Heartland publishes Notice of Meeting

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

NZX/ASX release
11 October 2023

Heartland publishes Notice of Meeting

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has today published the Notice of
Meeting for its 2023 Annual General Meeting.

Heartland’s Annual General Meeting will be held online at virtualmeeting.co.nz/hgh23 and in person
at Te Pae Christchurch Convention Centre, Christchurch, New Zealand on Thursday 9 November
2023, commencing at 2pm (New Zealand time).

The Notice of Meeting and Voting and Proxy Form are available from heartlandgroup.info and will be
sent to shareholders shortly. Copies of these documents are attached.

Shareholders joining the meeting online will require their shareholder number for verification
purposes. From the online platform, shareholders will be able to view the presentation, vote and ask
questions. Please see the attached Virtual Annual Meeting Online Guide for details about joining
online.

Attendees are invited to submit questions in advance of the meeting by going to
vote.linkmarketservices.com/HGH or by email to meetings@linkmarketservices.com (with the words
Heartland Group Holdings in the subject line for easy identification).

For shareholders submitting a postal vote or appointing a proxy, completed voting forms must be
received by Heartland’s share registrar Link Market Services, or postal votes and proxy appointments
lodged online, by no later than 2pm (New Zealand time) on 7 November 2023.

The webcast will be available on Heartland’s website at heartlandgroup.info after the conclusion of
the live event.

– ENDS –

The person who authorised this announcement:

Jeff Greenslade
Chief Executive Officer

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

---

Hui ā-Tau
Notice of 2023
Annual Meeting

Notice of Meeting
1
Dear Shareholders,
On behalf of Heartland’s board of directors
(Board), I am pleased to invite you to
Heartland’s 2023 Annual Meeting which is
to be held online at virtualmeeting.co.nz/
hgh23 and in person at Te Pae Christchurch
Convention Centre, 188 Oxford Terrace,
Christchurch, New Zealand on Thursday 9
November 2023, commencing at 2pm (New
Ze a l a n d t i m e).
At this year’s Annual Meeting, we will be
updating you on Heartland’s performance
for the financial year ended 30 June 2023
(FY2023) and discussing Heartland’s strategy
and plans for future growth.
I will be retiring by rotation and standing
for re-election at the Annual Meeting.
Shareholders will be asked to vote on my re-
election as a director. The Board unanimously
supports my re-election. You can read about
my background in the explanatory notes to
this Notice of Meeting.
Shareholders will also be asked to vote on an
increase to the pool available for directors’
remuneration.
If you are unable to attend the Annual
Meeting, I encourage you to cast a postal
vote or appoint a proxy to attend and vote
at the Annual Meeting on your behalf. Your
personalised voting form accompanies this
Notice of Meeting.
For those shareholders who are attending the
Annual Meeting in person, please bring the
enclosed voting form with you to assist with
your registration.
You are invited to join the Board and senior
management for light refreshments at the
conclusion of the meeting.
On behalf of the Board,
Greg Tomlinson
Chair of the Board
Heartland Group Holdings Limited (Heartland) invites you,
our shareholders, to join us at our hybrid Annual Meeting.
A. Chair’s Welcome and Address
B. Chief Executive Officer’s Address
C. Shareholder Discussion
D. Formal Business
Agenda for the Annual Meeting

2
To consider, and if thought fit, to pass the following resolutions:
Resolution 1:
Re-election of Greg Tomlinson
That Greg Tomlinson, who retires by rotation
and is eligible for re-election, be re-elected as
a director of Heartland.
Resolution 1 is an ordinary resolution,
requiring approval by a majority (being more
than 50%) of the votes of those shareholders
entitled to vote and voting.
Resolution 2:
Directors’ remuneration
That the total annual remuneration available
to all non-executive directors be increased
from NZ$1,600,000 or AU$1,400,000
(whichever is the greater amount from time
to time) to NZ$2,400,000 or AU$2,200,000
(whichever is the greater amount from
time to time), an increase of NZ$800,000 or
AU$800,000 (33% and 57% respectively)
effective for the financial year ending 30
June 2024 and onwards, with such sum
to be divided amongst the non-executive
directors as the Board may from time to time
determine.
Resolution 2 is an ordinary resolution,
requiring approval by a majority (being more
than 50%) of the votes of those shareholders
entitled to vote and voting.
Resolution 3:
Auditor’s remuneration
That the Board be authorised to fix the
remuneration of Heartland’s auditor, PwC, for
the financial year ending 30 June 2024.
Resolution 3 is an ordinary resolution,
requiring approval by a majority (being more
than 50%) of the votes of those shareholders
entitled to vote and voting.
A brief description of each resolution is
included in the explanatory notes. The Board
unanimously supports each resolution.
Resolution 1:
Re-election of Greg Tomlinson (Chair and
Non-Executive Director)
Heartland’s constitution and the NZX Listing
Rules require each director to retire by
rotation at least every three years. This year
Greg Tomlinson is retiring and standing for
re-election.
A brief biography of Greg Tomlinson is set out
on page 6, together with a list of his current
directorships.
Resolution 2:
Directors’ remuneration
The Board is proposing to increase the
total annual remuneration available to all
non-executive directors from NZ$1,600,000
or AU$1,400,000 (whichever is the greater
amount from time to time) to NZ$2,400,000
or AU$2,200,000 (whichever is the greater
amount from time to time), an increase of
NZ$800,000 or AU$800,000 (33% and 57%
respectively). If approved, the increase in
remuneration would be effective for the
financial year ending 30 June 2024 and
onwards, with such sum to be divided
amongst the non-executive directors as
the Board may from time to time determine.
Shareholder approval is required under NZX
Listing Rule 2.11.1.
The Board proposes the increase in total
remuneration to address two matters.
Explanatory notes

Notice of Meeting
3
1. Additional fees needed to attract and
retain suitably qualified non-executive
directors to the board of Challenger
Bank Limited (Challenger Bank), a n
Australian Prudential Regulation Authority
(APRA) regulated authorised deposit-
taking institution (ADI), from the date
of completion of the acquisition, which
remains subject to receipt of the requisite
regulatory approvals.
2. Increasing the fees payable to Heartland’s
existing non-executive directors.
Proposed acquisition of Challenger Bank
Heartland’s strategic vision has involved
expansion in Australia for some time. As
outlined in Heartland’s 2023 Annual Report,
in 2023, Heartland signed a share purchase
agreement for the acquisition of Challenger
Bank from Challenger Group, and began
engagement with the Reserve Bank of New
Zealand (RBNZ) and APRA on seeking the
requisite regulatory approvals to complete
the acquisition. Heartland’s desire is to
complete the acquisition within calendar year
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 Limited (Heartland Bank)
acquiring Challenger Bank. If this occurs,
Heartland Banking Group’s business would be
carried out in both New Zealand and 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.¹
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.
In order to support Heartland’s growth
aspirations in Australia and the continued
operation of Challenger Bank in a highly
regulated environment, the Board considers
it essential that a high calibre of Australian
independent, non-executive directors are
appointed to the board of Challenger Bank on
completion of the acquisition, and expects
that regulatory approvals will be contingent
on such appointments.
The Board proposes the following annual fee
allocations for directors of Challenger Bank
from completion of the acquisition:
Challenger Bank Board roleProposed fee
Board Chair²AU$320,000
Board Member – Independent,

non-executive directors
AU$155,000
Board Member – Heartland Bank

non-executive director³
AU$35,000
Board Member – Heartland executive⁴Nil
Chair Challenger Bank Audit CommitteeAU$25,000
Member Challenger Bank Audit
Committee
Nil
Chair Challenger Bank Risk CommitteeAU$25,000
Member Challenger Bank Risk
Committee
Nil
In setting the proposed rates for Challenger
Bank non-executive directors, the Board
considered Australian market data provided
1 Based on balance sheet data from the RBNZ.
2 Geoff Summerhayes is proposed to chair Challenger Bank from completion of the acquisition. Further details regarding Mr Summerhayes’
remuneration were included in Heartland’s 2022 Notice of Meeting.
3 It is anticipated that a Heartland Bank non-executive director will sit on the board of Challenger Bank and be paid an additional fee above the
fees paid for his or her role on the Heartland Bank board to reflect the increased workload.
4 It is anticipated that two Heartland Bank or Group executives will sit on the board of Challenger Bank. These executives will not be paid any
additional fee for this role.

4
5 See the explanation above regarding the director’s fees payable to Mr Summerhayes, which are in addition to those referenced in this table.
6 The Board has agreed in principle to establish a Heartland Sustainability Committee, which is expected to be established during calendar
year 2023.
by Ernst & Young (EY) based on a comparator
group of organisations of a similar size and
scope to Heartland’s anticipated Australian
operations. The Board has also considered
the significant regulatory complexity of
the Australian banking industry requiring
independent board oversight and Heartland’s
growth strategy in this market, driving the
need to attract and retain non-executive
directors of a high calibre.
The Board notes that in the event that the
necessary regulatory approvals are not
obtained or the acquisition of Challenger
Bank does not otherwise proceed, it
does not intend to utilise the amount of
remuneration being sought that relates
to additional fees payable for additional
non-executive directors proposed to be
appointed to Challenger Bank on completion
(approximately AU$550,000). However, should
the acquisition proceed, Heartland will need
to be in a position to be able to commence
paying such fees immediately on completion
in order to secure the necessary high calibre
of directors. Accordingly, shareholder
approval is being sought now.
Increased non-executive director fees
Heartland has not changed the fee
allocations for non-executive directors since
30 June 2018. Between 30 June 2018 and 30
June 2023, there has been a 21.3% increase in
the Consumer Price Index. This inflation has
been accompanied by increasing demands
on directors generally, as well as increased
regulation for businesses in the banking and
financial services industry. The workload and
expectations for directors has also increased
significantly over this time.
Heartland has undergone significant growth
and is now a much more complex business
than when those fee allocations were set.
The current fee allocations and proposed fee
allocations are summarised in the following
table.
Table 1: Current and proposed Board fees⁵
RoleCurrent feeProposed fee% change
Board ChairNZ$150,000NZ$175,00016.7%
Board Member NZ$100,000NZ$120,00020%
Board Member of Heartland Bank Board, where also a member

of Heartland Board
N/ANZ$25,000N/A
Chair Heartland Audit and Risk CommitteeNZ$15,000NZ$20,00033.3%
Member Heartland Audit and Risk CommitteeNilNilNil
Chair Corporate Governance, People, Remuneration and
Nominations Committee
NZ$15,000NZ$20,000 33.3%
Member Corporate Governance, People, Remuneration and
Nominations Committee
Nil NilNil
Chair Heartland Sustainability Committee⁶N/ANZ$20,000N/A
Member Sustainability CommitteeNil NilNil
Chair Heartland Bank Audit CommitteeNZ$15,000NZ$20,000 33.3%
Member Heartland Bank Audit CommitteeNilNilNil
Chair Heartland Bank Risk CommitteeNZ$15,000NZ$20,000 33.3%
Member Heartland Bank Risk CommitteeNil NilNil

Prior to setting the proposed rates for
non-executive directors outlined above,
the Board commissioned an independent
benchmarking review of the current fee
allocations by EY. A summary of EY’s report
is appended to this Notice of Meeting.
The Board notes that the proposed Board
Chair fees are in line with the changes
recommended by EY having regard to a
comparator group of organisations in a similar
industry and, in the case of Heartland, also
having regard to general market comparators
of organisations with a similar size and scope.
In setting the proposed fees for Heartland
and Heartland Bank non-executive directors
and Committee Chairs⁷, the Board has
considered the recommendations of EY, but
also the significant regulatory complexity
of the New Zealand banking and financial
services industry, the high calibre of directors
needed and the time commitment required
of Heartland and Heartland Bank’s non-
executive directors. The Board has also
considered the additional time commitment
required of those directors who are members
of both the Heartland and Heartland Bank
Boards, those directors having previously
received no additional fee reflecting their
dual directorships.
The Board considers that, taking these
factors into account, the fee increases
proposed are reasonable.
At the conclusion of the meeting, Heartland
and Heartland Bank will have 8 non-
executive directors in office. As noted
above, it is intended that an additional three
independent, non-executive directors will be
appointed to the board of Challenger Bank on
completion of the acquisition by Heartland
(subject to regulatory approval), following the
conclusion of the Annual Meeting.
The updated total remuneration will apply
to these directors (and in the case of the
Challenger Bank board, from completion
of the acquisition by Heartland, subject
to regulatory approval), assuming Greg
Tomlinson, being the director seeking re-
election at the meeting, is re-elected.
As noted in the 2022 Notice of Meeting,
given the continued expansion of Heartland
into Australia, including via the acquisition
of Challenger Bank (subject to regulatory
approval), and the need to therefore attract
and retain directors with experience within
the Australian market, the Board proposes
that the fees payable to the Board be fixed in
both New Zealand and Australian dollars, with
whichever is the greater amount from time to
time being the limit. This will minimise the risk
of unfavourable currency movements which
may adversely impact the ability to continue
to pay Board fees at a level that will enable
Heartland to attract and retain directors with
the necessary experience.
The proposed increase in directors’
remuneration has the unanimous support of
the Board.
The NZX Listing Rules require that
remuneration of directors be authorised by
an ordinary resolution. In accordance with
NZX Listing Rule 6.3.1, Heartland will disregard
any votes cast in favour of Resolution 2
(Directors’ Remuneration) by any director
who is intended to receive directors’ fees
(and their respective Associated Persons),
unless such shareholder is casting a vote
under an expressly directed proxy of a person
who is not disqualified from voting.
Resolution 3:
Auditor’s remuneration
PwC will be automatically reappointed as
Heartland’s auditor under section 207T
of the Companies Act 1993. It is proposed
that the Board be authorised to fix PwC’s
remuneration for the year ending 30 June
2024 in accordance with section 207S of the
Companies Act 1993.
Notice of Meeting
5
7 Neither Heartland nor Heartland Bank provide additional remuneration for Committee membership.

6
Greg Tomlinson
AME
Chair and Non-Executive Director
Term of office
Appointed 31 October 2018⁷
Board committees
Acting Chair of the Heartland Corporate
Governance, People, Remuneration and
Nominations Committee, and member of the
Heartland Audit and Risk Committee.
Greg is a Christchurch-based businessman
and investor with 40 years’ experience owning,
managing and building businesses. Tomlinson
Group has active investments in the aged
care, animal pharmaceuticals, finance and
wine sectors.
Greg is currently a director of a number of
companies including Oceania Healthcare
Limited, Tomlinson Group Investments
Limited and Indevin Group Limited. For a full
list of Greg’s directorships, please refer to
Heartland’s 2023 Annual Report.
Greg is a non-independent director of
Heartland as he has a beneficial interest
in the 69,335,936 Heartland shares held by
Harrogate Trustee Limited, which is currently
Heartland’s largest shareholder.
Procedural notes
Voting
Each shareholder will be entitled to one vote
for every share held as at 5pm (New Zealand
time) on 7 November 2023.
Your right to vote may be exercised by:
• attending the meeting and voting in
person
• attending the online meeting and voting
online
• submitting a postal vote
• appointing a proxy (or representative) to
attend the meeting and vote in your place
(Proxy).
If you are attending the meeting in person,
please bring the enclosed voting form
that will act as your admission card to the
meeting.
How to submit a postal vote or
appoint a Proxy
If you are not able to attend the Annual
Meeting, either in person or online, but wish
to submit a postal vote or appoint a Proxy to
attend the online meeting and vote on your
behalf, you can:
• lodge your postal vote or appoint a Proxy
online at vote.linkmarketservices.com/
HGH. You will be required to enter your
CSN/Holder Number and Authorisation
Code (FIN). If you do not have a FIN
number, please contact Link Market
Services at 09 375 5998 or enquiries@
linkmarketservices.co.nz
• complete and return your voting form in
accordance with the instructions on the
voting form.
Your completed voting form must be received
by Link Market Services, or your postal vote or
your Proxy appointment lodged online, by no
later than 2pm (New Zealand time) on
7 November 2023.
If you wish, you may appoint the Chair of
the meeting as your Proxy. To do so, please
8 Greg 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.

Notice of Meeting
The physical meeting is being
held in the Bealey rooms at
Te Pae Christchurch
Convention Centre,
Christchurch.
Multiple off-street parking
sites are available nearby.
The closest is the Wilsons car
park on the corner of Armagh
and Colombo Street (opposite
Victoria Square).
For more information about
getting to the venue, visit:
tepae.co.nz/visiting-te-pae-
christchurch.
Armagh St
Te Pae
Christchurch
Convention
Centre
Gloucester St
Oxford Tce
Colombo St
Durham St N
Victoria Square
write “Chair of the meeting” in the relevant
section. The Chair will vote according to your
instructions. If the Chair is not instructed
how to vote, the Chair intends to vote in
favour of each of the resolutions (other than
resolution 2 due to the voting restrictions
outlined in the explanatory notes).
How to attend the online
meeting
To attend the online meeting, please go to
virtualmeeting.co.nz/hgh23. Shareholders
attending online will be able to vote during
the Annual Meeting. Shareholders who
will be attending the online meeting and
wish to ask a question are encouraged
to submit their question(s) prior to the
Annual Meeting in accordance with the
instructions below. More information
regarding virtual attendance at the Annual
Meeting (including how to vote during the
meeting) is available in the Virtual Annual
Meeting Online Portal Guide available at
bcast.linkinvestorservices.co.nz/generic/
docs/OnlinePortalGuide.pdf.
Shareholder questions prior to
the Annual Meeting
Shareholders present at the Annual Meeting
will have the opportunity to ask questions
during the meeting. If you cannot attend
the annual meeting but would like to ask
a question, you can submit a question by
going to vote.linkmarketservices.com/
HGH or emailing your Proxy Form with your
question to meetings@linkmarketservices.
com
(please put the words Heartland Group
Holdings Proxy Form in the subject line for
easy identification)
. Shareholder questions
will need to be submitted by 2pm (New
Zealand time) on 7 November 2023. Questions
should relate to matters being addressed at
the Annual Meeting.
Venue and parking information

Review of Current
Non-Executive
Director Fee
Practices: Summary
report


Heartland Group Holdings Limited

10 October 2023

Heartland Group Holdings Limited
October 2023


1

Introduction
The Board of Heartland Group Holdings Limited (HGH) has engaged Ernst & Young Limited (EY) to
prepare a report in relation to Non-Executive Directors’ (NED) fees in the New Zealand and
Australian markets. We confirm that our report has been prepared independently and is not subject
to any influence from the management or any Board member of HGH, its subsidiaries or any third
party.
The findings summarise the market positioning of HGH and HBL’s Chair, the other NED fees for both
Boards, committee Chair fees for HGH’s Audit & Risk Committee and Corporate Governance, People,
Remuneration & Nominations Committee and committee Chair fees for HBL’s Audit Committee and Risk
Committee compared to the market data. Fees are ‘at’ the relevant market reference point if positioned
within 10% of the market data reference point.
Comparator group
The market information pertaining to fee practices within the two New Zealand comparator groups (NZ
industry and NZ general market) has been sourced from EY’s Directors’ fees database, supplemented
with data from the most recent financial year end annual reports. Both comparator groups are important
– one reflects industry practice, whilst the other considers NED fees for listed organisations of a similar
size and scope. The organisations in both comparator groups are set out in the Appendix.
The market information pertaining to fee practices for the Australian comparator group is provided as a
reference point for HGH due to the signing of a share purchase agreement for the acquisition of
Challenger Bank, conditional on regulatory approvals. The data has been sourced from the most recent
financial year end reports. The information from annual reports is publicly available information. The
three comparator groups were discussed and agreed with HGH as the basis on which to perform our
analysis. The full list of comparator organisations is in the Appendix of this report.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, EY does not support ‘ageing’ market data to account for this time lag. Therefore, the data used
in this analysis is factual and has not been aged.
Board Chair and other NED fee positioning
Table 1 below compares HGH’s Chair and other NED fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 1: HGH Board Chair and Other NEDs policy positioning
Comparator group
Chair fee policy Other NED fee policy
NZ industry
Aligned to the 25
th
percentile and the median.
We note that the interquartile range is small.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
NZ general market Aligned to the 25
th
percentile.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
Table 2 below compares HGH’s two Committee Chair fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 2: HGH Committee Chairs policy positioning
Comparator group Audit & Risk Committee Chair
Corporate Governance, People,
Remuneration & Nominations Committee
NZ industry - Aligned to the median.
NZ general market Aligned to the 25
th
percentile. Aligned to the 75
th
percentile.


Heartland Group Holdings Limited
October 2023


1

Introduction
The Board of Heartland Group Holdings Limited (HGH) has engaged Ernst & Young Limited (EY) to
prepare a report in relation to Non-Executive Directors’ (NED) fees in the New Zealand and
Australian markets. We confirm that our report has been prepared independently and is not subject
to any influence from the management or any Board member of HGH, its subsidiaries or any third
party.

The findings summarise the market positioning of HGH and HBL’s Chair, the other NED fees for both
Boards, committee Chair fees for HGH’s Audit & Risk Committee and Corporate Governance, People,
Remuneration & Nominations Committee and committee Chair fees for HBL’s Audit Committee and Risk
Committee compared to the market data. Fees are ‘at’ the relevant market reference point if positioned
within 10% of the market data reference point.
Comparator group
The market information pertaining to fee practices within the two New Zealand comparator groups (NZ
industry and NZ general market) has been sourced from EY’s Directors’ fees database, supplemented
with data from the most recent financial year end annual reports. Both comparator groups are important
– one reflects industry practice, whilst the other considers NED fees for listed organisations of a similar
size and scope. The organisations in both comparator groups are set out in the Appendix.
The market information pertaining to fee practices for the Australian comparator group is provided as a
reference point for HGH due to the signing of a share purchase agreement for the acquisition of
Challenger Bank, conditional on regulatory approvals. The data has been sourced from the most recent
financial year end reports. The information from annual reports is publicly available information. The
three comparator groups were discussed and agreed with HGH as the basis on which to perform our
analysis. The full list of comparator organisations is in the Appendix of this report.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, EY does not support ‘ageing’ market data to account for this time lag. Therefore, the data used
in this analysis is factual and has not been aged.
Board Chair and other NED fee positioning
Table 1 below compares HGH’s Chair and other NED fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 1: HGH Board Chair and Other NEDs policy positioning
Comparator group
Chair fee policy Other NED fee policy
NZ industry
Aligned to the 25
th
percentile and the median.
We note that the interquartile range is small.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
NZ general market Aligned to the 25
th
percentile.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
Table 2 below compares HGH’s two Committee Chair fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 2: HGH Committee Chairs policy positioning
Comparator group Audit & Risk Committee Chair
Corporate Governance, People,
Remuneration & Nominations Committee
NZ industry - Aligned to the median.
NZ general market Aligned to the 25
th
percentile. Aligned to the 75
th
percentile.


Heartland Group Holdings Limited
October 2023


2

Table 3 below compares HBL’s Chair and other NED fees to the market data for the New Zealand (NZ)
industry comparator group.
Table 3: HBL Board Chair and Other NEDs policy positioning
Comparator group
Chair fee policy Other NED fee policy
NZ industry
Aligned to the 25
th
percentile and the median.
We note that the interquartile range is small.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
Table 4 below compares HBL’s two Committee Chair fees to the market data for the New Zealand (NZ)
industry comparator group.
Table 4: HBL Committee Chairs policy positioning
Comparator group Audit Committee Chair Risk Committee Chair
NZ industry Aligned to the 75
th
percentile. Above the median.
Recommendations
The following factors have been considered when recommending changes to HGH and HBL’s fee
policy:
• HGH and HBL’s current fee practices, including the fact that neither HGH nor HBL pay committee
member fees. The majority of the entities in the listed entity sample pay separate committee fees,
but this was only the case for two of the entities in the NZ Banks sample
• The relative market positioning of HGH and HBL‘s Director and Chair committee fees, compared to
current fee practices in the relevant comparator group(s) for each entity
• The size and complexity of HGH and HBL relative to peers in the primary comparator group (NZ
industry) and in relation to organisations in the general market comparator group
• The time commitments required of both HGH and HBL’s NEDs in comparison to the comparator group
organisations
• HGH’s revenue: positioned between the median and 75
th
percentile of the NZ industry comparator
group and aligned to the median of the NZ general market comparator group
• HGH’s assets: aligned to the 75
th
percentile of the NZ industry comparator group and above the 75
th

percentile of the NZ general market comparator group
• HGH’s market capitalisation: aligned to the median of the NZ general market comparator group
• HBL’s revenue: positioned between the 25
th
percentile and median of the NZ industry comparator
group
• HBL’s assets: positioned between the median and 75
th
percentile of the NZ industry comparator
group.

Heartland Group Holdings Limited
October 2023


1

Introduction
The Board of Heartland Group Holdings Limited (HGH) has engaged Ernst & Young Limited (EY) to
prepare a report in relation to Non-Executive Directors’ (NED) fees in the New Zealand and
Australian markets. We confirm that our report has been prepared independently and is not subject
to any influence from the management or any Board member of HGH, its subsidiaries or any third
party.
The findings summarise the market positioning of HGH and HBL’s Chair, the other NED fees for both
Boards, committee Chair fees for HGH’s Audit & Risk Committee and Corporate Governance, People,
Remuneration & Nominations Committee and committee Chair fees for HBL’s Audit Committee and Risk
Committee compared to the market data. Fees are ‘at’ the relevant market reference point if positioned
within 10% of the market data reference point.
Comparator group
The market information pertaining to fee practices within the two New Zealand comparator groups (NZ
industry and NZ general market) has been sourced from EY’s Directors’ fees database, supplemented
with data from the most recent financial year end annual reports. Both comparator groups are important
– one reflects industry practice, whilst the other considers NED fees for listed organisations of a similar
size and scope. The organisations in both comparator groups are set out in the Appendix.
The market information pertaining to fee practices for the Australian comparator group is provided as a
reference point for HGH due to the signing of a share purchase agreement for the acquisition of
Challenger Bank, conditional on regulatory approvals. The data has been sourced from the most recent
financial year end reports. The information from annual reports is publicly available information. The
three comparator groups were discussed and agreed with HGH as the basis on which to perform our
analysis. The full list of comparator organisations is in the Appendix of this report.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, EY does not support ‘ageing’ market data to account for this time lag. Therefore, the data used
in this analysis is factual and has not been aged.
Board Chair and other NED fee positioning
Table 1 below compares HGH’s Chair and other NED fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 1: HGH Board Chair and Other NEDs policy positioning
Comparator group
Chair fee policy Other NED fee policy
NZ industry
Aligned to the 25
th
percentile and the median.
We note that the interquartile range is small.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
NZ general market Aligned to the 25
th
percentile.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
Table 2 below compares HGH’s two Committee Chair fees to the market data for the two New Zealand
(NZ) comparator groups.
Table 2: HGH Committee Chairs policy positioning
Comparator group Audit & Risk Committee Chair
Corporate Governance, People,
Remuneration & Nominations Committee
NZ industry - Aligned to the median.
NZ general market Aligned to the 25
th
percentile. Aligned to the 75
th
percentile.


Heartland Group Holdings Limited
October 2023


2

Table 3 below compares HBL’s Chair and other NED fees to the market data for the New Zealand (NZ)
industry comparator group.
Table 3: HBL Board Chair and Other NEDs policy positioning
Comparator group
Chair fee policy Other NED fee policy
NZ industry
Aligned to the 25
th
percentile and the median.
We note that the interquartile range is small.
Aligned to the 75
th
percentile. We note that
the interquartile range is small.
Table 4 below compares HBL’s two Committee Chair fees to the market data for the New Zealand (NZ)
industry comparator group.
Table 4: HBL Committee Chairs policy positioning
Comparator group Audit Committee Chair Risk Committee Chair
NZ industry Aligned to the 75
th
percentile. Above the median.
Recommendations
The following factors have been considered when recommending changes to HGH and HBL’s fee
policy:
• HGH and HBL’s current fee practices, including the fact that neither HGH nor HBL pay committee
member fees. The majority of the entities in the listed entity sample pay separate committee fees,
but this was only the case for two of the entities in the NZ Banks sample
• The relative market positioning of HGH and HBL‘s Director and Chair committee fees, compared to
current fee practices in the relevant comparator group(s) for each entity
• The size and complexity of HGH and HBL relative to peers in the primary comparator group (NZ
industry) and in relation to organisations in the general market comparator group
• The time commitments required of both HGH and HBL’s NEDs in comparison to the comparator group
organisations
• HGH’s revenue: positioned between the median and 75
th
percentile of the NZ industry comparator
group and aligned to the median of the NZ general market comparator group
• HGH’s assets: aligned to the 75
th
percentile of the NZ industry comparator group and above the 75
th

percentile of the NZ general market comparator group
• HGH’s market capitalisation: aligned to the median of the NZ general market comparator group
• HBL’s revenue: positioned between the 25
th
percentile and median of the NZ industry comparator
group
• HBL’s assets: positioned between the median and 75
th
percentile of the NZ industry comparator
group.

Heartland Group Holdings Limited
October 2023


3

Based on our understanding of current director workloads and positioning of fees relative to market,
our recommended fee structure for HGH and HBL is set out below.
Table 5: Recommended fee increases
Role
Current practice
($)
Recommended fee
($)
Increase
(%)
Heartland Group Limited (HGH)
Chair Base Fee 150,000 175,000 16.7
NED Base Fee 100,000 105,000 5.0
Committee Fees
Audit & Risk Committee – Chair 15,000 15,000 -
Corporate Governance, People, Remuneration
& Nominations Committee – Chair
15,000 15,000 -
Heartland Bank Limited (HBL)
Chair Base Fee 150,000 175,000 16.7
NED Base Fee 100,000 100,000 -
Committee Fees
Audit Committee – Chair 15,000 15,000 -
Risk Committee – Chair 15,000 15,000 -
If adopted, these recommendations will:
• Align HGH’s Chair and NED fees to the median of the general market data sample, and 108% of the
median of the industry data sample
• HBL’s Chair fee will equate to 108% of the median of the industry data sample.
As noted earlier, Australian market data is provided as a reference point. EY is not providing a
remuneration recommendation for Challenger Bank, consistent with the provisions of Section 300A
of the Australian Corporations Act.
Thank you for the opportunity to assist HGH with this assignment.


Una Diver
Partner – People Advisory Services
Ernst & Young Limited



Heartland Group Holdings Limited
October 2023


4

Appendix
Comparator groups company financial comparisons
New Zealand industry (n = 6)

Organisation
Revenue / net interest
income
($millions)
Total Assets
($millions)
Market
capitalisation
($millions)
Kiwibank Limited 673 31,547 -
nib NZ Limited 278 202 -
SBS Bank 98 6,005 -
The Co-Operative Bank 89 3,343 -
Tower Limited 352 804 239
TSB Bank Limited 213 8,960 -
25
th
percentile 127 1,439 -*
Median 246 4,674 -*
75
th
percentile 334 8,221 -*
Heartland Group Holdings Limited
Between the median
and the 75
th
percentile
Aligned to the 75
th

percentile
-
282 7,700 -
Heartland Bank Limited
Between the 25
th

percentile and median
Between the median
and the 75
th
percentile
-
215 5,562 -
*EY is unable to provide the median and interquartile range due to insufficient data.

Heartland Group Holdings Limited
October 2023


3

Based on our understanding of current director workloads and positioning of fees relative to market,
our recommended fee structure for HGH and HBL is set out below.
Table 5: Recommended fee increases
Role
Current practice
($)
Recommended fee
($)
Increase
(%)
Heartland Group Limited (HGH)
Chair Base Fee 150,000 175,000 16.7
NED Base Fee 100,000 105,000 5.0
Committee Fees
Audit & Risk Committee – Chair 15,000 15,000 -
Corporate Governance, People, Remuneration
& Nominations Committee – Chair
15,000 15,000 -
Heartland Bank Limited (HBL)
Chair Base Fee 150,000 175,000 16.7
NED Base Fee 100,000 100,000 -
Committee Fees
Audit Committee – Chair 15,000 15,000 -
Risk Committee – Chair 15,000 15,000 -
If adopted, these recommendations will:
• Align HGH’s Chair and NED fees to the median of the general market data sample, and 108% of the
median of the industry data sample
• HBL’s Chair fee will equate to 108% of the median of the industry data sample.
As noted earlier, Australian market data is provided as a reference point. EY is not providing a
remuneration recommendation for Challenger Bank, consistent with the provisions of Section 300A
of the Australian Corporations Act.
Thank you for the opportunity to assist HGH with this assignment.


Una Diver
Partner – People Advisory Services
Ernst & Young Limited


Heartland Group Holdings Limited
October 2023


4

Appendix
Comparator groups company financial comparisons
New Zealand industry (n = 6)

Organisation
Revenue / net interest
income
($millions)
Total Assets
($millions)
Market
capitalisation
($millions)
Kiwibank Limited 673 31,547 -
nib NZ Limited 278 202 -
SBS Bank 98 6,005 -
The Co-Operative Bank 89 3,343 -
Tower Limited 352 804 239
TSB Bank Limited 213 8,960 -
25
th
percentile 127 1,439 -*
Median 246 4,674 -*
75
th
percentile 334 8,221 -*
Heartland Group Holdings Limited
Between the median
and the 75
th
percentile
Aligned to the 75
th

percentile
-
282 7,700 -
Heartland Bank Limited
Between the 25
th

percentile and median
Between the median
and the 75
th
percentile
-
215 5,562 -
*EY is unable to provide the median and interquartile range due to insufficient data.

Heartland Group Holdings Limited
October 2023


5

New Zealand general market (n = 11)
Organisation
Revenue
($millions)
Total Assets
($millions)
Market capitalisation
($millions)
Argosy Property Limited 113 2,213 1,025
Arvida Group Limited 193 3,397 917
Briscoe Group Limited 786 717 1,001
Freightways Group Limited 873 1,089 1,509
Kiwi Property Group Limited 259 1,495 1,495
Manawa Energy Limited 437 1,507 1,507
Precinct Properties New Zealand Limited 129 2,108 2,108
Property for Industry Limited 111 1,229 1,229
SkyCity Entertainment Group Limited 639 1,685 1,685
Tourism Holdings Limited 346 742 742
Vital Healthcare Limited 123 3,400 1,578
25th percentile 126 1,596 1,013
Median 259 2,213 1,495
75
th
percentile 538 3,318 1,543
Heartland Group Holdings Limited
Aligned to the median
Above the 75
th

percentile
-*
282 7,700 -*
Heartland Bank Limited
Between the 25
th

percentile and median
Above the 75
th

percentile
-*
215 5,562 -*
*We cannot disclose anticipated market capitalisation, however this comparator group acknowledges the three-year growth
plan of the ADI acquisition.

Heartland Group Holdings Limited
October 2023


6

Australian general market (n = 13) (AUD)
Organisation
Revenue
($millions)
Total Assets
($millions)
Market capitalisation
($millions)
Abacus Property Group 320 5,407 1,080
AUB Group Limited 334 1,640 3,090
Australian Finance Group Limited 871 6,400 492
Centuria Capital Group 300 2,700 1,270
Cromwell Property Group 378 5,054 1,370
Growthpoint Properties Australia 304 5,500 2,010
Ingenia Communities Group 338 2,183 1,720
Jervois Global Limited 168 797 157
Judo Capital Holdings Limited 173 9,415 1,360
MA Financial Group 236 873 767
MyState Limited 141 8,100 395
National Storage REIT 279 4,100 2,960
Netwelath Group Limited 170 136 3,630
25
th
percentile 173 1,640 767
Median 300 4,100 1,360
75
th
percentile 334 5,500 2,010
Heartland’s anticipated Australian operations
Aligned to the
median
Aligned to the
median
-*
270 4,200 -*
*We cannot disclose anticipated market capitalisation, however this comparator group acknowledges the three-year growth
plan of the ADI acquisition.

Heartland Group Holdings Limited
October 2023


5

New Zealand general market (n = 11)
Organisation
Revenue
($millions)
Total Assets
($millions)
Market capitalisation
($millions)
Argosy Property Limited 113 2,213 1,025
Arvida Group Limited 193 3,397 917
Briscoe Group Limited 786 717 1,001
Freightways Group Limited 873 1,089 1,509
Kiwi Property Group Limited 259 1,495 1,495
Manawa Energy Limited 437 1,507 1,507
Precinct Properties New Zealand Limited 129 2,108 2,108
Property for Industry Limited 111 1,229 1,229
SkyCity Entertainment Group Limited 639 1,685 1,685
Tourism Holdings Limited 346 742 742
Vital Healthcare Limited 123 3,400 1,578
25th percentile 126 1,596 1,013
Median 259 2,213 1,495
75
th
percentile 538 3,318 1,543
Heartland Group Holdings Limited
Aligned to the median
Above the 75
th

percentile
-*
282 7,700 -*
Heartland Bank Limited
Between the 25
th

percentile and median
Above the 75
th

percentile
-*
215 5,562 -*
*We cannot disclose anticipated market capitalisation, however this comparator group acknowledges the three-year growth
plan of the ADI acquisition.

Heartland Group Holdings Limited
October 2023


6

Australian general market (n = 13) (AUD)
Organisation
Revenue
($millions)
Total Assets
($millions)
Market capitalisation
($millions)
Abacus Property Group 320 5,407 1,080
AUB Group Limited 334 1,640 3,090
Australian Finance Group Limited 871 6,400 492
Centuria Capital Group 300 2,700 1,270
Cromwell Property Group 378 5,054 1,370
Growthpoint Properties Australia 304 5,500 2,010
Ingenia Communities Group 338 2,183 1,720
Jervois Global Limited 168 797 157
Judo Capital Holdings Limited 173 9,415 1,360
MA Financial Group 236 873 767
MyState Limited 141 8,100 395
National Storage REIT 279 4,100 2,960
Netwelath Group Limited 170 136 3,630
25
th
percentile 173 1,640 767
Median 300 4,100 1,360
75
th
percentile 334 5,500 2,010
Heartland’s anticipated Australian operations
Aligned to the
median
Aligned to the
median
-*
270 4,200 -*
*We cannot disclose anticipated market capitalisation, however this comparator group acknowledges the three-year growth
plan of the ADI acquisition.

Heartland Group Holdings Limited
October 2023









EY | Assurance | Tax | Transactions | Advisory

About EY
EY is a global leader in assurance, tax, transaction and advisory
services. The insights and quality services we deliver help build trust and
confidence in the capital markets and in economies the world over. We
develop outstanding leaders who team to deliver on our promises to all
of our stakeholders. In so doing, we play a critical role in building a better
working world for our people, for our clients and for our communities.

EY refers to the global organisation and may refer to one or more of the member
firms of Ernst & Young Global Limited, each of which is a separate legal
entity. Ernst & Young Global Limited, a UK company limited by guarantee,
does not provide services to clients. For more information about our organisation,
please visit ey.com.

Our report may be relied upon by Heartland Group Holdings Limited for the
purpose of understanding market remuneration only pursuant to the terms of our
engagement letter dated 5 July 2023. We disclaim all responsibility to any other
party for any loss or liability that the other party may suffer or incur arising from
or relating to or in any way connected with the contents of our report, the
provision of our report to the other party or the reliance upon our report by the
other party.

© 2023 Ernst & Young, New Zealand.
All Rights Reserved.

ey.com

---

Admission card
If you are attending the meeting, keep this form intact and bring it
to the meeting for registration purposes.
If you are not attending the meeting, but wish to make a postal
vote or appoint a proxy, you can do so online or by completing
and returning this form to Link Market Services Limited. It must be
received by no later than 2pm on 7 November 2023.
This is the cut-off time for postal votes to be cast and proxies to be
appointed online.
Signing this form
If your shares are held by:
a.
an in
dividual, this form must be signed by the individual (or his or
her duly authorised attorney);
b.
a com
pany, this form must be signed by a duly authorised
signatory of the company (including a director);
c.
a tru
st, this form should be signed as above by at least
one trustee in accordance with the relevant trust deed (in
accordance with (a) or (b) above, as applicable if the trustee is
an individual or a company);
d.
a par
tnership, this form should be signed by at least one partner
in accordance with the rules governing the partnership (in
accordance with (a) or (b) above, as applicable if the partner is
an individual or a company); or
e.
joi
nt shareholders, this form should be signed by at least one
joint shareholder (or as otherwise required by the arrangements
between the joint shareholders) in accordance with the
relevant method for that joint shareholder set out above.
If this form is completed by an attorney or representative, a copy
of the power of attorney or letter of appointment of representative
(unless previously provided), must accompany this form together
with a completed certificate of non-revocation of authority.
Postal voting
If you are entitled to vote at the meeting, you may cast a postal vote
by ticking the Postal Vote box, completing the Resolutions section,
and signing and returning this form. Alternatively, you can cast your
postal vote online.
If you return a postal vote without indicating how you wish to vote
on a resolution, you will be deemed to have abstained from voting
on that resolution. If you lodge a postal vote and appoint a Proxy,
your postal vote will take priority over your Proxy appointment.
Appointing a Proxy
If you are entitled to vote at the meeting, you may appoint a proxy
(Proxy) by completing the Appointment of Proxy and Resolutions
sections and signing and returning this form. Alternatively, you can
appoint a Proxy online. If you return this form without appointing a
Proxy, it will be treated as a postal vote.
A Proxy does not have to be a Heartland shareholder. If your Proxy
does not attend the meeting, your vote will not be counted (unless
you have cast a postal vote before the meeting).
If you appoint a Proxy to vote on your behalf and tick the “Proxy’s
Discretion” box for a resolution, or do not direct your Proxy how to
vote on a resolution, your Proxy will vote as he/she sees fit on that
resolution. If you wish, you may appoint the Chair of the meeting
as your Proxy. To do so, please write “Chair of the meeting” in the
Appointment of Proxy section. The Chair will vote according to your
instructions. If the Chair is not instructed how to vote, the Chair
intends to vote in favour of each of the resolutions (other than
resolution 2 due to the voting restrictions outlined below).
You may still attend the meeting virtually should you appoint a
Proxy, noting that you will not be able to vote if a Proxy has been
appointed.
Voting restrictions
Voting restrictions apply in relation to resolution 2 in accordance
with NZX Listing Rule 6.3.1 as follows:
Heartland will disregard any votes cast in favour of Resolution
2 (Directors’ Remuneration) by any director who is intended to
receive directors’ fees (and their respective Associated Persons),
unless such shareholder is casting a vote under an expressly
directed Proxy of a person who is not disqualified from voting.
Postal vote
Complete this section if you will not attend the meeting but wish to
cast a postal vote
I/We wish to vote by Postal Vote (please tick the box)
2023 Annual Meeting
How to lodge your postal
vote/proxy appointment:
Online: vote.linkmarketservices.com/HGH
Email: meetings@linkmarketservices.com
Mail: Use the enclosed reply paid envelope or send to:
Link Market Services Limited PO Box 91976,
Auckland 1142, New Zealand
Deliver: Link Market Services Limited
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
QR Code: Scan this QR code with your
smartphone and vote online
Voting and
Proxy form
Te Pae Christchurch Convention Centre, Christchurch, New Zealand,
and online at virtualmeeting.co.nz/hgh23 at 2pm Thursday, 9 November 2023.

Voting and
Proxy form
Appointment of Proxy
Complete this section if you will not attend the meeting but wish to appoint someone to attend on your behalf.
I/We being a shareholder/s of Heartland hereby appoint:
Full name:
Email:
as my/our proxy (or representative, if a body corporate) to attend the meeting on my/our behalf and any adjournment of the meeting and to
vote on my/our behalf at the meeting and any adjournment of the meeting in accordance with my/our directions below, and to vote on any
resolutions to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any
adjournment thereof).
Resolutions
Cast a postal vote, or instruct a Proxy to vote, by placing a tick in the relevant box.
If you have appointed a Proxy and want him/her to decide how to vote on the resolution,
tick the box “Proxy’s discretion”. Proxy’s discretion is not applicable for a postal vote.
ForAgainst
Proxy’s
discretion Abstain
1. Tha
t Greg Tomlinson, who retires by rotation and is eligible for re-election, be re-elected as
a director of Heartland.
2. That the total annual remuneration available to all non-executive directors be increased
from NZ$1,600,000 or AU$1,400,000 to NZ$2,400,000 or AU$2,200,000 (whichever is the
greater amount from time to time), an increase of NZ$800,000 of AU$800,000 (33% or 57%
respectively) effective for the financial year ending 30 June 2024 and onwards, with such
sum to be divided amongst the non-executive directors as the Board may from time to time
determine.
3. That the Board be authorised to fix the remuneration of Heartland’s auditor, PwC, for the
financial year ending 30 June 2024.
Shareholder questions
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but
would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/HGH and completing the online
validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by
2pm on Tuesday 7 November 2023. The Board will address and answer questions during the meeting.
Question:
Signature of shareholder(s)
Signature(s) of shareholder(s) Signature(s) of shareholder(s) Signature(s) of shareholder(s)
Date of signing Day time contact phone number
Electronic investor communication
If you received the Notice of Meeting and this form by mail and would like to receive all future shareholder communications electronically
(by email) where possible, please write your email address below.
Email:

---

Virtual Annual
General Meeting
Online Guide
Part of Link Group | Corporate Markets

2 • Link Market Services Virtual Annual General Meeting Online Guide
Step 1
Open your web browser and
go to virtualmeeting.co.nz and
select the relevant meeting.
Virtual Annual General Meeting
Online Guide
Before you begin
Ensure your browser is compatible.
You can easily check your current
browser by going to the website:
whatismybrowser.com
Supported browsers are:
• Chrome – Version 44 & 45
• Firefox – 40.0.2 and after
• Safari – OS X v10.9 “Mavericks”
& OS X v10.10 “Yosemite”
• Internet Explorer 9 and up (please note
Internet Explorer 8 is not supported)
The virtual meeting is viewable from desktops
and laptops. To attend and vote at the virtual
annual general meeting you must have:
• NZX registered holders: Shareholder
number  and authorisation code (FIN)
• ASX registered holders: Shareholder
number and postcode
If you are an appointed proxy you will need
your proxy number which will be provided
by Link Market Services prior to the
meeting. Please make sure you have this
information before proceeding.
Step 2
Login to the portal using your full name, email
address, and company name (if applicable).
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Annual General Meeting’ button. Once you have
logged in you will see:
• On the left – a live video webcast of the Annual
General Meeting
• On the right – the presentation slides that will be
addressed during the Annual General Meeting.
Note: After you have logged in we recommend that
you keep your browser open for the duration of the
meeting. If you close your browser, your session will
expire. If you attempt to log in again, you will be sent a
recovery link via email for security purposes.

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

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

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

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

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