Capital Change Notice

Capital Change Notice




Updated capital change notice to reflect issuance of 50,000 notes of the same Class

Section 1: Issuer information
Name of issuer Heartland Group Holdings
Limited
NZX ticker code HGH
Class of financial product Unquoted medium term notes
issued by Heartland Australia
Group Pty Limited
ISIN (If unknown, check on NZX website) N/A
Currency AUD
Section 2: Capital change details
Number issued/acquired/redeemed 100,000
Nominal value (if any) $100,000,000
Issue/acquisition/redemption price per security $1,000 per note for notes
issued on 5 October 2022

$1,003.08 per note for notes
issued on 18 October 2023
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid up
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
100%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
The medium term notes are
redeemable at the option of a
noteholder prior to their
maturity date (5 October 2027)
on or after 5 October 2025, if
Heartland Bank Limited’s
Common Equity Tier 1 Capital
Ratio falls below 11.50%, if the
long term unsecured senior
debt rating of Heartland
Australia Group Pty Limited
from Fitch Ratings is
downgraded below BBB- or
the share price of HGH trades
below 75% of its closing price
on the NZX trading day
immediately prior to the issue
date (such closing price being
NZ$1.68) for five consecutive
NZX trading days. If a
noteholder elects to redeem

the notes early, HGH has the
right to satisfy the redemption
by exchanging the notes
through issuing HGH ordinary
shares equal in value to the
face value of the notes to be
exchanged, with HGH ordinary
shares to be issued at 97.5%
of the volume-weighted
average price over the five
trading days prior to the date
on which the exchange takes
place.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
The proceeds of the issue will
be used for the Heartland
group’s general corporate
purposes.

The specific authority for the
issue was Heartland Australia
Group Pty Limited and
Heartland Group Holdings
Limited board resolutions.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
100,000 notes, nil treasury
stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Heartland Australia Group Pty
Limited and Heartland Group
Holdings Limited board
resolutions.

Any HGH ordinary shares to
be issued on exchange of the
notes will be issued pursuant
to NZX Listing Rule 4.9.1(b).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As set out above
Date of issue/acquisition/redemption
1
50,000 notes were issued on
5/10/2022

50,000 notes were issued on
18/10/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Phoebe Gibbons, General
Counsel

1
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Capital Change Notice

Contact person for this announcement
Nicola Foley, Group Head of
Communications
Contact phone number +64 27 345 6809
Contact email address nicola.foley@heartland.co.nz
Date of release through MAP

3/04/2024