivative financial assets-----45,22145,221

Finance receivables1,913,425284,9934 3 7, 2 0 0579,417931,786-4,146,821

Finance receivables - reverse

mortgages

1,996,854-----1,996,854

Other financial assets-----273273

Total financial assets4,222,596285,847488,344671,3911,060,45860,5856,789,221

Financial liabilities

Deposits2 ,197,10 4684,378546,71899 ,19 638,32526,787 3,592,508

Other borrowings2,325,261130,873-12 1 ,191-888 2,578,213

Derivative financial liabilities-----6,3416,341

Lease liabilities-----16,24016,240

Other financial liabilities-----55,53855,538

Total financial liabilities4,522,365815,251546,718220,38738,325105,7946,248,840

Effect of derivatives held for risk

management

986,194(76,349)(127,004)(309,781)(473,060)--

Net financial assets/(liabilities)686,425(605,753)(185,378)141,223549,073(45,209)540,381

The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and

affect profit or loss.

147
Other Disclosures

26 Significant subsidiaries

Proportion of ownership

and voting power held

Significant Subsidiaries

Country of

incorporation

and place of

businessNature of businessJune 2023June 2022

Heartland Bank LimitedNew ZealandBank100%100%

VPS Properties LimitedNew Zealand

Investment property


holding company

100%100%

Marac Insurance LimitedNew ZealandInsurance services100%100%

Heartland Australia Holdings Pty LimitedAustraliaFinancial services100%100%

Heartland Australia Group Pty LimitedAustraliaFinancial services100%100%

Australian Seniors Finance Pty LimitedAustraliaManagement services100%100%

StockCo Holdings 2 Pty LimitedAustraliaFinancial services100%100%

StockCo Australia Management Pty LimitedAustraliaManagement services100%100%

27 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 holding 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 Fund (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 2023June 2022

Deposits244,258149,824

(b) Heartland Auto Receivable Warehouse Trust 2018-1 (HARWT)

HARWT securitises motor vehicle 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 as the Group remains exposed to and has the ability to affect variable returns from those assets

and liabilities . Although the Group recognises those interests in HARWT, the loans sold to HARWT are set aside for

the benefit of investors in HARWT. Other depositors and lenders to the Group have no recourse to those assets.

$000’sJune 2023June 2022

Cash and cash equivalents16,8742 0 ,197

Finance receivables254,735312,239

Other borrowings(258,256)(315,308)

01

02

03

05

06

04

05 Financial Results
148

27 Structured entities (continued)

(c ) Seniors Warehouse Trust, Seniors Warehouse Trust No.2 (together the SW Trusts) and Australian Seniors

Finance Settlement Trust (ASF Trust)

SW Trusts and ASF Trust (collectively the Trusts) form part of Australian Seniors Finance Pty Limited (ASF) reverse

mortgage business and were set up by ASF as asset holding entities . The Trustee for the Trusts is ASF Custodians

Pty Limited, and the Trust Manager is ASF . The reverse mortgage loans held by the Trusts are set aside for the

benefit of the investors in the Trusts. The balances of SW Trusts and ASF Trust are represented as follows:

$000’sJune 2023June 2022

Cash and cash equivalents29,39226,003

Finance receivables - reverse mortgages1,371,1101,136,644

Other borrowings(1,124,835)(902,155)

(d) Atlas 2020-1 Trust (Atlas Trust)

Atlas Trust was set up on 11 September 2020 as part of ASF’s reverse mortgage business similar to the existing SW

Trusts and ASF Trust . The Trustee for the Trust is BNY Trust Company of Australia Limited and the Trust Manager is

ASF . The balances of Atlas Trust are represented as follows:

$000’sJune 2023June 2022

Cash and cash equivalents11,68415 ,7 74

Finance receivables - reverse mortgages144,099138,950

Other borrowings(143,353)(145,219)

(e) StockCo Securitisation Trust 2022-1

StockCo Securitisation Trust 2022-1 was set up on 31 May 2022 as part of StockCo Australia’s livestock business.

The Trustee for the Trust is AMAL Trustees Pty Limited and the Trust Manager is AMAL Management Services Pty

Limited. The balances of StockCo Securitisation Trust 2022-1 are represented as follows:

$000’sJune 2023June 2022

Cash and cash equivalents39,08915,007

Finance receivables3 6 5 ,13 0354,901

Other borrowings(365,823)(311,415)

149
28 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 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. As at June 2023, there were 5 active tranches being 2023, 2024 (CEOs), 2024 (non-CEOs), 2025

(CEOs) and 2025 (non-CEOs). All tranches are subject to the existing rules of the PR plan.

PR Plan 2017 Tranche and PR Plan 2018 Tranche (collectively the Legacy Tranches) and PR Plan 2022 Tranche (PR

plan 2022) fully vested in September 2022 as per the original expectation and on the basis that the Group achieved

its financial measures, strategic objectives and culture and conduct objectives over the period commencing 1 July

2019 and ending on 30 June 2022 . On vesting, 2,250,625 performance rights were converted into ordinary shares,

contributing a $1,170,325 decrease in the Employee benefits reserve.

PR Plan 2023 Tranche (PR plan 2023) and PR Plan 2024 (CEOs) Tranche (PR plan 2024 (CEOs))

The performance rights were issued subject to the participants’ continued employment with the Group until the

measurement date and the Group achieving its financial measures, strategic objectives and culture and conduct

objectives, over the period commencing 1 July 2020 and ending on 30 June 2023 . 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 the business day following the date on which the Group announces

its full year results for the financial year ended 2023.

PR plan 2024 (CEOs) includes the performance rights originally issued to the CEOs under the PR plan 2023 but

whose measurement period was subsequently modified to be from 1 July 2020 to 30 June 2024. There have been no

other changes in plan terms or rules .

PR Plan 2024 (non-CEOs) Tranche (PR plan 2024 (non-CEOs)) and PR Plan 2025 (CEOs) Tranche (PR plan 2025

(CEOs))

PR plan 2024 (non-CEOs) and PR plan 2025 (CEOs) were issued for period commencing 1 July 2021 and ending on 30

June 2024 and 30 June 2025 respectively . The tranche rules have been aligned with PR plan 2023 and PR plan 2024

(CEOs). Measures are tested on the business day after the announcement of full year results for the financial years

ended 30 June 2024 and 30 June 2025 respectively .

PR Plan 2025 (non-CEOs) Tranche (PR plan 2025 (non-CEOs))

PR plan 2025 (non-CEOs) was issued for the period commencing 1 July 2022 and ending on 30 June 2025 . The

tranche rules have been aligned with PR plan 2023 and PR plan 2024 (non-CEOs) . Measures are tested on the

business day after the announcement of full year results for the financial year ended 30 June 2025.

01

02

03

05

06

04

05 Financial Results
150

28 Staff share ownership arrangements (continued)

(a) Share-based compensation plan details (continued)

June 2023

PR Plan

Number of

Rights

June 2022

PR Plan

Number of

Rights

Opening balance8,801,0967,74 2 , 2 76

Vested(2,250,625)-

Issued1 ,7 17,9 0 92,454,395

Forfeited(414,740)(1,395,575)

Closing balance7,853,6408,801,096

(b) Effect of share-based payment transactions

$000’sJune 2023June 2022

Award of Shares

PR Plan1051,915

Total expense recognised1051,915

As at 30 June 2023, $2.2 million of the share scheme awards remain unvested and not expensed (2022: $3.1 million).

This expense will be recognised over the performance period of the awards .

(c ) Number of rights outstanding

June 2023June 2022

000’s

Rights

Outstanding

Remaining

Years

Rights

Outstanding

Remaining

Years

PR Plan - 2017--1,543-

PR Plan - 2018--139-

PR Plan - 2022--568-

PR Plan - 20231,275-4,0961

PR Plan - 20243,54819222

PR Plan - 20253,03121,5333

Total7,8548,801

151
29 Securitisation, funds management and other fiduciary activities

Funds management and other fiduciary activities

The Group, through Heartland PIE Fund Limited, controls, manages and administers the Heartland PIE Fund and

its products (Heartland Call PIE and Heartland Term Deposit PIE). Refer to Note 27 - Structured entities for further

details . The Heartland PIE Fund deals with HBL in the normal course of business, in the HBL’s capacity as Registrar of

the Fund and also invests in HBL’s deposits . The Group is considered to control the Heartland PIE Fund, and as such

the Heartland PIE Fund is consolidated within the financial statements of the Group.

30 Concentrations of funding

(a) Concentration of funding by industry

The Australian and New Zealand Standard Industrial Classification (ANZSIC) codes have been used as the basis for

categorising customer and investee industry sectors .

$000’sJune 2023June 2022

Agriculture113 ,341113,848

Forestry and fishing21,94414,391

Mining2911,524

Manufacturing19,18518,643

Finance and insurance2,627,2182,420,850

Wholesale trade7,6 3 45,854

Retail trade and accommodation25 ,13 619,491

Households3,215,8282,754,452

Rental, hiring and real estate services59,72043,797

Construction36,86828,449

Other business services66,76366,731

Transport and storage7,8074,598

Other 40,18341,686

Total6,241,9185,534,314

Unsubordinated notes385,482636,407

Total borrowings6,627,4006,170,721

(b) Concentration of funding by geographical area

$000’sJune 2023June 2022

New Zealand4,634,9344 ,410,372

Overseas1,992,4661,760,349

Total borrowings6,627,4006,170,721

01

02

03

05

06

04

05 Financial Results
152

31 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.

The Group enters into contractual arrangements with counterparties to manage the credit risks associated

primarily with over-the-counter derivatives . The Group has entered into credit support annexes (CSAs) which form

a part of International Swaps and Derivatives Association (ISDA) Master Agreement, in respect of certain exposures

relating to derivative transactions . As per these CSAs, the Group or the counterparty needs to collateralise the

market value of outstanding derivative transactions. As at 30 June 2023, the Group has received $27.61 million of

cash collateral (2022: $32.34 million) against derivative assets. Cash collateral includes amounts of cash obtained

to cover the net exposure between the counterparty in the event of default or insolvency . The cash collateral

received is not netted off against the balance of derivative assets disclosed in the consolidated statement of

financial position; and is disclosed within trade and other payables.

The following table sets out financial assets and financial liabilities which have not been offset but are subject

to enforceable master netting agreements (or similar arrangements) and the related amounts not offset in the

balance sheet. Financial instruments refer to amounts that are subject to relevant close out netting arrangements

under a relevant ISDA agreement. ISDA and similar master netting arrangements do not meet the criteria for

offsetting in the statement of financial position because under such agreements the counterparties typically have

the right to offset only following an event of default, insolvency or bankruptcy or following other pre-determined

events .

Effects of offsetting on the balance sheetRelated amounts not offset

$000’s

Gross

amounts

Gross

amount

set off in

balance

sheet

Net

amounts

reported in

the balance

sheet

Financial

instruments

Cash

collateral

received

Net

amount

June 2023

Derivative financial assets36,983-36,983(7,624)(27,609)1,750

Total financial assets36,983- 36,983(7,624)(27,609)1,750

Derivative financial liabilities7,62 4-7,62 4(7,624)--

Total financial liabilities7,624-7,624(7,624)--

June 2022

Derivative financial assets45,221-45,221(6,341)(32,342)6,538

Total financial assets45,221-45,221(6,341)(32,342)6,538

Derivative financial liabilities6,341-6,341(6,341)--

Total financial liabilities6,341-6,341(6,341)--

153
32 Contingent liabilities and commitments

The Group in the ordinary course of business will be subject to claims and proceedings against it whereby the

validity of the claim will only be confirmed by uncertain future events. In such circumstances the contingent

liabilities are possible obligations, or present obligations if known, 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 on a case by case basis .

Contingent liabilities and credit related commitments arising in respect of the Group’s operations were:

$000’sJune 2023June 2022

Letters of credit, guarantee commitments and performance bonds7,3788,969

Total contingent liabilities7,3788,969

Undrawn facilities available to customers435,314416,561

Conditional commitments to fund at future dates24,87334,791

Total commitments460,187451,352

33 Events after reporting date

The Group approved a fully imputed final dividend of 6 cents per share on 28 August 2023.

There were no other events subsequent to the reporting period which would materially affect the consolidated

financial statements.

01

02

03

05

06

04

154

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Heartland Group Holdings Limited

Our opinion

In our opinion, the accompanying financial statements of Heartland Group Holdings Limited (the

Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial

position of the Group as at 30 June 2023, its financial performance and its cash flows for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

(NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

the consolidated statement of financial position as at 30 June 2023;

the consolidated statement of comprehensive income for the year then ended;

the consolidated statement of changes in equity for the year then ended;

the consolidated statement of cash flows for the year then ended; and

the notes to the financial statements, which include 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)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statementssection of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards)issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group. These services are audit and assurance related

services comprising: assurance over financial service license compliance, insurance solvency, trust

deed reporting, supervisor reporting and registry audits, regulatory reporting, agreed upon procedures

and other services. Other services are actuarial services for reverse mortgages for the Group

(completed prior to our appointment as auditor), tax compliance services for a subsidiary of the Group

and the provision of an executive reward survey report. In addition, certain partners and employees of

our firm may deal with the Group on normal terms within the ordinary course of trading activities of the

Group. The provision of these other services and relationships have not impaired our independence as

auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

155


PwC77


Description of the key audit matterHow our audit addressed the key audit matter

Provision for impairment of finance

receivables

As disclosed in note 13 of the financial

statements, the impairment allowance

totalled $53.3 million at 30 June 2023.

For the determination of the collectively

assessed impairment allowance, this

requires the use of credit risk

methodologies that are applied in models

using the Group’s historical experience of

the correlations between defaults and

losses, borrower creditworthiness,

segmentation of customers or portfolios

and economic conditions. The

assumptions we focused our audit on

included those with greater levels of

management judgement and for which

variations have the most significant

impact on the impairment allowance.

For finance receivables that meet specific

risk based criteria, the impairment

allowance is individually assessed by the

Group. These allowances are measured

using probability weighted scenarios

which are intended to reflect a range of

reasonably possible outcomes, and

incorporate assumptions such as

estimated future cash proceeds expected

to be recovered from the realisation of

security held as collateral by the Group.

We considered this a key audit matter due

to the significant audit effort required and

the inherent estimation uncertainty

present in its determination, which is due

to the subjectivity and extent of judgement

used by the Group in the impairment

allowance recognition and measurement.

We obtained an understanding of control activities

over the Group’s impairment allowance, and for

relevant control activities assessed whether they are

appropriately designed. For controls relevant to our

planned audit approach we tested, on a sample basis,

whether they operated effectively, throughout the

financial year.

In addition, we, along with our credit risk modelling

expert, performed the following procedures, amongst

others, on a targeted or sample basis, to assess the

reasonableness of the Group’s collective allowance

for impairment:

Assessed the appropriateness of the methodology

inherent in the models used against the

requirements of NZ IFRS 9 Financial Instruments;

Challenged and assessed the appropriateness of

the collective allowance for impairment inclusive of

the impacts of any post model adjustments;

We challenged management’s modelling outcomes

using a range of what we consider reasonably

possible assumptions to assess the collective

impairment allowance; and

Tested the completeness and accuracy of critical

data elements used in the calculations.

With respect to individually assessed allowances we:

For a sample of business and rural loans not

identified as impaired, considered the borrowers

latest financial information provided to the Group to

assess the credit risk grade rating allocated to the

borrower to assess whether the borrower has had

a significant increase in credit risk, a critical data

element which involves significant management

judgement;

For loans where an impairment was individually

assessed, we considered the borrower's latest

financial information, value of security held as

collateral and probability weighted scenario

outcomes (where applicable) to test the basis of

measuring the impairment allowance.

We also considered the impacts of events occurring

subsequent to balance date on the impairment

allowances.

Where applicable, we considered the competency,

capabilities, objectivity and nature of the work of

certain experts used by the Group to assist in

determining the individual impairment allowance.

01

02

03

05

06

04

156


PwC78


Description of the key audit matterHow our audit addressed the key audit matter

We also assessed the reasonableness of the

disclosures against the requirements of the

accounting standards.

Fair value of finance receivables -

reverse mortgages

The Group’s fair value of finance

receivables – reverse mortgages

(“Reverse mortgages”) totalled $2.4 billion

at 30 June 2023 as disclosed in note 21

of the financial statements. Reverse

mortgages are held at fair value through

profit or loss.

The fair value of reverse mortgages is

subject to significant judgement and is

highly complex. In addition, the current

impacts of rising interest rates and

declining house prices, combined with the

economic outlook, increases the

possibility of increasing outflows under

the no negative equity guarantee provided

by the Group to the borrower.

Accordingly, we consider this to be a key

audit matter.

The Group records the estimated fair

value of the reverse mortgages at

transaction price on the basis no reliable

fair value can be estimated as there is no

relevant active market and fair value

cannot be reliably estimated using other

valuation techniques under NZ IFRS 13

Fair Value Measurement (NZ IFRS 13).

To assess whether the transaction price

remains an appropriate proxy for fair

value, the Group considers the impact on

future discounted cash flows of changes

in the risk profile and expectations of

performance since loan origination.

Specifically considering changes in

mortality and potential move into care,

voluntary exits, house prices, likelihood of

cash outflows under the no negative

equity guarantee and interest rate

margins.

Our audit procedures included assessing the design

and implementation of controls relating to the Group’s

assessment of the fair value of reverse mortgages.

In addition, our audit procedures included:

Assessing the reasonableness of the Group’s

approach to estimating the fair value based on the

transaction cost against the requirements of NZ

IFRS 13;

Assessing whether there was evidence of a

relevant active market or observable inputs in

which to establish fair value using a market

approach;

Engaging our internal actuarial experts to

independently estimate the value of discounted

future cash flows from the reverse mortgages,

including any expected outflows under the no

negative equity guarantee and comparing this to

the transaction cost of reverse mortgages (carrying

value) to assess any potential shortfall (a shortfall

would indicate the transaction value was

overstated);

Tested the completeness and accuracy of a

sample of critical data elements used as inputs to

our internal actuarial expert assessment of the

value of discounted future cash flows;

Assessed the reasonableness of key assumptions

(such as future house prices, voluntary exits,

interest rate margins, future interest rates) used by

our internal actuarial expert in their assessment of

the value of discounted future cash flows; and

Considered the appropriateness of the disclosures

in note 21 of the financial statements against the

requirements of the accounting standards.

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PwC79


Description of the key audit matterHow our audit addressed the key audit matter

StockCo AU Group goodwill

impairment assessment

The carrying amount of the StockCo AU

Group cash generating unit goodwill as at

30 June 2023 as disclosed in note 18 of

the financial statements amounted to

$139.3 million.

The carrying value of goodwill is a key

audit matter as it is a significant amount in

the Group’s consolidated statement of

financial position and the estimate of the

recoverable amount is dependent on

future cash flows.

The Group used the Fair Value Less

Costs of Disposal (FVLCD) methodology

to determine the recoverable amount of

the StockCo AU Group cash generating

unit. The forecasts in the impairment

model prepared by the Group are based

on the Group’s strategy, some elements

of which would be excluded under a

Value In Use (VIU) methodology under

NZ IAS 36 Impairment of assets (NZ IAS

36).

The future cash flows in the FVLCD

model were prepared based on the Board

approved four year forecast cash flows.

The key drivers and assumptions used in

the impairment model are the following:

Annual lending growth;

Gross interest income (including

interest yield);

Cost of funds;

Discount rate; and

Terminal growth rate.

Reasonably possible changes in key

assumptions that could result in an

impairment are disclosed in note 18 of the

financial statements.

We obtained the impairment assessment prepared by

management which had been independently reviewed

by management’s external experts.

We held discussions with management to understand

the assumptions used in the goodwill impairment

assessment. We gained an understanding of the

current and forecast outlook and the strategic direction

of the business.

Our audit procedures also included the following:

Obtaining an understanding of the business

processes and controls applied by management in

performing the impairment assessment;

Assessing the appropriateness of using a FVLCD

approach against the requirements of NZ IAS 36;

Understanding key changes in the forecasts used

in the impairment assessment compared to the

forecasts used in the acquisition model when the

business was acquired in the prior year;

Challenging management on the reasonableness

of key cash flow assumptions, including

movements in annual lending growth, gross

interest income (including interest yield) and cost

of funds;

Testing the mathematical accuracy of the

impairment assessment;

Engaging our internal valuation expert to assess

management’s valuation methodology and key

assumptions, including the discount rate, terminal

growth rate and reasonableness of the costs of

disposal;

Obtained and evaluated management’s sensitivity

analyses to ascertain the impact of reasonably

possible changes; and

Considered the appropriateness of the disclosures

in note 18 of the financial statements against the

requirements of the accounting standards.

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PwC80


Description of the key audit matterHow our audit addressed the key audit matter

Operation of financial reporting

information technology (IT) systems

and controls

The Group’s operations and financial

reporting processes are heavily

dependent on IT systems for the capture,

processing, storage and extraction of

significant volumes of transactions which

is critical to the recording of financial

information and the preparation of the

Group’s financial statements. Accordingly,

we consider this to be a key audit matter.

In common with all other groups with a

banking subsidiary, access management

controls are important to ensure both

access and changes made to applications

and data are appropriate. Ensuring that

only appropriate staff have access to IT

systems, that the level of access itself is

appropriate, and that access is

periodically monitored, are key controls in

mitigating the potential for fraud or error

as a result of a change to an application

or underlying data.

The Group’s controls over IT systems are

intended to ensure that:

changes to existing systems operate

as intended and are authorised;

access to process transactions or

change data is appropriate and

maintains an intended segregation of

duties;

the use of privileged access to

systems and data is restricted and

monitored; and

IT processing is approved and where

issues arise they are resolved.

For material financial statement transactions and

balances, our procedures included obtaining an

understanding of the business processes, IT systems

used to generate and support those transactions and

balances, associated IT application controls, and IT

dependencies in manual controls.

This involved assessing, where relevant to the audit:

change management: the processes and controls

used to develop, test and authorise changes to the

functionality and configurations within systems;

security: the access controls designed to enforce

segregation of duties, govern the use of generic

and privileged accounts, or ensure that data is only

changed through authorised means; and

IT operations: the controls over certain IT batch

processes used to ensure that any issues that

arise are managed appropriately.

Where relevant to our planned audit approach, we,

along with our IT specialists, evaluated and tested the

design and operating effectiveness of certain controls

over the continued integrity of IT systems that are

relevant to financial reporting.

We also carried out tests, on a sample basis, of IT

application controls that were key to our audit testing

strategy in order to assess the accuracy of relevant

system calculations, automated controls and the

operation of certain system enforced access controls.

Where we identified design or operating effectiveness

matters relating to IT systems and application controls

relevant to our audit, we performed alternative or

additional audit procedures.

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PwC81


Our audit approach

Overview

Overall group materiality: $6.6 million, which represents

approximately 5% of profit before tax.

We chose profit before tax as the benchmark because, in our view, it

is the benchmark against which the performance of the Group is

most commonly measured by users, and is a generally accepted

benchmark.

Following our assessment of the risk of material misstatement, full

scope audits were conducted over the most financially significant

operations, being the Heartland Bank Limited Banking Group and

Heartland Australia Holdings Pty Limited. Specified audit and

analytical review procedures were performed over the remaining

operations.

As reported above, we have four key audit matters, being:

Provision for impairment of finance receivables

Fair value of finance receivables - reverse mortgages

StockCo AU Group goodwill impairment assessment

Operation of financial reporting information technology (IT)

systems and controls

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Group, the accounting

processes and controls, and the industry in which the Group operates.

The scope of our audit and the nature, timing and extent of audit procedures performed were

determined by our risk assessment, the financial significance of components and other qualitative

factors (including history of misstatement through fraud or error).

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160


PwC82


We performed audit procedures over components considered financially significant in the context of

the Group (full scope audit) or in the context of individual primary statement account balances (audit of

specific account balances). We performed other procedures including testing entity level controls,

audit of specific financially significant financial statement line items and analytical review procedures to

address the risk of material misstatement in the residual components.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report, but does not include the financial statements and our

auditor's report thereon. The Annual Report is expected to be made available to us after the date of

this auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an 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) and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

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PwC83


Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an 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 Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Karen Shires.


For and on behalf of:

Chartered AccountantsAuckland

28 August 2023

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06 Directory
162

Te rēhita

Directory

Directors

Heartland Group Board

Gregory Tomlinson

Chair and Non-Executive Director

Jeff Greenslade

CEO and Executive Director

Ellen Comerford

Independent Non-Executive Director

Kathryn Mitchell

Independent Non-Executive Director

Geoff Summerhayes

Independent Non-Executive Director

Heartland Bank Board

Bruce Irvine

Chair and Independent Non-Executive

Director

Jeff Greenslade

Executive Director

Edward John Harvey

Independent Non-Executive Director

Kathryn Mitchell

Non-Independent Non-Executive Director

Shelley Ruha

Independent Non-Executive Director


Simon Tyler

Independent Non-Executive Director

Management

Jeff Greenslade

CEO,

Heartland Group

Chris Flood

Deputy CEO,

Heartland Group


Leanne Lazarus

CEO,

Heartland Bank

Andrew Dixson

Chief Financial Officer,

Heartland Group

Michael Drumm

Group Chief Operating Officer,

Heartland Group

Phoebe Gibbons

General Counsel,

Heartland Group

Aleisha Langdale

Chief Performance Officer,

Heartland Group

Doug Snell

CEO,

StockCo Australia

Lana West

Group Chief People & Culture Officer,

Heartland Group

Andy Wood

Chief Risk Officer,

Heartland Bank

As at the date of this Annual Report .

163
Registered office

35 Teed Street

Newmarket, Auckland 1023

PO Box 9919

Newmarket, Auckland 1149

T 0508 432 785

E shareholders@heartland .co .nz

W heartlandgroup .info

Auditor

PwC

Level 27, PwC Tower

15 Customs Street West

Auckland 1010

T 09 355 8000

Share registry

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

T 09 375 5998

F 09 375 5990

E enquiries@linkmarketservices.co.nz

W linkmarketservices.co.nz

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heartlandgroup.info .

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.