Heartland Group Holdings Limited logo

Heartland announces solid FY2024 result

Full Year Results28 August 2024HGHFinancials

Note: All figures in NZD unless otherwise stated. Endnotes are located at the end of this announcement.

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

heartlandgroup.info

NZX/ASX release

29 August 2024


Heartland announces solid FY2024 result, sets foundation for

continued growth


Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has announced a net profit after tax

(NPAT) of $74.5 million for the financial year ended 30 June 2024 (FY2024). On an underlying basis

1

,

FY2024 NPAT was $102.7 million.


In a challenging economic environment, Heartland achieved solid gross finance receivables

(Receivables)

2

growth, up 6.4%

3

on the financial year ended 30 June 2023 (FY2023).

4

While some

volatility is expected to continue through the remainder of the 2024 calendar year, the longer-term

outlook for Heartland is positive. Having executed significant strategic milestones in FY2024 (see

page 5), further growth is anticipated in the financial year ending 30 June 2025 (FY2025) as

Heartland continues towards its ambitions for the financial year ending 30 June 2028 (FY2028).


Heartland’s FY2024 result was impacted by the rapidly deteriorating economic conditions in May

and June 2024 which saw the emergence of additional provisions primarily in Heartland Bank

Limited’s (Heartland Bank’s) Asset Finance, Motor Finance and Rural portfolios (see page 4). This

resulted in a 4.9% shortfall to guidance. This late increase in provisions reflects (amongst other

things) enhancements to Heartland Bank’s Motor Finance provisioning model, a more conservative

provisioning approach on certain Rural exposures, and the effect of the sustained inflationary

environment on some consumer and business borrowers.



NPAT NIM

5


Cost-to-income

(CTI) ratio


Receivables

Reported


$74.5m

 22.2%

on FY2023

3.39%

 58 basis points

(bps) on FY2023

48.0%

 311 bps

on FY2023


$7.2b

 6.4%

3


on FY2023

Underlying

1


$102.7m

 6.7%

on FY2023

3.64%

 36 bps

on FY2023

41.9%

 6 bps

on FY2023


11.8%

CAGR

FY2020-FY2024

6



Highlights

‒ Solid FY2024 result achieved in a challenging economic environment.

- One-off or non-cash technical items had a $28.2 million impact on NPAT.

- The shortfall to guidance was largely due to the late increase of $10.1 million of provisions,

detailed on page 4, primarily in Heartland Bank’s Asset Finance, Motor Finance and Rural

portfolios (without which Heartland would have seen a result within guidance).

‒ Growth in Receivables of 6.4% ($432.1 million)

3

on FY2023 to $7.2 billion in FY2024.

- Reverse Mortgages up 20.2% in New Zealand and 19.7%

3

in Australia.

- Asset Finance up 8.0% in a market with difficult trading conditions.

- Motor Finance up 3.8% in a market where total new and used car sales by dealers were

down by 12.7%.

7

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 2

‒ Significant strategic milestones set the foundation to achieve FY2028 growth ambitions.

- Completed the acquisition of Challenger Bank Limited (Challenger Bank) and subsequently

rebranded the authorised deposit taking institution (ADI) to Heartland Bank Australia

Limited (Heartland Bank Australia).

- Successfully completed a $210 million equity raise to fund the acquisition, with strong

investor support.

- Heartland Bank’s core banking system was successfully upgraded, enabling increased

digitalisation and automation.


FY2024 financial results

FY2024 reported results have been normalised to exclude one-off or non-cash technical items.

8


FY2024 FY2023

Reported NPAT $74.5m $95.9m

‒ De-designation of derivatives

$4.7m $6.5m

‒ Fair value changes on equity investments held

$0.3m $4.5m

‒ Bridging loan

n/a $1.3m

‒ Australia Bank Programme transaction costs

$7.7m $2.2m

‒ Other provisions

n/a ($0.5m)

‒ Other

$0.6m $0.2m

Adjusted NPAT

1

$87.9m n/a

‒ Provisions for a subset of legacy lending

$11.5m n/a

‒ Challenger Bank NPAT

$3.3m n/a

Underlying NPAT

1

$102.7m $110.2m

Underlying NPAT guidance range $108-112m $109-114m


FY2024 financial performance


Growth

Consistent with the market, Heartland’s growth in FY2024 was impacted by the challenging

economic environment. Despite this, Heartland grew Receivables by 6.4% ($432.1 million)

3

to $7.2

billion.


Reverse Mortgages, Asset Finance and Motor Finance continued to perform well. Reverse Mortgage

Receivables were up $179.6 million (20.2%)


to $1.07 billion in New Zealand and $298.3 million

(19.7%)

3

to $1.81 billion in Australia. Asset Finance Receivables increased $54.3 million (8.0%) to

$737.0 million in a market with difficult trading conditions. Motor Finance growth of $59.0 million

(3.8%) to $1.63 billion was pleasing in a market where total new and used car sales by dealers in

New Zealand were down 12.7% in FY2024.

6



Heartland’s Australian Livestock Finance business was impacted largely by adverse weather and

market conditions as Receivables decreased $103.0 million (27.5%)

3

to $272.0 million. Receivables

balances stabilised in the second half of FY2024 (2H2024) (down $26.6 million in 2H2024 vs $76.4

million in the first half of FY2024 (1H2024)), in line with lower volatility in cattle and lamb pricing,

and improved trading conditions in New South Wales and Queensland. However, 2H2024 growth

was negatively impacted compared to forecast growth by unseasonably dry conditions across South

Australia and Victoria, presenting limited opportunity for customers to trade livestock and

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 3

accelerating repayments. Product development to meet the growing Australian feedlotting sector, in

combination with new distribution partnerships, is expected to contribute to portfolio growth in

FY2025.


NIM

Heartland’s underlying NIM was 3.64%, a reduction of 36 bps from FY2023.

9



Underlying

NIM

FY2023 1H2024 2H2024 FY2024 FY2024 exit FY2025

expectation

NZ Banking 4.11% 3.81% 3.79% 3.79% 3.92% 4.00%

AU Banking 3.62% 3.35% 3.22% 3.17% 3.19% 3.40%


NZ Banking

Underlying NIM for Heartland Bank was 3.79%, down 32 bps from FY2023 due to a higher cost of

funds, the slower repayment of lower margin Asset Finance and Motor Finance loans as customers

deferred asset upgrades, and a slower pass through of rate increases to Reverse Mortgage

customers.


Underlying NIM stabilised during 2H2024 as cost of funds increases slowed and NIM improvement

accelerated in Asset Finance and Motor Finance, assisted by the pass through of rate increases to

New Zealand Reverse Mortgage customers late in the financial year. FY2024 exit underlying NIM was

3.92% and has improved early into FY2025.


Looking forward, underlying NIM expansion is expected to continue and is forecast to rise above 4%

by the third quarter of FY2025 driven by:

‒ continued NIM improvement in fixed rate portfolios, primarily Motor Finance and Asset Finance

‒ a focus on core lending growth combined with active management of Non-Strategic Assets (see

page 7)

‒ cost of funds benefits from a reducing rate environment.


AU Banking

Underlying NIM for Heartland Bank Australia was 3.17%, down 45 bps from FY2023 primarily due to

the $103.0 million reduction in Australian Livestock Finance Receivables, of which $76.4 million

occurred in 1H2024. This was compounded by the continued increase in wholesale cost of funding

which was not passed onto Australian Livestock Finance customers. Australian Reverse Mortgage

NIM was managed consistently to 3.00% across FY2024.


Base rate stability and an abatement in the retraction of Australian Livestock Finance saw underlying

NIM stabilise across 2H2024. FY2024 exit underlying NIM was 3.19%.


Looking forward, underlying NIM expansion is expected and is forecast to rise above 3.40% for

FY2025. An FY2025 exit underlying NIM above 4% is projected as:

‒ current excess liquidity in Heartland Bank Australia is consumed

‒ the transition from wholesale to retail funding largely concludes

‒ growth in Australian Livestock Finance is expected to return due to more favourable market

conditions and the execution of product and distribution initiatives.


Credit quality

Reflecting the challenging economic conditions, Heartland’s overall credit quality deteriorated year-

on-year during FY2024. The underlying impairment expense ratio increased to 0.44% in FY2024, up 8

bps compared with FY2023.

10


Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 4

NZ Banking

Heartland Bank’s non-performing loans ratio deteriorated from 2.56% to 3.66% in FY2024. Most of

this deterioration occurred in 1H2024 which saw an increase of 104 bps. 2H2024 saw a relative

stabilisation with only a 6 bps increase on 1H2024. The trend in total arrears showed a similar

pattern with 1H2024 witnessing a 230 bps deterioration (to a peak of 7.6%) but an improvement of

70 bps in 2H2024 to 6.9%. This deterioration primarily originated from the Motor Finance and Asset

Finance portfolios which remain under pressure.


In contrast, New Zealand’s Reverse Mortgage credit quality continues to be strong, with a weighted

average loan-to-value ratio (LVR) of 23.5%. Given house prices are expected to have troughed and

interest rates are beginning to fall, this portfolio is expected to remain strong in FY2025 and beyond.

Heartland Bank’s Online Home Loans portfolio is similarly robust with a low arrears rate of 0.4%.


Nevertheless, due to the challenging economic conditions, provisions increased by $22 million in

FY2024. This included the $16 million provision raised by Heartland Bank in December 2023 which

was utilised to cover enhanced provision modelling outcomes and to write-off longer standing loans

in Motor Finance and Business lending. As a result, Heartland Bank reduced the subset of longer

standing Motor Finance arrears by 58% between December 2023 and June 2024.


The Reserve Bank of New Zealand’s (RBNZ) August 2024 Monetary Policy Statement noted a

significant deterioration in domestic economic conditions during May and June 2024. During this

period, Heartland Bank witnessed the emergence of additional specific and collective provisions

totalling $10.1 million as follows.


‒ Specific provisions increased by $7.3 million across the Asset Finance and Rural portfolios as the

incidence of businesses that entered voluntary liquidation, receivership, or ceased to trade

increased. Furthermore, recent reductions in land prices led to a more conservative

provisioning approach on certain Rural exposures.


‒ Collective provisions increased by $2.8 million, primarily across the Motor Finance and Open for

Business portfolios as customer arrears spiked, and enhancements to the Motor Finance

provisioning model (implemented in June 2024) took effect.


Heartland Bank remains committed to ongoing investment in operational process efficiency and

systems automation within the Collections & Recoveries area, thereby maintaining the positive

momentum evidenced in 2H2024. Heartland Bank will continue to closely manage Business and

Rural loans, supporting creditworthy customers through the end of a challenging economic cycle.

The recent reduction in the rate of inflation and the associated fall in the Official Cash Rate signals a

positive change for the New Zealand economy. While this is encouraging, the projected

unemployment rate and the lag between interest rates and business outcomes means Heartland

Bank expects some volatility to continue through FY2025.


AU Banking

As farmers responded to extreme weather conditions, many held onto livestock for longer periods of

time through FY2024 to gain weight and recoup value. Heartland expects these remaining livestock

to be sold and replaced through the first half of FY2025. While conditions are improving, Heartland

Bank Australia is continuing to work closely with customers who may be experiencing stress in the

current market conditions. Despite the extreme market and seasonal conditions that Australian

Livestock Finance customers have endured, the relatively low level of provisioning (A$1.2 million) is

an indication of the credit strength and resilience of the portfolio and more broadly the sector.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 5

Whilst in Australia interest rate and cost of living pressures will likely remain until the second half of

FY2025, Australian Reverse Mortgage credit quality is strong, with a weighted average LVR of 23.5%

and only 0.6% of loans with an LVR over 50%.


Costs

While underlying costs in FY2024 were controlled (underlying OPEX decreased by $1.3 million

(1.0%)

11

), the CTI ratio was flat year-on-year despite the reduction in net operating income which

was largely due to NIM compression and is expected to correct during FY2025.


Staff expenses decreased by $6.1 million due to lower discretionary payments following the shortfall

to underlying NPAT guidance.


IT costs increased by $1.9 million due to inflationary pressures influencing higher licensing and

service charges, alongside increased investment in IT security.


Other operating expenses increased $2.1 million due to a combination of higher legal and

professional fees and occupancy expenses.


Heartland’s underlying CTI ratio is expected to increase in FY2025 as the full cost base of the ADI is

absorbed, and Heartland Bank’s core banking system upgrade commences amortisation (adding

approximately $5.4 million of non-cash operating expenditure per annum over a seven-year period).


Despite this, Heartland remains committed to its ambition of an underlying CTI ratio of less than 35%

by the end of FY2028. Several initiatives are underway to achieve this, including:

‒ a strategy to transition from wholesale to retail funding, particularly in Australia

‒ realising cost savings through digitalisation and automation

‒ creating structural efficiencies in New Zealand and Australia as the banking group matures to

build the capacity for growth.


A year of significant strategic milestones


Heartland achieved significant strategic milestones in FY2024, positioning it well for continued

growth as the economy improves. This includes:

‒ completing the Challenger Bank acquisition on 30 April 2024 and raising $210 million to fund

the acquisition through an equity raise in April 2024, with strong investor support

‒ subsequently rebranding the ADI to Heartland Bank Australia

‒ the successful pre-acquisition deposit raising campaign by Challenger Bank, accelerating

Heartland Bank Australia’s cost of funds reduction strategy

‒ completing the upgrade of Heartland Bank’s core banking system in November 2023 and

accelerating Heartland Bank’s digital programme of work.


The achievement of these strategic milestones strengthens the foundation required for Heartland to

achieve its FY2028 ambitions of an underlying NPAT of more than $200 million, underlying CTI ratio

of less than 35% and underlying return on equity (ROE) of 12-14%, to which Heartland remains

committed.


Heartland’s pathway to achieving these ambitions is driven by modest Receivables growth, NIM

expansion, cost savings from automation, and an improvement in impairments. See page 18 of the

FY2024 IP for more detail on Heartland’s FY2028 ambitions.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 6

Successful completion of Challenger Bank acquisition enabling expansion in Australia

A successful $210 million equity raise in April 2024 enabled the completion of Heartland Bank’s

acquisition of Challenger Bank.


The acquisition made Heartland Bank the first New Zealand registered bank to acquire an Australian

ADI. Importantly, it has created a pathway for further growth and product expansion in the

Australian market.


Post-completion, Heartland transferred its existing Australian businesses (Heartland Finance and

StockCo Australia) to the ADI and rebranded Challenger Bank to Heartland Bank Australia. It is now

the only ADI to offer both reverse mortgages and specialist livestock finance (which it continues to

provide under the StockCo brand).


Heartland Bank Australia has a highly experienced Board and management team to drive expansion

within specialist banking markets. On 22 July 2024, Michelle Winzer commenced her appointment as

Chief Executive Officer of Heartland Bank Australia. Michelle joined Heartland Bank Australia from

her role as Chief Executive Banking of RACQ Bank in Queensland and brings more than 30 years’

experience in banking and financial services, including as Chief Executive Officer of Bank of

Melbourne, and senior roles at Bankwest, the Commonwealth Bank of Australia and Westpac.


With an ADI licence and access to retail deposits, Heartland Bank Australia can now more sustainably

fund its Reverse Mortgage and Livestock Finance lending portfolios. This is expected to have a

positive effect on NIM as Heartland Bank Australia transitions its funding base from 100% wholesale

to a retail and wholesale funding mix, driving a reduction in Heartland Bank Australia’s cost of funds.

Deposit raising campaign accelerating funding transition

Heartland Bank Australia’s funding mix is expected to be predominantly retail deposits (circa 90%) by

the end of FY2025, with wholesale funding sources maintained in the minority for diversification and

additional liquidity support.


Heartland Bank Australia’s transition to retail funding was accelerated in FY2024 by Challenger

Bank’s pre-completion deposit raising programme which enabled the full repayment of a CBA

Reverse Mortgage facility prior to completion. From 1 January 2024 to 30 June 2024, the ADI

achieved deposit growth of A$1,147 million at a weighted average rate of 4.85%, 2.03% lower than

Heartland Australia’s (comprising Heartland Australia Holdings Pty Ltd and its subsidiaries) cost of

funds across the same period.


Since completion, Heartland Bank Australia has been originating and funding all lending through

deposits on its own balance sheet while its wholesale facilities continue to repay, including the

repayment of Heartland Australia’s A$75 million Medium-Term Note on 9 July 2024.


To further diversify and strengthen its capital base, in June 2024, Heartland Bank Australia

successfully completed an inaugural A$50 million Tier 2 Subordinated Note transaction

(Subordinated Notes). The transaction received strong support from a broad range of institutional

investors, with demand for the offer nearly three times oversubscribed. The Subordinated Notes

qualified as Tier 2 Capital under the Australian Prudential Regulation Authority’s capital adequacy

framework for ADIs, and were priced at 370 bps over the 3-month Bank Bill Swap Rate.


All of this leaves Heartland Bank Australia well capitalised, profitable and with strong access to retail

deposits to fund its future growth expectations.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 7

Heartland Bank core banking system upgrade accelerating digitalisation programme

The upgrade of Heartland Bank’s core banking system was completed in November 2023. The

upgrade positions Heartland Bank for increased scalability in the future by enabling greater levels of

digitalisation and automation not possible in the previous version of the system.


Since completion of the upgrade, Heartland Bank has accelerated its digitalisation programme of

work and expects to see the impact of this activity through FY2025. As part of this, several features

have been released to the Heartland Bank Mobile App, including functionality to increase login

security and risk detection, and features to enable increased customer self-service for many of the

reasons for customer inbound calls. Digitalisation combined with employee training and customer

awareness campaigns to increase adoption contributed to a 6% reduction in Retail calls and a 9%

reduction in Customer Service calls in FY2024 compared with FY2023. In addition, most customer

letters and statements will soon be available from the Heartland Bank Mobile App as the primary

method of distribution – this is expected to deliver substantial cost benefit through the reduction of

postage.


Non-Strategic Assets


Heartland Bank has a pool of assets it has accumulated through to its current state of maturity that

are no longer a strategic fit for the organisation. These Non-Strategic Assets (NSAs) earn little or no

income or are returning less than Heartland Bank’s cost of capital.

12

See page 23 of the FY2024 IP for

more detail.


NSAs will be managed and reported separately in FY2025 to provide greater transparency and

enable more focused resolution strategies to be adopted. This will enable underlying capital to be

redeployed to support Heartland Bank’s growth ambitions. Heartland intends to rationalise these

assets over a responsible period of time.


FY2025 outlook


While Heartland expects volatility to continue through the remainder of the 2024 calendar year,

Heartland’s long-term outlook is positive as it continues towards its ambition of an underlying NPAT

of at least $200 million by the end of FY2028.


Looking towards the end of FY2025, Heartland expects to realise the benefits from the significant

strategic milestones achieved in FY2024. This includes from the acquisition of an ADI which provides

a pathway for sustainable growth and increased profitability in Australia. In combination with that,

contributors to growth are expected to include ongoing strong demographic demand for Reverse

Mortgages in both countries and a turnaround in conditions for Australian Livestock Finance.


Heartland’s growth in New Zealand and Australia continues to be driven by Reverse Mortgages, with

CAGR for the period from 1 July 2020 to 30 June 2024 of 17.5% and 17.8% respectively. Ongoing

demographic demand is expected to drive further expansion within each of these portfolios in

FY2025.


Heartland Bank Australia is well positioned for growth beyond FY2025. While Australian Livestock

Finance Receivables decreased in FY2024, a turnaround is expected in FY2025 as market confidence

in the sector returns, supported by the execution of product development initiatives and distribution

network expansion. Australian portfolio growth is expected to be coupled with improvements in

underlying NIM through a combination of cost efficiencies and the conversion of Heartland Bank

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 8

Australia’s funding base from its historic 100% wholesale to a predominantly (circa 90%) retail

funding base.


In New Zealand, Heartland Bank’s FY2025 focus is on simplification, including through the

rationalisation of NSAs as described above. In doing so, Heartland Bank expects to improve its

underlying NIM, leading to an increase in underlying ROE and underlying NPAT.


As Heartland Bank focuses on simplification and working towards its FY2028 ambitions, it remains

cautious around growth expectations within Motor Finance and Asset Finance given the economic

conditions and recent deterioration in credit quality. Overall growth in core lending is expected to be

coupled with the realisation of cost efficiencies through automation and digitalisation initiatives,

stabilisation of impairments over the period, and underlying NIM expansion.


Heartland expects further volatility in the markets within which it operates for the remainder of the

2024 calendar year as rate reductions bed in and the New Zealand and Australian economies

recover. In Heartland’s view, this creates too much uncertainty at this stage to provide an accurate

underlying NPAT guidance range for FY2025. Heartland will revisit its ability to provide an underlying

NPAT guidance range for FY2025 as the financial year progresses.


Final dividend


Heartland has declared a FY2024 final dividend of 3.0 cps, down 3.0 cps on FY2023. Heartland’s final

dividend yield of 8.7%

13

compares with 9.3%

14

in FY2023.


The total dividend payout ratio for FY2024 of 55% of underlying NPAT takes into consideration the

recent $210 million equity raise, acquisition of Challenger Bank and associated growth opportunities.


Having regard to Heartland’s next stage of growth, the Board expects to target a total dividend

payout ratio of at least 50% of underlying NPAT in FY2025. The Board will, as it has historically,

actively manage dividend settings and carefully consider the declaration of any dividends based on

Heartland’s capital needs, ROE accretive growth opportunities, balance sheet flexibility and financial

performance.


The final dividend will be paid on Friday 20 September 2024 (Payment Date) to shareholders on the

company’s register as at 5.00pm NZST on Friday 6 September 2024 (Record Date) and will be fully

imputed.


Heartland has a Dividend Reinvestment Plan (DRP), giving eligible shareholders the opportunity to

reinvest some or all of their dividend payments into new ordinary shares. The DRP will apply to the

final dividend with a 2.0% discount.

15

The DRP offer document and participation form is available on

Heartland’s website at heartlandgroup.info/investor-information/dividends.


– ENDS –


The persons who authorised this announcement:

Jeff Greenslade, Chief Executive Officer

Andrew Dixson, Chief Financial 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

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 9

About Heartland

Heartland is a financial services group with operations in Australia and New Zealand. Heartland has a

long history with roots stretching back to 1875 and is listed on the New Zealand and Australian stock

exchanges (NZX/ASX: HGH).


Heartland’s New Zealand business, Heartland Bank, provides customers with savings and deposit

products, reverse mortgages, online home loans, business loans, car loans and rural loans. In

Australia, Heartland Bank Australia offers competitive term deposits, is Australia's leading provider

of reverse mortgages and provides specialist livestock finance through the StockCo brand.


Heartland’s point of differentiation is its ‘best or only’ strategy – where it focuses on providing

products which are the best or only of their kind through scalable digital platforms. Heartland is

committed to delivering financial solutions through speed and simplicity, particularly via digital

platforms which reduce the cost of onboarding and make it easier for customers to open accounts or

apply for funds when they need it.


More: heartlandgroup.info


Endnotes


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 between periods. Underlying results (which are non-GAAP financial

information) exclude the impact of the de-designation of derivatives, the fair value changes on equity

investments held, the Australian Bank Programme costs, an increase in provisions for a subset of legacy

lending, the Challenger Bank NPAT, and any other impacts of one-offs. Adjusted NPAT before excluding the

increase in provisions for a subset of legacy lending and the Challenger Bank NPAT was $87.9 million (Adjusted

NPAT). The use of underlying results is intended to allow for easier comparability between periods and is used

internally by management for this purpose. In the accompanying FY2024 investor presentation (IP), refer to

page 7 for a summary of reported and underlying results, page 8 for details about FY2024 one-offs, and pages

35 and 36 for general information about the use of non-GAAP financial measures.

2

Receivables includes Reverse Mortgages.

3

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

4

All comparative results are based on the audited full year consolidated Financial Statements of Heartland and

its subsidiaries (the Group) for FY2023.

5

Net interest margin (NIM) is calculated as net interest income over average gross interest earning assets.

6

Compound annual growth rate (CAGR) for the period 1 June 2019 to 30 June 2024.

7

Based on data from Turners, dated June 2024 (data sourced from Waka Kotahi NZ Transport Agency).

8

In the FY2024 IP, refer to page 7 for a detailed reconciliation between reported and underlying financial

information, and page 8 for details about one-offs in the periods covered in this investor presentation.

9

Underlying NIM refers to NIM calculated using underlying results. When calculated using reported results,

NIM was 3.39%, down 58 bps compared with FY2023. For more information, see page 35 of the FY2024 IP.

10

Underlying impairment expense ratio refers to the impairment expense ratio calculated using underlying

results. When calculated using reported results, the impairment expense ratio was 0.66%, up 30 bps compared

with FY2023. For more information, see page 35 of the FY2024 IP.

11

Underlying OPEX refers to OPEX calculated using underlying results. When calculated using reported results,

OPEX was $139.4 million, up $11.3 million compared with FY2023. For more information, see page 35 of the

FY2024 IP.

12

NSAs do not reflect a structural change to Heartland’s operations.

13

FY2024 total fully imputed dividends divided by the closing share price as at 23 August 2024 of $1.12.

14

FY2023 total fully imputed dividends divided by the closing share price as at 25 August 2023 of $1.72.

15

That is, the strike price under the DRP will be 98.0% of the volume weighted average sale price of Heartland

shares over the five trading days following the Record Date. For the full details of the DRP and the Strike Price

calculation, refer to the Heartland DRP offer document dated 10 December 2018.

---

FY2024 Results
Investor Presentation

For the year ended 30 June 2024

2
01Highlights3-5

02Financial results6-18

03Australian banking19-20

04New Zealand banking21-23

05Closing remarks24-25

06Additional information26-33

07Presentation of results, disclaimer & glossary34-38

2

Contents

3
01 |

Jeff Greenslade

Chief Executive Officer

Heartland Group

Highlights

Solid result achieved in a challenging economic
environment

•Growth in Receivables up 6.4%

1

on FY2023.

•Reverse Mortgages up 20.2% in New Zealand and 19.7%

1

in Australia.

•Asset Finance up 8.0% in a market with difficult trading conditions.

•Motor Finance up 3.8% in a market where total new and used car sales

by dealers were down by 12.7%.

2

•One-off or non-cash technical items had a $28.2m impact on NPAT.

•The 4.9% shortfall to guidance was largely due to the late increase of $10.1m

of provisions (without which Heartland would have seen a result within

guidance).

Significant strategic milestones set foundation to

achieve growth ambitions

•Completed Challenger Bank acquisition and subsequently rebranded the

ADI to Heartland Bank Australia.

•Raised $210m in April 2024 equity raise to fund the acquisition, with strong

investor support.

•Pre-acquisition deposit raising accelerated Heartland Bank Australia’s cost

of funds reduction strategy.

•Completed Heartland Bank’s core banking system upgrade, accelerating

digitalisation in New Zealand.

4

1

Excludes the impact of changes in FX rates.

2

Based on data from Turners, dated June 2024 (data sourced from Waka Kotahi NZ Transport Agency).

Solid FY2024 result sets foundation for continued growth

5
6,791

7,223

180

59

(22)

(2)

(44)

54

(24)

(30)

(7)

7

10

298

(103)

57

Jun-23Reverse

Mortgages NZ

MotorPersonal

Lending

Home LoansBusiness

Relationship

Asset FinanceWholesale

Lending

Open for

Business

Rural

Relationship

Livestock

Finance NZ

Rural DirectReverse

Mortgages AU

Livestock

Finance AU

Home Loans

AU

Jun-24

(13.4%)

3.8%

3.4%

8.0%

(46.2%)

19.7%

(0.6%)

(25.9%)

(1.6%)

(27.5%

20.2%

(9.9%)

11.3%

0.0%

Growth achieved in a challenging economic environment

5

Note: The graph shows FY2024 growth in Receivables by portfolio excluding the impact of changes in FX rates. All figures in NZ$m.

$432m (6.4%)

$215m (7.6%)

HouseholdBusiness

$9m (1.3%) $44m (-3.2%)


Rural

6
02 |

Andrew Dixson

Chief Financial Officer

Heartland Group

Financial results

7
Group financial results

7

ReportedUnderlying

FY2024FY2023MovementFY2024FY2023Movement

Financial

performance

NII$277.6m$282.0m


($4.3m)(1.5%)$277.8m$283.9m


($6.1m)(2.1%)

OOI

1

$12.7m$3.3m


$9.4m282.0%$20.2m$16.9m


$3.4m19.9%

NOI$290.4m$285.3m


$5.0m1.8%$298.0m$300.7m


($2.7m)(0.9%)

OPEX$139.4m$128.1m


$11.3m8.8%$124.9m$126.2m


($1.3m)(1.0%)

Impairment Expense$46.4m$23.2m


$23.2m99.7%$30.4m$23.2m


$7.2m30.9%

Tax Expense$30.0m$38.1m


($8.1m)(21.3%)$39.9m$41.1m


$1.1m2.8%

NPAT

2

$74.5m$95.9m


($21.3m)(22.2%)$102.7m$110.2m


($7.4m)(6.7%)

NIM3.39%3.97%


(58 bps)3.64%4.00%


(36 bps)

CTI48.0%44.9%


311 bps41.9%42.0%


(6 bps)

Impairment Expense Ratio

3

0.66%0.36%


30 bps0.44%0.36%


8 bps

ROE6.6%10.4%


(385 bps)9.8%11.9%


(207 bps)

EPS9.8 cps14.0 cps


(4.2 cps)13.5 cps16.0 cps


(2.5 cps)

Financial

position

Liquid Assets$1,708m$627m


$1,082m172.6%

Receivables

4

$7,241m$6,791m


$432m

5

6.4%

5

Borrowings$7,994m$6,627m


$1,366m20.6%

Equity$1,238m$1,031m


$207m20.1%

Equity/Total Assets13.3%13.3%


3 bps

Note: See page 35 for definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods covered in this investor presentation.

1

Reported OOI includes fair value gains/losses on investments.

2

Refer to page 8 for details about one-offs in the periods covered in this investor presentation.

3

Impairment expense as a percentage of average Receivables.

4

Receivables also includes Reverse Mortgages .

5

YoY growth excludingthe impact of changes in FX rates.

8
Reported vs underlying

8

FY2024 one-offs and non-cash technical items included in the reported result (pre-tax)

•De-designation of derivatives: a $6.6m loss was recognised in relation to derivatives that were de-

designated from prior hedge accounting relationships in FY2022.

•Fair value changes on equity investments held: a $0.5m fair value gain was recognised on

investment in Harmoney shares and a $0.8m fair value loss was recognised on investment properties.

•ABP costs: $6.1m of transaction costs in relation to acquiring an ADI in Australia and $3.7m of other

costs related to integration of the ADI into Heartland. In addition, $10.7m of costs directly attributable

to applying to become an ADI have been capitalised as an intangible asset in FY2024.

•Provisions for a subset of legacy lending: a $16.0m increase in provisions to respond to issues

affecting a subset of legacy lending.

•Other non-recurring expenses and other provisions: $0.7m of one-off staff expenses, $0.5m of one-

off legal and professional fees, and ($0.3m) of other provision.

FY2024FY2023

Reported NPAT$74.5m$95.9m

‒De-designation of derivatives$4.7m$6.5m

‒Fair value changes on equity

investments held

$0.3m$4.5m

‒Bridging loann/a$1.3m

‒ABP transaction costs$7.7m$2.2m

‒Other provisionsn/a($0.5m)

‒Other$0.6m$0.2m

Adjusted NPAT

1

$87.9mn/a

‒Provisions for a subset of legacy

lending

$11.5mn/a

‒Challenger Bank NPAT$3.3mn/a

Underlying NPAT

1

$102.7m$110.2m

Underlying NPAT guidance range$108-112m$109-114m

FY2023 one-offs and non-cash technical items included in the reported result (pre-tax)

•De-designation of derivatives: a $9.1m loss was recognised in relation to derivatives that were de-

designated from prior hedge accounting relationships in FY2022.

•Fair value changes on equity investments held: a $4.5m fair value loss was recognised on investment in

Harmoney shares.

•Bridging loan: a $1.9m interest expense was recognised for a $174m (A$158m) bridging loan taken by

Heartland to acquire StockCo Australia, which was fully repaid in September 2022.

•ABP transaction costs: $2.2m of transaction and other costs in relation to becoming an ADI in

Australia. In addition, $6.4m of costs directly attributable to applying to become an ADI have been

capitalised as an intangible asset.

•Other provisions: $0.7m of unwarranted legacy provisions were released.

•Other non-recurring expenses: $0.3m.

Note: All figures in the table on the left are after tax. Figures detailed to the right are pre-tax.

1

See page 35 for definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods covered in this investor presentation.

9
Profitability

76.9

87.9

96.1

110.2

102.7

FY20FY21FY22FY23FY24

-7%

+14%

+9%

+15%

7.5%

1

Underlying NPAT ($ million)

Note: All figures in NZ$m. See page 35 for a definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods covered in this investor presentation.

1

CAGR for the period FY2020- FY2024.

Heartland Group

Reported: 95.9 → 74.5

21.3 (22.2%)

NPAT ($ million)

72.0

87.0

95.1

95.9

74.5

FY20FY21FY22FY23FY24

-22%

0.9%

1

+1%

+9%

+21%

Underlying: 110.2 → 102.7

7.4 (6.7%)

10
4.33%

4.35%

4.05%

3.97%

3.39%

3.34%

4.33%

4.35%

4.16%

4.00%

3.64%

3.75%

3.81%

FY20FY21FY22FY23FY24FY24 exitFY25

expectation

Reported NIMUnderlying NIM

Net interest margin

Note: NIM is calculated as net interest income/average gross interest earning assets. See pages 35 for definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods

covered in this investor presentation.

1

Heartland Bank acquired Challenger Bank (now Heartland Bank Australia) on 30 April 2024. Prior to that, Heartland’s Australian businesses operated as Heartland Australia Group, which did not have an ADI licence or access to deposit funding in Australia.

NIM Underlying NIM expansion expected in FY2025

NZ Banking

•Underlying NIM forecast to rise above 4% by Q3, driven by:

•continued Underlying NIM improvement in fixed rate portfolios, primarily Motor

Finance and Asset Finance

•a focus on core lending growth combined with active management of Non-Strategic

Assets

•cost of funds benefits from a reducing rate environment.

AU Banking

•Underlying NIM forecast to rise above 3.40% for FY2025. An exit underlying NIM above

4% is projected as:

•current excess liquidity in Heartland Bank Australia is consumed

•the transition from wholesale to retail funding largely concludes

•growth in Australian Livestock Finance is expected to return due to favourable

market conditions and the execution of product and distribution initiatives.

Underlying NIMFY2023FY2024FY2024 exit

FY2025

expectation

Heartland Bank4.11%3.79%3.92%4.00%

Heartland Bank

Australia

1

3.62%3.17%3.19%3.40%

11
45.4%

46.8%

43.6%

44.9%

48.0%

44.9%

44.8%

42.5%

42.0%

41.9%

FY20FY21FY22FY23FY24

Reported CTI ratioUnderlying CTI ratio

Costs

Note: CTI ratio is calculated as OPEX/NOI. Underlying CTI ratio excludes one-off impacts. See page 35 for definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods

covered in this investor presentation.

1

Heartland Bank acquired Challenger Bank (now Heartland Bank Australia) on 30 April 2024. Prior to that, Heartland’s Australian businesses operated as Heartland Australia Group, which did not have an ADI licence or access to deposit funding in Australia.

CTI ratio

Committed to underlying CTI ratio of <35% by FY2028

FY2025 to set foundation for underlying CTI ratio improvement in FY2026

and onwards

•Heartland’s underlying CTI ratio is expected to increase in FY2025 as the full cost base

of the ADI is absorbed, and Heartland Bank’s core banking system upgrade

commences amortisation.

•Heartland Bank Australia’s underlying CTI ratio is expected to reduce significantly in

FY2025 as it completes its transition from wholesale to predominantly retail deposit

funding.

Heartland remains committed to its ambition of an underlying CTI ratio of

less than 35% by the end of FY2028

Several initiatives are underway to achieve this, including:

•a strategy to transition from wholesale to retail funding, particularly in Australia

•realising cost savings through digitalisation and automation

•creating structural efficiencies in New Zealand and Australia as the banking group

matures to build the capacity for growth.

Underlying CTI ratioFY2023FY2024

FY2025

expectation

Heartland Bank42.9%43.2%45.2%

Heartland Bank

Australia

1

45.8%48.4%45.4%

12
Impairments

Note: See page 35 for definition of underlying financial metrics. Refer to page 7 for a detailed reconciliation between reported and underlying financial information and page 8 for details about one-offs in the periods covered in this investor presentation.

1

Reported impairment expense ratio increased due to a $16.0m increase in provisions in December 2023 to respond to issues affecting a subset of legacy lending.

2

Heartland Bank acquired Challenger Bank (now Heartland Bank Australia) on 30 April 2024. Prior to that, Heartland’s Australian

businesses operated as Heartland Australia Group, which did not have an ADI licence or access to deposit funding in Australia.

Impairment expense ratio

Non-performing loans ratio

0.65%

0.31%

0.25%

0.36%

0.66%

0.44%

0.31%

0.29%

0.36%

0.44%

FY20FY21FY22FY23FY24

Reported Impairment Expense RatioUnderlying Impairment Expense Ratio

1.87%

1.58%

1.81%

1.87%

2.92%

FY20FY21FY22FY23FY24

Underlying impairment expense ratioFY2023FY2024

Heartland Bank0.49%0.60%

Heartland Bank Australia

2

0.02%0.03%

Non-performing loans ratioFY2023FY2024

Heartland Bank2.56%3.66%

Heartland Bank Australia

2

0.0%1.17%

•Impairments are at elevated levels but not outside an expected band based

on the economic environment.

•Heartland expects impairments to remain elevated in the short term.

1

13
57.4

46.6

36.8

37.0

53.9

5.3

7.1

15.2

16.3

22.5

Jun-20Jun-21Jun-22Jun-23Jun-24

Collective ProvisionSpecific Provision

Provisions

Total provisions

FY2024 increase in provisions includes:

•$16m raised in December 2023 for a subset of legacy lending and longer standing

Motor Finance loans

•$10.1m increase in specific and collective provisions as a result of the impact of the

significant deterioration in domestic economic conditions during May and June

2024, made up of:

•$7.3m increase in specific provisions across Asset Finance and Rural

•$2.8m increase in collective provisions primarily across Motor Finance and O4B.

2.54%

2.75%

2.47%

3.89%

3.18%

1.17%

1.26%

1.21%

1.86%

1.99%

2.31%

2.66%

2.95%

3.12%

3.99%

Jun-22Dec-22Jun-23Dec-23Jun-24

5 - 29 DPD %30 - 89 DPD %NPLs %

Motor Finance arrears

1.25%

2.33%

1.99%

4.26%

2.44%

1.07%

0.74%

1.73%

2.93%

3.12%

2.46%

2.91%

3.33%

4.43%

4.90%

Jun-22Dec-22Jun-23Dec-23Jun-24

5 - 29 DPD %30 - 89 DPD %NPLs %

Asset Finance arrears

14
NZ funding & liquidity

234

192

132

173

116

397

317

274

315

372

105

113

221

216

248

736

622

628

704

735

Jun 20Jun 21Jun 22Jun 23Jun 24

Heartland Bank

Liquidity Composition $m

Undrawn limitInvestmentsCash

1

Based on dashboard data from the RBNZ for the periodJuly 2023-June 2024.

2

Includes intercompany deposits.

3,269

3,220

3,597

4,131

4,376

293

395

482

388

179

66

108

268

227

484

3,628

3,723

4,347

4,746

5,039

Jun 20Jun 21Jun 22Jun 23Jun 24

Heartland Bank

Funding Composition

2

$m

DepositsBonds & Tier 2Wholesale

Solid retail deposit growth

•Heartland Bank achieved retail deposit growth of

5.9% compared to market growth of 5.8% in

challenging market conditions.

1

•Market competition resulted in a higher cost of

funds particularly as depositors favoured term

deposits given the interest rate environment. This

resulted in the call:term deposit funding ratio

reducing to 32% (from 36% in FY2023).

•Awarded in July 2024, Heartland Bank received

Canstar NZ’s Savings Bank of the Year Award for the

seventh consecutive year, and Outstanding Value

Awards for its Direct Call Account, 32 Day Notice

Saver and 90 Day Notice Saver.

•Heartland Bank continues to hold liquidity

significantly above its regulatory minimums and

maintains good access to committed facilities.

•Looking forward, Heartland Bank expects a lower

costs of funds as interest rates fall and it reduces

exposure to wholesale funding with a focus on

growing call funding.

15
Note: Heartland Bank acquired Challenger Bank (now Heartland Bank Australia) on 30 April 2024. Prior to that, Heartland’s Australian businesses operated as Heartland Australia Group, which did not have an ADI licence or access to deposit funding in Australia.

1

Prior to 30 April 2024, Heartland did not have an ADI license or deposit funding in Australia. .

2

Predominantly Australian Government Securities.

AU funding & liquidity

Funding mix expected to be ~90% retail deposits

by the end of FY2025

•Funding transition was accelerated by Challenger

Bank’s pre-completion deposit raising programme

which enabled full repayment of CBA Reverse Mortgage

facility prior to completion.

•From 1 January 2024 to 30 June 2024, the ADI achieved

deposit growth of A$1,147m at a weighted average rate

of 4.85%, 2.03% lower than Heartland Australia’s cost of

funds across the same period.

•Completed an inaugural A$50m Tier 2 Subordinated

Note transaction in June 2024.

1

5

145

111

158

105

313

37

60

76

87

347

646

183

171

233

191

1,306

Jun 20Jun 21Jun 22Jun 23Jun 24

Heartland Bank Australia

Liquidity Composition

1

A$m

Undrawn limitCashInvestment

1,454

705

877

919

1,119

809

145

221

281

242

453

121

850

1,098

1,200

1,482

2,715

Jun 20Jun 21Jun 22Jun 23Jun 24

Heartland Bank Australia

Funding Composition

1

A$m

DepositSecuritised fundingMTNs & Tier 2Other Borrowings

6.89%

4.85%

WholesaleDeposits

Cost of funds

1 Jan 2024 to 30 Jun 2024

54%

90%

46%

10%

Jun-24Jun-25 expectation

Funding mix

DepositsWholesale

~

2

16
Capital

1

6

Heartland Capital Allocation $m

Heartland Capital Movement $m

761

436

41

Heartland BankHeartland Bank AustraliaHeartland Group

$1,238m (13.3% of total assets) as of 30 June 2024

Banking

Group

NZBG

HBA Level

One

HBA Level

Two

Equity$1,196m$1,200mA$399mA$395m

Deductions$(304m)$(584m)A$(273m)A$(149m)

CET1 Capital$892m$616mA$126mA$246m

Tier Two

Capital

$98m$100mA$50mA$50m

Total

Regulatory

Capital

$990m$716mA$176mA$296m

Total Risk

Weight

Assets

$6,436$4,973A$625mA$1,479m

Total Capital

Ratio

15.39%14.40%28.11%20.03%

17
11.1%

12.0%

12.6%

11.9%

9.8%

Jun 20Jun 21Jun 22Jun 23Jun 24

Shareholder return

2

Total fully imputed dividends divided by the closing share price as at 23 August 2024 of $1.12.

2

Total fully imputed dividends divided by the closing share price as at 25 August 2023 of $1.72.

3

That is, the strike price under the DRP will be 98.0% of the volume weighted average sale price of Heartland

shares over the five trading days following the Record Date. For the full details of the DRP and the Strike Price calculation, refer to the Heartland DRP offer document dated 10 December 2018.

4

Underlying ROE refers to ROE calculated using underlying results. When calculated using reported results,

ROE was 6.6%, down 385 bps. See page 35 for more information about the use of ROE, a supplementary, non-GAAP measure.

Underlying ROE

4

•Final dividend of 3.0 cps, down 3.0 cps on FY2023.

•Dividend yield of 8.7%

1

(FY2023: 9.3%

2

).

•The total dividend payout ratio for FY2024 of 55% of underlying NPAT takes into

consideration the recent $210m equity raise, acquisition of Challenger Bank (now

Heartland Bank Australia) and associated growth opportunities.

•Heartland’s DRP will apply to the final dividend with a 2.0% discount.

3

•Having regard to Heartland’s next stage of growth, the Board expects to target a total

dividend payout ratio of at least 50% of underlying NPAT in FY2025. The Board will, as it

has historically, actively manage dividend settings and carefully consider the

declaration of any dividends based on Heartland’s capital needs, ROE accretive growth

opportunities, balance sheet flexibility and financial performance.

EPS (cps)

12.5

14.9

16.3

14.0

9.8

13.3

15.1

16.3

16.0

13.5

FY20FY21FY22FY23FY24

ReportedUnderlying

18
FY2028 growth ambitions

FY2028 ambitions are driven by modest Receivables growth, NIM expansion, cost savings from automation, and an improvement in impairments.

Financial

metric

FY2024

FY2028

ambition

Commentary

Receivables$7.2b

> 10%

CAGR p.a.

•Assumes modest Receivables growth below Heartland’s track record of 11.8% over the last 4 years.

1

•Organic growth in existing Australia and New Zealand portfolios which are aligned with Heartland’s

strategic ambitions.

•Increased competitiveness in Australian Reverse Mortgages and Livestock Finance through

utilisation of bank cost of funds.

•Further upside from launch of Motor Finance and Asset Finance in Australia if it is ROE accretive.

2

Underlying

NIM

3

3.64%> 4%

•Continued shift of asset mix towards higher quality portfolios and focus on recycling capital related

to Non-Strategic Assets.

•Transition of Australian funding base from 100% wholesale to a retail/wholesale funding mix to drive a

reduction in the cost of funds in the Australian business through cheaper retail deposit costs relative

to wholesale.

Underlying CTI

ratio

3

41.9%< 35%

•Investing in digitalisation and automation in New Zealand with a focus on Heartland Bank’s

Collections & Recoveries area to improve internal workflows and reduce manual effort.

•Motor digitalisation through branded online origination platforms for Motor Finance dealer partners in

New Zealand.

•Flow-on benefit of improved revenue margins.

Underlying

impairment

expense ratio

3

0.44%< 0.30%

•Heartland’s long term underlying impairment expense has been 0.37%.

4

•FY2028 ambition of < 0.30% underlying impairment expense ratio through the cycle reflects portfolio

mix transitioning towards higher quality assets (i.e. Reverse Mortgages and Livestock Finance).

12%-14%

FY2028 underlying

ROE

3

ambition

$200m+

FY2028 underlying

NPAT

3

ambition

1

CAGR calculated for the period from 30 June 2020 to 30 June 2024.

2

Subject to meeting minimum ROE hurdles and APRA consultation.

3

See pages 35-36 for definition of underlying financial metrics.

4

Average of impairment expense ratio between FY2020 and FY2024.

The ratios and growth rates provided for the financial metrics underlying the FY2028 ambitions are not targets. They represent an indication of how the financial metrics may work in combination to achieve the FY2028

underlying NPAT and ROE ambitions. The FY2028 ambitions and underlying key metrics assumes current growth in Receivables being maintained and no material deterioration in the economic environment.

19
03 |

Michelle Winzer

Chief Executive Officer

Heartland Bank Australia

Australian banking

20
AU FY2025 focus

Business growth

Continue to focus on expansion within existing

specialist lending portfolios: Reverse Mortgages and

Livestock Finance.

•Leverage the strong ongoing demographic demand

for Reverse Mortgages, providing older Australians

with a solution to remaining in their home as they

age.

•Execute on Livestock Finance product development

initiatives, including meeting demand within the

growing feedlotting sector.

•Expand distribution networks and strengthen

partnerships to increase product reach.

Service excellence

Through a commitment to strategy execution and

discipline, deliver service excellence for customers

while progressing towards FY2028 ambitions.

•Execute on strategic initiatives towards FY2028

ambitions.

•Focus on cost optimisation and discipline to realise

underlying CTI ratio expectations.

•Review end-to-end processes and identify

opportunities to streamline and deliver faster time

to service for customers.

•Invest in digitalisation and automation to improve

service delivery, and ultimately lead to enhanced

customer experience.

Operational efficiency

Increase the capacity to do more through operational

efficiencies as the ADI continues to establish itself as

Heartland Bank Australia.

•Create structural efficiencies by removing duplication

and identifying process improvement as the cultures

of the three previous AU businesses (Heartland

Finance, StockCo Australia and Challenger Bank)

come together.

•Transition from historic 100% wholesale to

predominantly (~90%) retail funding – the benefits of

which are expected to flow through to improvements

in the underlying CTI ratio and underlying NIM.

Heartland Bank Australia is well positioned for sustainable growth beyond FY2025 through its focus on business growth, operational efficiency, service

excellence and risk management.

21
04 |

Leanne Lazarus

Chief Executive Officer

Heartland Bank

New Zealand banking

22
NZ FY2025 focus

In New Zealand, Heartland Bank aims to expand its margin and reduce costs to deliver better returns. These key strategic priorities will drive a strong

contribution to the Group’s FY2028 ambitions.

Margin expansion

NIM expansion >4%

•Growth in Reverse Mortgages and Motor Finance.

•Proactive management of fixed back book portfolios in

Asset Finance and Motor Finance.

•Actively increase mix of retail funding focused on

growth in call deposits.

Cost reduction

Reduce costs by $5m

•Cost savings through digitalisation and automation

($3.8m).

•Digitalise 58% of basic banking functions to enable

customers to self-serve.

•Mobile app customer usage uplift to 60% and

reduction of customer calls by 35%.

•Automate 35% of processes.

•Offer customers flexibility to self manage loan

repayments for Motor Finance (from October 2024).

•Cost savings through structural and supplier efficiency

with disciplined cost management ($1.2m).

Simplification and better returns

Accelerate growth in strategic portfolios

•Simplify the business through identifying lending

that no longer aligns to Heartland Bank’s strategy.

•Develop focused strategies to separately manage

Non-Strategic Assets, within an appropriate time

frame.

23
Non-Strategic Assets

Non-Strategic Assets includes assets that earn little or no income or are returning less than Heartland’s cost of capital.

1

•Non-Strategic Assets will be managed and reported separately in FY2025 to provide greater transparency and enable more focused resolution strategies to be

adopted. This will enable underlying capital to be redeployed to support Heartland Bank’s growth ambitions.

•Heartland intends to rationalise these assets over a responsible period of time.

Non-Strategic AssetsJune 2024

Equity investments$13.5m

Investment properties$3.7m

Property $12.6m

Receivables

2

- Business$74.4m

- Rural$113.7m

Total$217.8m

1

Non-Strategic Assets do not reflect a structural change to Heartland’s operations.

2

Receivables as at 30 June 2024 excluding provisions.

24
05 |

Jeff Greenslade

Chief Executive Officer

Heartland Group

Closing remarks

25
Looking forward

Long-term outlook remains positive

towards FY2028 ambitions

•Long-term outlook is positive as Heartland expects to realise benefits

from the significant strategic milestones achieved in FY2024.

•In Australia, Heartland Bank Australia is well positioned for growth

beyond FY2025.

•In New Zealand, Heartland Bank’s FY2025 focus is on simplification and

strategic core lending.

Volatility to continue through the

remainder of CY2024

•In Heartland’s view, this creates too much uncertainty at this stage for

Heartland to provide an accurate underlying NPAT guidance range for

FY2025.

•Heartland will revisit its ability to provide an underlying NPAT guidance

range for FY2025 as the financial year progresses.

26
06 |

Additional information

$1.07b
NZ Reverse Mortgages

+$179.6m (20.2%)


vs June 2023

$141,183

Average

loan size

77

Average age of youngest borrower

on a loan

17.5%

CAGR FY2020-FY2024

1

9.1%

Average

origination LVR

23.5%

Weighted

average LVR

0.1%

Proportion of the

loan book over 75% LVR

2

Number of loans in the

book over 75% LVR

$197m

(+$0.6m vs FY2023)

FY2024 origination

$113m

(+$16.2m vs FY2023)

Total repayments in FY2024

12.7%

(vs 13.4% in FY2023)

FY2024 repayment rate

24.8%

(vs 31.8% in FY2023)

Repayments from vintage loans

(+11 years)

1

CAGR for the period 1 July 2020 – 30 June 2024.

27

27

NZ Reverse Mortgage portfolio analytics

1
CAGR for the period 1 July 2020 – 30 June 2024.

A$1.67b

AU Reverse Mortgages

+A$276m (19.6%)


vs June 2023

A$188,756

Average

loan size

76

Average age of youngest borrower

on a loan

17.8%

CAGR FY2020-FY2024

1

11.5%

Average

origination LVR

23.5%

Weighted

average LVR

0.0%

Proportion of the

loan book over 75% LVR

2

Number of loans in the

book over 75% LVR

A$331m

(+A$1.4m vs FY2023)

FY2024 origination

A$200m

(+A$15.5m vs FY2023)

Total repayments in FY2024

14.3%

(vs 16.0% in FY2023)

FY2024 repayment rate

13.8%

(vs 16.1% in FY2023)

Repayments from vintage loans

(+11 years)

28

28

AU Reverse Mortgage portfolio analytics

As part of the new Climate-Related Disclosures obligations introduced through the Financial Sector (Climate-Related Disclosures and Other Matters) Amendment Act
2021, Heartland’s first climate statement is required as part of its full year reporting for FY2024. Heartland’s first climate statement will be published on 30 September

2024, alongside its Annual Report. Further detail can be found within the accompanying FY2024 Heartland Bank Limited Disclosure Statement.

Heartland’s climate commitment is part of its broader sustainability strategy which is built on three pillars: environment, people and financial wellbeing.

Environment

Support the just transition to a net-zero economy.

•Build the capability to appropriately take climate

change risks into consideration when making

lending decisions.

•Fund Heartland’s borrowers’ transition to a net-

zero economy.

•Embed sustainability into what Heartland does.

Financial wellbeing

Support the financial wellbeing of Heartland’s

customers and communities.

•Enhancing economic outcomes for customers

through digitalisation.

•Ensuring customers can benefit from Heartland’s

digitalisation journey.

•Ensuring Heartland’s values and commitments

are shared by its suppliers.

People

Caring for Heartland’s people, customers and

communities.

•Care for the communities Heartland operates in.

•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 Heartland’s customers.

29

Sustainability strategy

More: heartlandgroup.info/sustainability

30
Regulatory update

With the completion of the acquisition of (now) Heartland Bank Australia, the

Heartland group now includes an APRA-regulated ADI which is subject to

prudential regulation in Australia.

In New Zealand, Heartland Bank has recently updated its processes for assessing

consumer loans in response to the revocation of the prescriptive affordability

requirements from the Credit Contracts and Consumer Finance Regulations 2004.

The Government is continuing to assess, amongst other matters, the disclosure

obligations and liability settings for directors and senior managers under the

Credit Contracts and Consumer Finance Act 2003, which Heartland is closely

monitoring.

On 20 August 2024, the Commerce Commission published its final report into

competition in the personal banking sector. Heartland Bank welcomes the review

and broader mandate to introduce more competition in personal banking and is

supportive of the Commerce Commission’s recommendations.

In mid-June 2024, the Finance Minister announced a joint Select Committee

inquiry into banking competition with a focus on rural banking. Terms of reference

have now been released with submissions due to the Select Committee on 25

September 2024.

The Depositor Compensation Scheme under the Deposit Takers Act 2023 (Act) is

expected to commence mid-2025. Heartland Bank is continuing to contribute to

industry consultations that are underway.

In May 2024, the Customer and Product Data Bill (Bill), known as ‘open banking’

was introduced to Parliament and the first sectors to be designated are banking

and electricity. The Bill has been referred to the Select Committee with

submissions due in September 2024.

Heartland Bank continues its preparations for the new conduct regime which

comes into force from 31 March 2025, and expects to make its conduct licence

application to the Financial Markets Authority by October 2024.

31
Corporate structure

3

1

1

StockCo Australia is a group of companies.

Introducing Heartland Bank Australia

•On 30 April 2024, Heartland Bank completed the

acquisition of Challenger Bank and became the first

registered New Zealand bank to acquire an Australian ADI.

•The ADI was subsequently rebranded to Heartland Bank

Australia.

•On 2 May 2024, Heartland Australia Holdings Pty Limited

and its subsidiaries (which include Heartland Australia

Group and StockCo Australia) were transferred to

Heartland Bank Australia.

•With the inclusion of Heartland’s existing Australian

businesses, Australian Seniors Finance (offering Reverse

Mortgages under the Heartland Finance brand) and

StockCo Australia as part of the regulated banking group

(the “Australian Banking Group”), Heartland Bank Australia

is now Australia’s only specialist provider of both reverse

mortgages and livestock finance.

•Drawing on Heartland’s expertise in New Zealand, and its

successful track record in Australia, Heartland Bank

Australia will focus on providing Australians with specialist

banking products that are the best or only of their kind,

through digital channels.

Heartland Group

(NZX/ASX: HGH)

Heartland Bank

Heartland Bank Australia

(previously Challenger Bank)

Heartland Australia

Holdings

StockCo Australia

1

Heartland Australia Group

Australian Seniors Finance

BBB (stable) Fitch

NZ Banking Group

BBB (stable) Fitch

AU Banking Group

BBB (stable) Fitch

BBB- (stable)

Fitch

NZ company

AU company

32
Geoff

Summerhayes

Chair & Independent Non-Executive

Director

Appointed in 2024

Shane Buggle

Independent Non-Executive Director

Appointed in 2024

Lyn McGrath

Independent Non-Executive Director

Appointed in 2024

Vivienne Yu

Independent Non-Executive Director

Appointed in 2024

Leanne Lazarus

Non-Independent Non-Executive Director

Appointed in 2024

Jeff

Greenslade

Non-Independent Non-Executive Director

Appointed in 2024

Bruce Irvine

Non-Independent Non-Executive Director

Appointed in 2024

Board of Directors

Greg

Tomlinson

Chair & Non-Independent Non-Executive

Director

Appointed in 2018 (2013 to Heartland NZ Ltd

Board)

1

Jeff

Greenslade

CEO & Non-Independent Executive

Director

Appointed in 2018 (2010 to Heartland NZ Ltd

Board)

1

Kate Mitchell

Independent Non-Executive Director

Appointed in 2021

John Harvey

Independent Non-Executive Director

Appointed in 2024

Simon Beckett

Independent Non-Executive Director

Appointed in 2024

Rob Bell

Independent Non-Executive Director

Appointed in 2024

Note: See heartlandgroup.info/about-heartland/board-of-directors for full profiles.

1

Heartland changed its name from Heartland New Zealand Limited to Heartland Bank Limited on 31 December 2015 (in conjunction with the amalgamation of Heartland New Zealand Limited and Heartland Bank Limited).

Heartland Group

Bruce Irvine

Chair & Independent Non-Executive

Director

Appointed in 2015 (2013 to Heartland NZ Ltd

Board)

1

Jeff

Greenslade

Non-Independent Non-Executive Director

Appointed in 2015 (2010 to Heartland NZ Ltd

Board)

1

John Harvey

Non-Independent Non-Executive Director

Appointed in 2015 (2013 to Heartland NZ Ltd

Board)

1

Kate Mitchell

Non-Independent Non-Executive Director

Appointed in 2019

Shelley Ruha

Independent Non-Executive Director

Appointed in 2020

Simon Tyler

Independent Non-Executive Director

Appointed in 2022

Heartland Bank (New Zealand)Heartland Bank (Australia)

33
Michelle Winzer

Chief Executive Officer

Joined in 2024

David Brown

Chief Risk Officer

Joined Challenger Bank in 2021

Sarah

Burgemeister

General Counsel

Joined Heartland Finance in 2023

Medina Cicak

Chief Commercial Officer

Joined in 2024

Richard Collier

Chief Financial Officer

Joined Challenger Bank in 2024

Vaughan Dixon

Chief Technology & Operations Officer

Joined in 2024

Sharon Yardley

Chief Compliance & Sustainability Officer

Joined Heartland Finance in 2004

1

Management

Jeff

Greenslade

Chief Executive Officer

Joined in 2009

Chris Flood

Deputy Chief Executive Officer

Joined in 1997

Andrew Dixson

Group Chief Financial Officer

Joined in 2010

Aleisha

Langdale

Chief Performance Officer

Joined in 2015

Heartland Group

Leanne Lazarus

Chief Executive Officer

Joined in 2022

Andy Wood

Chief Risk Officer

Joined in 2022

Kerry Conway

Chief Financial Officer

Joined in 2024

Michael Drumm

Chief Operating Officer

Joined in 2015

Phoebe

Gibbons

General Counsel

Joined in 2020

Lana West

Chief People & Culture Officer

Joined in 2021

Heartland Bank (New Zealand)Heartland Bank (Australia)

Note: See heartlandgroup.info/about-heartland/board-of-directors for full profiles.

1

Prior to Heartland’s acquisition in 2014.

34
07 |

Presentation of results,

disclaimer & glossary

Audited financial results in this investor presentation are presented on a reported and underlying basis.
•Reported results are prepared in accordance with NZ GAAP and include the impacts of one-offs, both positive and

negative, which can make it difficult to compare performance between periods.

•Underlying results (which are non-GAAP financial information) exclude the impact of the de-designation of derivatives,

the fair value changes on equity investments held, the Australian Bank Programme costs, an increase in provisions for a

subset of legacy lending, the Challenger Bank NPAT, and other one-offs. This is intended to allow for easier

comparability between periods and is used internally by management for this purpose.

Adjustments for underlying results impact NOI, OPEX, NPAT, NIM and EPS. Underlying ROE, underlying CTI ratio and underlying

impairment expense ratio measures are supplementary, non-GAAP measures that may be used by investors, industry analysts

and others in assessing and benchmarking profitability and performance against the industry and/or other companies. A GAAP

and non-GAAP comparative is provided for each of these measures.

Refer to page 7 for a detailed reconciliation between reported and underlying financial information, and page 8 for details

about one-offs in the periods covered in this investor presentation.

General information about the use of non-GAAP financial measures is set out on page 36 of this investor presentation.

Presentation of results

35

This presentation has been prepared by Heartland Group Holdings Limited (NZX/ASX: HGH)
(the Company or Heartland) for the purpose of briefings in relation to its Financial

Statements.

The presentation and the briefing (together the Presentation) contain summary information

only, which should not be relied on in isolation from the full detail in the Financial Statements.

The information in the Presentation has been prepared with due care and attention, but its

accuracy, correctness and completeness cannot be guaranteed. No person (including the

Company and its directors, shareholders and employees) will be liable to any other person

for any loss arising in connection with the Presentation.

The Presentation outlines a number of the Company’s forward-looking plans and projections.

Those plans and projections reflect current expectations, but are inherently subject to risk

and uncertainty, and may change at any time. There is no assurance that those plans will be

implemented or that projections will be realised. You are strongly cautioned not to place

undue reliance on any forward-looking statements, particularly in light of the current

economic climate.

No person is under any obligation to update this presentation at any time after its release or

to provide further information about the Company.

The information in this presentation is of a general nature and does not constitute financial

product advice, investment advice or any recommendation. Nothing in this presentation

constitutes legal, financial, tax or other advice.

Non-GAAP measures

This presentation contains references to non-GAAP measures including underlying profit or

loss, underlying ROE, underlying CTI ratios, underlying impairment expense ratios and

underlying EPS. A reconciliation between reported and the non-GAAP measure of underlying

financial information is included on page 7.

Because Heartland complies with accounting standards, investors know that comparisons

can be made with confidence between reported profits and those of other companies, and

there is integrity in Heartland’s reporting approach. These non-GAAP figures are provided as

a supplementary measure for readers to assess Heartland’s performance alongside NZ GAAP

reported measures, where one-offs, both positive and negative, can make it difficult to

compare profits between years. However, these non-GAAP measures do not have

standardised meanings prescribed by GAAP and should not be viewed in isolation nor

considered a substitute for measures reported in accordance with NZ GAAP.

Non-GAAP financial information has not been subject to review by PricewaterhouseCoopers,

Heartland’s external auditor.

All amounts are in New Zealand dollars unless otherwise indicated. Financial data in this

presentation is as at 30 June 2024 unless otherwise indicated. Any other financial

information provided as at a date after 30 June 2024 has not been audited or reviewed by any

independent registered public accounting firm.

Disclaimer

36

ABPAustralia Bank Programme
Heartland Australia

Group

Heartland Australia Holdings Pty Ltd and its direct and indirect

wholly-owned subsidiaries

ADIAuthorised deposit-taking institutionHeartland BankHeartland Bank Limited

APRAAustralian Prudential Regulation AuthorityHeartland Bank AustraliaHeartland Bank Australia Limited

bpsBasis pointsLVRLoan-to-value ratio

CAGRCompound annual growth rateNIINet interest income

Challenger BankChallenger Bank LimitedNIMNet interest margin

cpsCents per shareNOINet operating income

CTI ratioCost to income ratioNPATNet profit after tax

CY2024The calendar year ending 31 December 2024O4BOpen for Business

DRPDividend Reinvestment PlanOOIOther Operating Income

EPSEarnings per shareOPEXOperating expenses

FXForeign currency exchangeppsPercentage points

FY2023The financial year ended 30 June 2023RBNZReserve Bank of New Zealand

FY2024The financial year ended 30 June 2024ReceivablesGross Finance Receivables

FY2025The financial year ending 30 June 2025ROEReturn on Equity

FY2028The financial year ending 30 June 2028

StockCo, StockCo

Australia

Comprised of StockCo Australia Management Pty Ltd, StockCo

Holdings 2 Pty Ltd and their subsidiaries

HarmoneyHarmoney Corp LimitedQ3The third quarter of FY2025 (1 January to 31 March 2025)

HeartlandHeartland Group Holdings Limited or the CompanyYoY

Year-on-year

Glossary

37

Investor information
For more information, go to

heartlandgroup.info/investor-information

Investor & media relations

Nicola Foley

Group Head of Communications

+64 27 345 6809

nicola.foley@heartland.co.nz

Thank you

---

Results announcement
(for Equity Security issuer/

Equity and Debt Security issuer)






Results for announcement to the market

Name of issuer Heartland Group Holdings Limited

Reporting Period 12 months to 30 June 2024

Previous Reporting Period 12 months to 30 June 2023

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$290,354 1.8%

Total Revenue $290,354 1.8%

Net profit/(loss) from

continuing operations

$74,549 -22.2%

Total net profit/(loss) $74,549 -22.2%

Interim/Final Dividend

Amount per Quoted Equity

Security

$ 0.03000000

Imputed amount per Quoted

Equity Security

$ 0.01166667

Record Date 06/09/2024

Dividend Payment Date 20/09/2024

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.00 $1.09

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the audited financial statements that accompany

this announcement for a further explanation of these figures.

Authority for this announcement

Name of person


authorised

to make this announcement

Andrew Dixson, Chief Financial Officer

Contact person for this

announcement

Nicola Foley, Group Head of Communications

Contact phone number 027 345 6809

Contact email address nicola.foley@heartland.co.nz

Date of release through MAP


29/08/2024


Audited financial statements accompany this announcement.

---

Distribution Notice





Section 1: Issuer information

Name of issuer Heartland Group Holdings Limited

Financial product name/description Ordinary shares

NZX ticker code HGH

ISIN (If unknown, check on NZX

website)

NZHGHE0007S9

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 06/09/2024

Ex-Date (one business day before the

Record Date)

05/09/2024

Payment date (and allotment date for

DRP)

20/09/2024

Total monies associated with the

distribution

1


$27,916,839.87

Source of distribution (for example,

retained earnings)

Retained earning

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$ 0.04166667

Gross taxable amount

3

$ 0.04166667

Total cash distribution

4

$ 0.03000000

Excluded amount (applicable to listed

PIEs)

NIL

Supplementary distribution amount $ 0.00529412

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed


Fully imputed – YES

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.



If fully or partially imputed, please
state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$ 0.01166667

Resident Withholding Tax per

financial product

$ 0.00208333

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

2.0%

Start date and end date for

determining market price for DRP

09/09/2024 13/09/2024

Date strike price to be announced (if

not available at this time)

16/09/2024

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

09/09/2024, 5:00pm NZT

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Andrew Dixson, Chief Financial Officer

Contact person for this

announcement

Nicola Foley, Group Head of Communications

Contact phone number 027 345 6809

Contact email address nicola.foley@heartland.co.nz

Date of release through MAP


29/08/2024







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

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


NZX/ASX release

29 August 2024


ASX Listing Rule 1.15.3 Statement


Heartland Group Holdings Limited’s (Heartland) (NZX/ASX: HGH) (an ASX Foreign Exempt Listing)

confirms, for the purposes of ASX Listing Rule 1.15.3, that it has complied with and continues to

comply with the Listing Rules of NZX Limited, which is its overseas home exchange.


– ENDS –


The person(s) who authorised this announcement:


Jeff Greenslade

Chief Executive Officer


For further information, 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

---

Financial
Statements

For the year ended 30 June 2024


P. 2

Contents



Page

General Information........................................................................................................................................................... 3

Auditor.................................................................................................................................................................................. 3

Other Material Matters...................................................................................................................................................... 3

Directors............................................................................................................................................................................... 4

Directors’ Statements......................................................................................................................................................... 5

Statement of Comprehensive Income................................................................................................................................. 6

Statement of Changes in Equity........................................................................................................................................... 7

Statement of Financial Position............................................................................................................................................ 8

Statement of Cash Flows....................................................................................................................................................... 9

Notes to the Financial Statements

1 Financial statements preparation........................................................................................................................ 11

Performance

2 Segmental analysis................................................................................................................................................. 17

3 Net interest income................................................................................................................................................ 19

4 Net operating lease income................................................................................................................................... 20

5 Other income........................................................................................................................................................... 21

6 Operating expenses................................................................................................................................................. 22

7 Compensation of auditor....................................................................................................................................... 22

8 Impaired asset expense.......................................................................................................................................... 24

9 Taxation.................................................................................................................................................................... 25

10 Earnings per share.................................................................................................................................................. 26

Financial Position

11 Investments............................................................................................................................................................ 27

12 Derivative financial instruments.......................................................................................................................... 28

13 Finance receivables measured at amortised cost.................................................................................... 33

14 Operating lease vehicles........................................................................................................................................ 38

15 Borrowings.............................................................................................................................................................. 39

16 Share capital and dividends.................................................................................................................................. 42

17 Other reserves........................................................................................................................................................ 43

18 Other balance sheet items.................................................................................................................................... 44

19 Acquisition.............................................................................................................................................................. 49

20 Related party transactions and balances............................................................................................................ 51

21 Fair value................................................................................................................................................................. 53

Risk Management

22 Enterprise risk management................................................................................................................................. 58

23 Credit risk exposure............................................................................................................................................... 63

24 Liquidity risk............................................................................................................................................................ 68

25 Interest rate risk..................................................................................................................................................... 70

Other Disclosures

26 Significant subsidiaries.......................................................................................................................................... 73

27 Structured entities................................................................................................................................................. 73

28 Staff share ownership arrangements................................................................................................................. 75

29 Securitisation, funds management and other fiduciary activities................................................................. 77

30 Concentrations of funding.................................................................................................................................... 77

31 Offsetting financial instruments.......................................................................................................................... 78

32 Contingent liabilities and commitments............................................................................................................. 79

33 Events after reporting date.................................................................................................................................. 79

Auditor’s Report.................................................................................................................................................................. 80


P. 3

General Information


These financial statements are issued by Heartland Group Holdings Limited (HGH) and its subsidiaries (the Group) for the year

ended 30 June 2024.


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 disclosed 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.


P. 4

Directors


All Directors of HGH reside in New Zealand with the exception of Robert Bell and Simon Beckett who reside in Australia.

Communications to the Directors can be sent to Heartland Group Holdings Limited, Level 3, 35 Teed Street, Newmarket, Auckland

1023.


Geoffrey Edward Summerhayes resigned as Independent Non-Executive Director of HGH, effective 30 April 2024.


Edward John Harvey was appointed as an Independent Non-Executive Director of HGH, effective 30 April 2024.


Ellen Frances Comerford resigned as Independent Non-Executive Director of HGH, effective 26 June 2024.


Robert Bell was appointed as an Independent Non-Executive Director of HGH, effective 27 June 2024.


Simon Beckett was appointed as an Independent Non-Executive Director of HGH, effective 27 June 2024.


There have been no other changes to the composition of the Board of Directors of the Group for the year ended 30 June 2024.


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


Chair – Board of Directors

Name: 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 Holdings Limited, Indevin Group Investments 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.


Name: Simon Beckett


Qualifications: BSc (Hons), GAICD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

ORDE Holdings Pty Ltd, ORDE Financial Pty Ltd, ORDE Capital Management Limited, ORDE Mortgage Custodian Pty Ltd,

GeoSnapShot Pty Ltd, First Avenue Ventures Pty, First Avenue Capital Pty Ltd.


Name: Robert Bell Qualifications: BBus

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

Liveheats Pty Ltd, 86 Elwood Pty Ltd, Home Finance Company PTE Limited.


Name: Jeffrey Kenneth Greenslade Qualifications: LLB

Type of Director: Non-Independent Executive Director Occupation: Chief Executive Officer of Heartland Group Holdings

External Directorships (excluding HGH subsidiaries):

Henley Family Investments Limited.


Name: Edward John Harvey Qualifications: BCom, CA, CFInstD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships (excluding HGH subsidiaries):

Napier Port Holdings Limited, Pomare Investments Limited, Port of Napier Limited.


Name: Kathryn Mitchell Qualifications: BA, CMInstD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships (excluding HGH subsidiaries):

Chambers@151 Limited, Christchurch International Airport Limited, Firsttrax Approvals Limited, Link Engine Management Limited,

Link Management International (NZ) Limited, Morrison Horgan Limited, The New Zealand Merino Company Limited, The A2 Milk

Company Limited, Purepods Limited.

P. 5
Directors' Statements

The financial statements are dated 28 August 2024 and have been signed by all Directors.

G. R. Tomlinson (Chair)R. Bell

J. K. GreensladeS. Beckett

K. MitchellE. J. Harvey


P. 6

Statement of Comprehensive Income




For the year ended 30 June 2024




$000's Note

June 2024 June 2023


Interest income

3

661,032 527,710

Interest expense

3

383,387 245,721

Net interest income 277,645 281,989




Operating lease income

4

6,058 5,631

Operating lease expenses

4

4,373 3,827

Net operating lease income 1,685 1,804




Lending and credit fee income


14,284 11,753

Other (expense)

5

(2,946) (5,742)

Net operating income 290,668 289,804




Operating expenses

6

139,386 128,079

Profit before impaired asset expense and income tax 151,282 161,725




Fair value (loss) on investments and investment property


(314) (4,488)

Impaired asset expense

8

46,423 23,244

Profit before income tax 104,545 133,993




Income tax expense

9

29,996 38,125

Profit for the year 74,549 95,868


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 instruments in a cash flow

hedge relationship

(10,701) 7,116

Movement in fair value reserve 925 (533)

Movement in foreign currency translation reserve 1,773 (6,803)

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

(3,152) (2,411)

Other comprehensive income for the year, net of income tax (11,155) (2,631)


Total comprehensive income for the year 63,394 93,237


Earnings per share



Basic earnings per share

10

9.85c 13.96c

Diluted earnings per share

10

9.85c 13.96c


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










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


P. 7

Statement of Changes in Equity




For the year ended 30 June 2024




June 2024 June 2023



Share

Capital Reserves

Retained

Earnings

Total

Equity

Share

Capital

Reserves

Retained

Earnings

Total

Equity

$000's

Note


Balance at beginning of year 800,712 6,240 224,052 1,031,004 599,185 9,936 199,586 808,707


Total comprehensive income

for the year


Profit for the year - - 74,549 74,549 - - 95,868 95,868

Other comprehensive (loss)/

income, net of income tax

17 - (11,155) - (11,155) - (2,631) - (2,631)

Total comprehensive income for

the year

- (11,155) 74,549 63,394 - (2,631) 95,868 93,237


Transactions with owners


Dividends paid 16 - - (71,190) (71,190) - - (71,402) (71,402)

Dividend reinvestment plan 16 13,476 - - 13,476 7,100 - - 7,100

Transaction costs associated

with capital raising

16 (6,254) - - (6,254) (3,749) - - (3,749)

Share based payments 28 - (2,816) - (2,816) - 105 - 105

Share issuance 16 210,255 - - 210,255 197,006 - - 197,006

Vesting of share based

payments

28 765 (765) - - 1,170 (1,170) - -

Total transactions with owners 218,242 (3,581) (71,190) 143,471 201,527 (1,065) (71,402) 129,060




Balance at end of the year 1,018,954 (8,496) 227,411 1,237,869 800,712 6,240 224,052 1,031,004




















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


P. 8

Statement of Financial Position




As at 30 June 2024




$000's

Note June 2024 June 2023

Assets

Cash and cash equivalents 629,619 311,503

Investments 11 1,092,131 330,240

Derivative financial instruments 12 12,316 36,983

Finance receivables measured at amortised cost 13 4,266,946 4,334,214

Finance receivables - reverse mortgages 21 2,897,818 2,403,810

Investment properties 3,660 11,903

Operating lease vehicles 14 18,261 16,966

Right of use assets 18 15,519 12,318

Other assets 18 35,185 27,990

Current tax asset 16,767 1,960

Intangible assets 18 279,906 235,733

Deferred tax asset 9 23,727 21,105

Total assets 9,291,855 7,744,725


Liabilities

Deposits 15 5,949,116 4,131,025

Other borrowings 15 2,040,763 2,496,375

Derivative financial instruments 12 9,017 7,624

Lease liabilities 18 17,776 14,287

Tax liabilities - 6,112

Trade and other payables 18 37,314 58,298

Total liabilities 8,053,986 6,713,721

Net assets 1,237,869 1,031,004


Equity

Share capital 16 1,018,954 800,712

Retained earnings and other reserves 17 218,915 230,292

Total equity 1,237,869 1,031,004


















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



P. 9

Statement of Cash Flows




For the year ended 30 June 2024



$000's

Note June 2024 June 2023

Cash flows from operating activities

Interest received

433,047 333,874

Operating lease income received

5,288 4,571

Lending, credit fees and other income received

9,345 6,292

Operating inflows 447,680 344,737

Interest paid

(327,643) (193,679)

Payments to suppliers and employees

(155,782) (128,195)

Taxation paid

(46,842) (54,629)

Operating outflows (530,267) (376,503)

Net cash flows applied to operating activities before changes in operating assets and

liabilities


(82,587) (31,766)

Proceeds from sale of operating lease vehicles

2,219 4,492

Purchase of operating lease vehicles

(6,732) (8,766)

Net movement in finance receivables

1


473,912 (448,210)

Net movement in deposits

541,541 526,939

Net cash flows from operating activities

2

928,353 42,689


Cash flows from investing activities


Purchase of property, plant and equipment and intangible assets

(28,091) (24,669)

Proceeds from investment securities

246,490 55,443

Purchase of investment securities

(637,399) (95,000)

Deposit paid for the conditional acquisition of Challenger Bank Limited

- (3,936)

Purchase of equity investment

- (6,952)

Purchase of investment property

- (71)

Cash acquired on acquisition of subsidiary

19

165,620 -

Purchase of subsidiary, net of cash acquired

- (3,047)

Net cash flows applied to investing activities (253,380) (78,232)

Cash flows from financing activities


Proceeds from wholesale borrowings

1,743,510 1,264,359

Repayment of wholesale borrowings

(2,362,786) (1,208,292)

Proceeds from issue of unsubordinated notes

189,588 87,589

Repayment of unsubordinated notes

(123,764) (330,300)

Proceeds from issue of subordinated notes

51,572 97,934

Dividends paid 16

(57,714) (64,303)

Payment of lease liabilities

(3,044) (2,656)

Net issue of share capital 16

204,001 193,364

Net cashflows (applied to)/from financing activities (358,637) 37,695

Net increase in cash held

316,336 2,152

Effect of exchange rates on cash and cash equivalents

1,780 (1,407)

Opening cash and cash equivalents

311,503 310,758

Closing cash and cash equivalents

3

629,619 311,503

1

Includes proceeds from sale of reverse mortgage portfolio from the Group to HBA prior to HBA's acquisition. Refer to Note 21 - Fair value for

further details.

2

Cash flows from operating activities do not include cash flows from wholesale borrowings which are included as part of financing activities.

3

At 30 June 2024, the Group has $176.0 million (2023: $97.0 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.




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


P. 10

Statement of Cash Flows (continued)



For the year ended 30 June 2024



Reconciliation of profit after tax to net cash flows from operating activities




$000's

Note June 2024 June 2023

Profit for the year 74,549 95,868


Add/(less) non-cash items:

Depreciation and amortisation expense 12,129 10,124

Depreciation on lease vehicles 14 3,902 3,461

Capitalised net interest income and fee income (186,389) (154,706)

Impaired asset expense 8 46,423 23,244

Fair value movements (11,537) 6,899

Deferred tax (2,622) 1,969

Other non-cash items (3,110) 2,097

Total non-cash items (141,204) (106,912)


Add/(less) movements in operating assets and liabilities:

Finance receivables 473,912 (448,210)

Operating lease vehicles (5,197) (5,266)

Other assets 595 (2,856)

Current tax (20,919) (17,892)

Derivative financial instruments 26,060 9,521

Deposits 541,541 526,939

Other liabilities (20,984) (8,503)

Total movements in operating assets and liabilities 995,008 53,733



Net cash flows from operating activities

1

928,353 42,689

1

Cash flows from operating activities do not include cash flows from wholesale borrowings which are included as part of financing activities.
























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


P. 11

Notes to the Financial Statements


For the year ended 30 June 2024


1 Financial statements preparation


Reporting entity


The financial statements presented are the consolidated financial statements comprising Heartland Group Holdings (HGH) and its

controlled entities (the Group). Refer to Note 26 – Significant subsidiaries and Significant events section within this note 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.


The Group is a designated climate reporting entity (CRE) under the climate-related disclosure regime and is required to meet its

requirements effective from the financial reporting period commencing 1 July 2023. Refer to Note 22 - Enterprise risk

management for further details.


Basis of preparation


The 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 Accounting Standards (IFRS Accounting Standards) as issued by the International

Accounting Standards Board.


The 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 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 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 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 statement of comprehensive income.


P. 12

1 Financial statements preparation (continued)


Changes in accounting standards


Accounting standards issued and effective


Disclosure of Accounting Policies - Amendments to NZ IAS 1 Presentation of Financial Statements


The Group adopted the amendments to NZ IAS 1 Presentation of Financial Statements. Effective 1 July 2023, these amendments

require the disclosure of material accounting policy information instead of significant accounting policies. The amendments did

not result in any changes to the accounting policies and did not impact the accounting policy information disclosed below.


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.


The Group early adopted the Amendments to FRS-44 from 1 July 2022. Refer to Note 7 - Compensation of auditor for further

details.


There have been no other 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


Presentation and Disclosure in Financial Statements (NZ IFRS 18)


IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18) was issued in April 2024 to replace IAS 1 Presentation of

Financial Statements (IAS 1) when applied. New Zealand Equivalent to IFRS 18 (NZ IFRS 18) was issued on 23 May 2024. Most of

the presentation and disclosure requirements will largely remain unchanged together with other disclosures carried forward from

IAS 1. NZ IFRS 18 primarily introduces the following:


x a defined structure for the statement of comprehensive income by classifying items into one of the five categories:

operating, investing, financing, income taxes and discontinued operations. Entities will also present expenses in the

operating category by nature, function, or a mix of both, based on facts and circumstances;


x disclosure of management-defined performance measures (a subset of alternative performance measures / non-GAAP

measures) in a single note together with reconciliation requirements, and


x additional guidance on aggregation and disaggregation principles (applied to all primary financial statements and notes).


P. 13

1 Financial statements preparation (continued)


Accounting standards issued not yet effective (continued)


Presentation and Disclosure in Financial Statements (NZ IFRS 18) (continued)


NZ IFRS 18 also made limited change to certain presentation and disclosure requirements in the financial statements, e.g., NZ IAS

7 Statement of Cash Flows; as well as consequential changes to various IFRS Accounting Standards.


NZ IFRS 18 will be effective for annual reporting periods beginning on or after 1 January 2027. The Group expects to adopt NZ IFRS

18 and relevant consequential changes of other accounting standards in the financial year beginning 1 July 2027. The Group is

currently assessing the impact and will disclose more detailed assessments in the future.


Other new accounting standards, amendments to accounting standards and interpretations have been published that are not

mandatory for the 30 June 2024 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 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.


x 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 measured at amortised cost

for further details.


x 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 (now Heartland Bank Australia Limited). 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.


x Fair value of reverse mortgages - Fair value is quantified by the transaction price (cash advanced plus accrued capitalised

interest). Judgement is applied in determining the appropriateness of the transaction price as fair value. Refer to Note 21 -

Fair value for further details.


x 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 or group of CGUs for impairment testing. Refer to Note 18 - Other balance sheet

items for further details.


x Acquisition of Challenger Bank Limited (now Heartland Bank Australia Limited) – Fair value of the consideration transferred

and fair value of the identifiable assets acquired and liabilities assumed, measured on a provisional basis. Judgement is

applied in determining consideration and in the valuation of the acquiree’s identifiable assets and liabilities assumed on the

acquisition date. Refer to Note 19 – Acquisition for further details.


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.


P. 14

1 Financial statements preparation (continued)


Significant events


Heartland Bank Limited (HBL), subsidiary of HGH, completed the acquisition of Challenger Bank Limited (CBL) from Challenger

Limited on 30 April 2024. Completing the acquisition makes HBL the first New Zealand registered bank to acquire an Australian

authorised deposit-taking institution (ADI). From 1 May 2024, CBL began trading as Heartland Bank Australia.


As a result of the above transaction, the Group has obtained control over Heartland Bank Australia Limited (HBA) and has

consolidated its results, assets and liabilities from the transaction date. Refer to Note 19 – Acquisition for further details.


Under the varied conditions of CBL’s banking licence, all the Australian banking business and other Australian financial activities

within HGH and its controlled entities are required to be conducted within CBL or as subsidiaries of CBL. On 2 May 2024, HGH

transferred to CBL 100% shareholding of its Australian subsidiaries, being Heartland Australia Holdings Pty Limited (HAH) and its

controlled entities. This resulted in CBL assuming ownership over HGH’s Australian reverse mortgage lending, specialist livestock

finance and other financial services businesses. Later in May 2024, the legal entity name for CBL officially changed to HBA.


Financial assets and liabilities


Financial Assets


Financial assets are classified based on:


x The business model within which the assets are managed; and


x 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 Assets Measurement Category Note

Government securities, bank bonds and

floating rate notes

Fair value through other comprehensive income (FVOCI)

and fair value through profit or loss (FVTPL)

11

Public sector securities and corporate bonds FVOCI 11

Equity investments FVOCI and FVTPL 11

Finance receivables – Reverse mortgages FVTPL 21

Finance receivables Amortised cost 13

Derivative financial instruments FVTPL 12


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.


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.


P. 15

1 Financial statements preparation (continued)


Financial assets and liabilities (continued)


Financial assets (continued)


Financial assets measured at FVTPL

Financial assets are measured at FVTPL if:


x 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


x the contractual cash flows of the financial asset do not represent SPPI on the principal balance outstanding; or


x 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:


x those to be measured at amortised cost;


x 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:


x 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


x 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.


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.


P. 16

1 Financial statements preparation (continued)


Financial assets and liabilities (continued)


Financial liabilities (continued)


The Group enters into transactions whereby it transfers assets recognised on its 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 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.


P. 17

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.



Operating Segments


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


During the year, the Group revised the composition of its reportable segments, following the acquisition of CBL by HBL on 30 April

and transfer of HAH and its subsidiaries from HGH to HBA on 2 May 2024, with HBA assuming ownership over HGH’s Australian

rev

erse mortgage lending, specialist livestock finance and other financial services businesses (refer to Note 19 – Acquisition for

further details). The Group has subsequently aggregated previously reported StockCo Australia and Australia segments into one

reportable segment Australia

n Banking Group.


This change was made to align the presentation with the internal reporting provided to the Group’s CODM where business

performance of HBA and its subsidiaries is assessed as one single segment operating within Australia. Comparative information

within this

note has been adjusted to reflect the change in the Group’s revised composition of reportable segments within

Australian Banking Group.


Australian Banking

Group

Australian Banking Group provides banking and financial services in Australia which consist of reverse

mortgage lending, livestock finance and other financial services within Australia.


All other segments



Other Operating expenses, such as premises, IT and support centre costs are not allocated to operating

segments and are included in Other. These are primarily in relation to the New Zealand business.


Finance receivables are allocated across the operating segments as assets. 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.


P. 18

2 Segmental analysis (continued)



Reverse

Mortgages

Personal

Lending


Rural

Australian

Banking

Group

Other




$000's Motor Business

Total

June 2024


Net interest income

58,909 46,586 5,156 62,090 34,652 68,617 1,635 277,645

Lending and credit fee income

3,908 2,651 198 3,935 374 3,218 - 14,284

Net other income/(expense) 1,194 - 543 1,145 (443) (839) (2,861) (1,261)

Net operating income 64,011 49,237 5,897 67,170 34,583 70,996 (1,226) 290,668


Operating expenses 4,628 5,366 6,825 9,113 3,181 41,778 68,495 139,386

Profit/(loss) before fair value (loss)

on investments, impaired asset

expense and income tax

59,383 43,871 (928) 58,057 31,402 29,218 (69,721) 151,282


Fair value (loss) on investments - - - - - - (314) (314)

Impaired asset expense 24,329 - 1,476 17,527 2,428 663 - 46,423

Profit/(loss) before income tax 35,054 43,871 (2,404) 40,530 28,974 28,555 (70,035) 104,545


Income tax expense - - - - - - 29,996 29,996

Profit/(loss) for the year 35,054 43,871 (2,404) 40,530 28,974 28,555 (100,031) 74,549


Total assets 1,608,282 1,068,154 339,110 1,306,689 720,339 3,415,495 833,786 9,291,855

Total liabilities 8,053,986


June 2023


Net interest income 60,681 39,696 9,548 71,630 33,522 73,933 (7,021) 281,989

Lending and credit fee income 2,034 2,671 447 2,278 292 4,031 - 11,753

Net other income/(expense) 1,485 - 935 991 398 (130) (7,617) (3,938)

Net operating income/(expense) 64,200 42,367 10,930 74,899 34,212 77,834 (14,638) 289,804


Operating expenses 4,140 4,929 6,461 9,387 3,068 33,052 67,042 128,079

Profit/(loss) before fair value (loss)

on investments, impaired asset

expense and income tax

60,060 37,438 4,469 65,512 31,144 44,782 (81,680) 161,725


Fair value (loss) on investments - - - - - - (4,488) (4,488)

Impaired asset expense 10,911 - 3,195 8,156 630 352 - 23,244

Profit/(loss) before income tax 49,149 37,438 1,274 57,356 30,514 44,430 (86,168) 133,993


Income tax expense - - - - - - 38,125 38,125

Profit/(loss) for the year 49,149 37,438 1,274 57,356 30,514 44,430 (124,293) 95,868


Total assets 1,563,939 888,600 358,572 1,356,913 712,596 2,110,958 753,147 7,744,725

Total liabilities 6,713,721


P. 19

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's

June 2024 June 2023

Interest income

Cash and cash equivalents

12,952 10,906

Investments measured at FVOCI

12,082 5,081

Investments measured at FVTPL

4,186 -

Finance receivables measured at amortised cost

380,055 335,070

Finance receivables - reverse mortgages

251,757 176,653

Total interest income

1

661,032 527,710



Interest expense

Deposits

240,758 148,054

Other borrowings

167,796 117,774

Net interest (income) on derivative financial instruments

(25,167) (20,107)

Total interest expense

2

383,387 245,721


Net interest income

277,645 281,989

1

Cash and cash equivalents and Finance receivables are measured at amortised cost. Investments are measured at FVOCI and FVTPL. Total

interest income derived from financial assets measured at amortised cost or FVOCI 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.




P. 20

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's

June 2024 June 2023

Operating lease income

Lease income

5,374 4,639

Gain on disposal of lease assets

684 992

Total operating lease income 6,058 5,631



Operating lease expense


Depreciation on lease assets

3,902 3,461

Direct lease costs

471 366

Total operating lease expense 4,373 3,827


Net operating lease income

1,685 1,804



P. 21

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 statement of comprehensive income and disclosed within

Other income. Refer to Note 12 - Derivative financial instruments for further details.


Fair value gain or loss on non-derivative financial instruments

A fair value gain or loss on certain non-derivative financial instruments are recognised in the statement of comprehensive income

for financial instruments held at fair value through profit or loss. Refer to Note 11 – Investments for further details.



$000's

June 2024 June 2023

Rental income from investment properties 995 1,064

Insurance income

1


209 756

Fair value (loss) on derivative instruments measured at fair value

(5,074) (8,237)

Fair value (loss) on non-derivative financial instruments

2


(727) -

Other income

4 624

Foreign exchange gain

1,647 51

Total other (expense)

(2,946) (5,742)

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.

2

Includes realised and unrealised losses on HBA's government securities, bank bonds and floating rate notes measured at fair value through

profit and loss. Refer to Note 11

- Investments for further details.



P. 22

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's

June 2024 June 2023

Personnel expenses

1

67,129 66,989

Directors' fees 1,507 1,451

Superannuation 2,088 1,772

Depreciation - property, plant and equipment 1,809 1,904

Legal and professional fees

2

6,240 4,642

Advertising and public relations 3,017 3,089

Depreciation - right of use asset 3,252 2,539

Technology services 13,619 10,296

Telecommunications, stationery and postage 2,103 1,948

Customer administration costs 10,958 9,814

Customer onboarding costs 2,717 2,765

Occupancy costs 2,588 1,741

Amortisation of intangible assets 5,516 5,681

Other operating expenses

3

16,843 13,448

Total operating expenses 139,386 128,079

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.

3

Other operating expenses mainly comprise non-recoverable proportion of goods and services tax (GST), travel, insurance and project expenses.




7 Compensation of auditor


In accordance with the Amendments to FRS-44, 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:


x audit or review related services;

x other assurance services and other agreed-upon procedures engagements;

x taxation services and;

x 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 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.


P. 23

7 Compensation of auditor (continued)


The fees payable to the auditors, PricewaterhouseCoopers (PwC), Ernst & Young (EY) and predecessor auditor, KMPG, are

outlined in the below table:



$000's

June 2024 June 2023

Fees paid to auditor - PwC

Audit and review of financial statements

1


1,388 1,046

Audit or review related services


Assurance engagements

2


40 62

Agreed-upon procedures engagements

3


- 21

Other assurance services and other agreed-upon procedures engagements


Assurance engagements

4


73 -

Agreed-upon procedures engagements

- -

Taxation services

5


- 54

Other services

6


- 33

Total compensation paid to PwC 1,501 1,216

Fees paid to auditor - EY

Audit and review of financial statements

1


692 -

Audit or review related services

-

Assurance engagements

7


119 -

Agreed-upon procedures engagements

- -

Other assurance services and other agreed-upon procedures engagements


Assurance engagements

- -

Agreed-upon procedures engagements

- -

Taxation services

- -

Other services

8


332 -

Total compensation paid to EY 1,143 -

Fees paid to predecessor auditor - KPMG

Audit and review of financial statements

1


- 40

Total compensation paid to KPMG - 40

Total compensation of auditor 2,644 1,256

1

Fees are for both the audit of the annual financial statements and review of the interim financial statements. This includes limited assurance on

disclosures of capital adequacy and regulatory liquidity requirements.

2

Fees in 2024 are for reasonable assurance engagement for insurance solvency return, reasonable assurance on registry and trust deed suprvisor

reporting. Fees in 2023 are for reasonable assurance engagement for insurance solvency return, reasonable assuranc

e on registry, trust deed

supervisor reporting, Economic and Financial Statistics (EFS) regulatory reporting and Australian Financial Services Licence (AFSL) assurance

engagement.

3

Fees in 2023 are for agreed upon procedures engagements in relation to Seniors Warehouse Trusts.

4

Fees are for pre-conditions assessments and assurance relating to greenhouse gas emissions reporting.

5

For 2023, PwC was engaged to carry out tax work in respect of Stockco Australia's 30 June 2023 tax returns prior to their appointment as

external auditor.

6

Other services paid to PwC in 2023 comprised actuarial services for reverse mortgages carried out prior to their appointment as external

auditors

7

Fees are for assurance services for APRA regulatory reporting and AFSL reporting.

8

Other services paid to EY in 2024 comprised actuarial services for reverse mortgages, actuarial services for stress testing, directors remuneration

review, executive reward survey report, executive remuneration review, CPS 234 information security plan review, hedge accounting and other

accounting advisory services, review of Australian banking policies and periodic assessment of StockCo funding facilities and

facilitation of

strategy review workshop. Except for the actuarial services for reverse mortgages stress testing, all other services were carried out prior to their

appointment as external auditor.


P. 24

8 Impaired asset expense



$000's

June 2024 June 2023

Individually impaired asset expense 13,705 13,010

Collectively impaired asset expense 34,137 12,794

Total impaired asset expense excluding recovery of amounts previously written off 47,842 25,804

to the income statement


Recovery of amounts previously written off to the income statement (1,419) (2,560)

Total impaired asset expense 46,423 23,244


Refer to Note – 13 Finance receivables measured at amortised cost for provision for impairment details.


P. 25

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. As required by NZ IAS 12

Income Taxes, 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's

June 2024 June 2023

Income tax recognised in profit or loss


Current tax


Current year

35,997 37,159

Adjustments for prior year

(879) (1,556)

Tax at other rates

590 554



Deferred tax


Current year

(5,446) 1,457

Adjustments for prior year

(581) 304

Change in recognition of deferred tax asset

372 -

Tax at other rates

(57) 207

Total income tax expense recognised in profit or loss

29,996 38,125


Income tax recognised in other comprehensive income


Current tax


Investment securities at fair value in fair value reserve

357 (246)

Fair value movements in derivatives held in cash flow hedge reserve

(4,276) 2,418

Total income tax expense recognised in other comprehensive income (3,919) 2,172


Reconciliation of effective tax rate


Profit before income tax 104,545 133,993

Tax at the local income tax rate (NZ: 28%, Australia: 30%)

29,797 38,175

Adjusted tax effect of items not deductible

1,287 1,202

Adjustments for prior year

(1,460) (1,252)

Change in recognition of deferred tax

372 -

Total income tax expense

29,996 38,125



P. 26

9 Taxation (continued)


Deferred tax assets comprise the following temporary differences:


$000's

June 2024 June 2023

Employee expenses 2,636 2,516

Share Based payment - 1,069

Provision for impairment 21,528 14,958

Intangibles and property plant and equipment (1,465) (1,529)

Deferred acquisition costs (6) (55)

Right of use assets (4,180) -

Lease liabilities 4,834 -

Operating lease vehicles (594) 451

Deferred income (6,522) (6,938)

Prior year tax loss 4,911 8,540

Deductible prior year expense 421 593

Other temporary differences

2,164

1,500

Total deferred tax assets 23,727 21,105


Opening balance of deferred tax assets 21,105 23,074

Movement recognised in profit or loss

6,084 (1,969)

Transfer on acquisition of business

820 -

Utilisation of tax loss

(3,910) -

Change in recognition of deferred tax asset

(372)

-

Closing balance of deferred tax assets 23,727 21,105


Imputation credit account



$000's

June 2024 June 2023

Imputation credits available for use in subsequent reporting periods 46,427 37,785



10 Earnings Per Share


June 2024 June 2023


Earnings Per

Share

Net Profit

After Tax

Weighted

Average No.

of Shares

Earnings Per

Share

Net Profit

After Tax

Weighted

Average No.

of Shares


Cents $000's 000's Cents $000's 000's

Basic earnings 9.85 74,549 757,046 13.96 95,868 686,781

Diluted earnings 9.85 74,549 757,046 13.96 95,868 686,781






P. 27

Financial Position


11 Investments


Policy

Investments are classified into one of the following categories:


Fair value through other comprehensive income

Investments under this category are held within a business model whose objective is achieved both through collecting contractual

cash flows or selling the financial asset. These investments include bank bonds, floating rate notes, public sector securities,

corporate bonds and equity investments where the Group has 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.


Fair value through profit or loss

Investments under this category are held within a business model whose objective is achieved through selling the financial asset.

These investments include government securities, bank bonds, floating rate notes and 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.



$000's

June 2024 June 2023

Investments measured at FVOCI

Bank bonds and floating rate notes 270,581 305,310

Public sector securities and corporate bonds 101,235 9,882

Equity investments 7,575 9,665

Investments measured at FVTPL

Government securities, bank bonds and floating rate notes

1

706,840 -

Equity investments 5,900 5,383

Total investments 1,092,131 330,240

1

Includes HBA's investments measured at fair value through profit or loss. Refer to Note 21 - Fair value for further details.



P. 28

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 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:


x the hedging relationship must be formally designated and documented at inception of the hedge,


x 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


x 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 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 statement of comprehensive income.


Cash flow hedge accounting

The criteria that must be met for a relationship to qualify for hedge accounting include:


x the hedging relationship must be formally designated and documented at inception of the hedge,


x 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


x 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 cash flows of hedged items.


P. 29

12 Derivative financial instruments (continued)


Cash flow hedge accounting (continued)


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 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 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 difference 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.


June 2024 June 2023

Notional Fair Value Fair Value Notional

Fair Value

Fair Value

$000's

Principal Assets Liabilities Principal Assets Liabilities

Interest rate related contracts

Held as economic hedges 344,598 293 782 260,650 6,539 -

Designated as cash flow hedges 885,903 4,658 4,609 850,068 15,398 941

Designated as fair value hedges 424,502 7,365 3,626 543,200 15,045 6,683

Interest rate swaps 1,655,003 12,316 9,017 1,653,918 36,982 7,624


Foreign currency related contracts

Held as economic hedges - - - 168 1 -

Foreign currency related contracts - - - 168 1 -

Total derivative financial instruments 1,655,003 12,316 9,017 1,654,086 36,983 7,624


P. 30

12 Derivative financial instruments (continued)


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.


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.



0-6 6-12 1-2 2-5

5+


$000's

Months Months Years Years Years Total

June 2024

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts 45,000 40,000 232,851 568,052 - 885,903

Average interest rate 5.20% 5.15% 4.71% 4.59% - -


Fair value hedge relationships

Pay fixed

Nominal amounts 10,002 50,000 55,400 209,100 - 324,502

Average interest rate 1.63% 0.73% 0.47% 4.59% -

Receive fixed

Nominal amounts - - - 100,000 - 100,000

Average interest rate - - - 4.30% -

Total interest rate risk nominal amount 55,002 90,000 288,251 877,152 - 1,310,405


P. 31

12 Derivative financial instruments (continued)



0-6 6-12 1-2 2-5

5+


$000's

Months Months Years Years Years Total

June 2023

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts - 20,000 295,000 535,068 - 850,068

Average interest rate - 4.22% 3.78% 4.00% - -


Fair value hedge relationships

Pay fixed

Nominal amounts 54,700 38,000 60,000 160,400 5,100 318,200

Average interest rate 1.17% 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 54,700 183,000 355,000 795,468 5,100 1,393,268


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 2024

For the year ended

30 June 2024

Accumulated


amount of fair

Gain/(loss)

Carrying value hedge

recognised in

$000's

value adjustment

income statement

Interest rate risk

Investments 361,808 (4,390) 10,036

Other borrowings (99,706) 721 (4,610)

Total 262,102 (3,669) 5,426

Interest rate swaps 3,739 3,739 (5,303)

Hedge ineffectiveness of financial instruments recognised in

other income

123



P. 32

12 Derivative financial instruments (continued)


As at 30 June 2023

For the year ended

30 June 2023



Accumulated


amount of fair

Gain/(loss)

Carrying value hedge

recognised in

$000's

value adjustment

income statement

Interest rate risk

Investments 290,723 (14,893) 2,620

Other borrowings (221,956) 5,331 473

Total 68,767 (9,562) 3,093

Interest rate swaps 8,362 8,362 (3,133)

Hedge ineffectiveness of financial instruments recognised in

other income

(40)


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 (2023: 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 2024 June 2023

Cash flow Cash flow

$000's

hedge reserve FCTR

1

hedge reserve FCTR

1


Cash flow hedges

Balance at beginning of year 15,075 - 7,959 -

Transferred to the income statement (744) - (1,771) -

Net (loss)/gain from change in fair value (14,233) - 11,305 -

Net movement before tax (14,977) - 9,534 -

Tax on net movement in cash flow hedge reserve 4,276 - (2,418) -

Balance at end of year 4,374 - 15,075 -

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 2024, a gain of $0.9 million was recognised in fair value gain on derivative financial instruments in

the statement of comprehensive income related to hedge ineffectiveness from cash flow hedge relationships (2023: $0.7 million).


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 (2023: nil).


There are $2.5 million (2023: $10.1 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.


P. 33

13 Finance receivables measured at amortised cost


Policy

Finance receivables measured at amortised cost 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's

June 2024 June 2023

Gross finance receivables measured at amortised cost 4,343,267 4,387,480

Less provision for impairment

(76,321) (53,266)

Net finance receivables measured at amortised cost

4,266,946 4,334,214


Due within one year 1,050,448 1,172,487

Due more than one year 3,292,819 3,214,993

Less provision for impairment

(76,321) (53,266)

Net finance receivables measured at amortised cost 4,266,946 4,334,214



P. 34

13 Finance receivables measured at amortised cost (continued)


Policy


Impairment of finance receivables measured at amortised cost

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.


P. 35

13 Finance receivables measured at amortised cost (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 historical credit experience of those portfolios.

The models assume that economic conditions remain static over time, and the provision is calculated as a point in time estimate.

In FY2024, Heartland introduced a new methodology to calculating the Forward-Looking provision (that is, the change in

provision as economic conditions change) for Motor. This includes building distribution curves based on previous loss rates. The

Group then applies judgement to determine which loss rate applies to the upside, central, and downside scenario depending on

how economic conditions may change in the foreseeable future. Subsequently, the loss rates are applied to current Motor

receivables as at the reporting date to calculate forward-looking provisions under different economic scenarios.


The most significant and judgemental provision for impairment is on the motor vehicle lending with a collective ECL of $29.9

million at 30 June 2024 (2023: $15.1 million) which includes $1.0 million for a forward looking position allowing for the impact of

multiple economic scenarios.


As part of this assessment, three different economic indicators have been assessed. The assessment is based on the

macroeconomic variables which the motor vehicle portfolio is most sensitive to. This includes consumer price index (inflation),

the unemployment rate, and the OCR. However, management believes the most sensitive macroeconomic variable is

unemployment, followed by CPI, then OCR. Therefore, the tables below present the forecasts for both the unemployment rate

and CPI. The modelled provision for the 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, as

well as, an average of forecasts from the relevant big four banks.


The forecast assumes the following for unemployment and CPI for all three scenarios:


Unemployment Rate 2024/2025 2025/2026 2026/2027

Upside 4.68% 4.58% 4.50%

Central 5.13% 5.03% 4.80%

Downside 6.10% 6.28% 5.40%


CPI 2024/2025 2025/2026 2026/2027

Upside 2.00% 2.00% 1.90%

Central 2.30% 2.05% 2.10%

Downside 2.70% 2.40% 2.60%




P. 36

13 Finance receivables measured at amortised cost (continued)


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 2024:


Upside 10%

Central 50%

Downside 40%


The weightings are based on management’s belief that there is still significant downside risk, uncertainty, and stresses in future

economic conditions. Therefore, management has applied a 40% probability on the downside scenario. 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 $29.9 million

100% Upside $28.8 million

100% Central $29.0 million

100% Downside $31.7 million


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

$000's Stage 1 Stage 2 Stage 3 Assessed Total

June 2024


Impairment allowance as at 30 June 2023 13,009 2,463 21,499 16,295 53,266

Changes in loss allowance

Transfer between stages

1

(769) (5,687) 4,478 1,978 -

New and increased provision (net of provision

releases)

1


1,954 8,422 25,739 11,727 47,842

Credit impairment charge 1,185 2,735 30,217 13,705 47,842

Write-offs - - (17,451) (7,518) (24,969)

Effect of changes in foreign exchange rate - (1) 16 - 15

Acquisition of subsidiary 167 - - - 167

Impairment allowance as at 30 June 2024

14,361 5,197 34,281 22,482 76,321


June 2023


Impairment allowance as at 30 June 2022 20,256 1,958 14,602 15,189 52,005

Changes in loss allowance

Transfer between stages

1

(8,226) (3,864) 3,758 8,332 -

New and increased provision (net of provision

releases)

1


983 4,369 15,774 4,678 25,804

Credit impairment charge (7,243) 505 19,532 13,010 25,804

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 13,009 2,463 21,499 16,295 53,266

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.


P. 37

13 Finance receivables measured at amortised cost (continued)


Impact of changes in gross finance receivables measured at amortised cost on allowance for ECL



Collectively Assessed Individually

$000's Stage 1 Stage 2 Stage 3 Assessed Total

30 June 2024


Gross finance receivables measured at amortised cost as

at 30 June 2023

4,070,598 182,470 81,294 53,118 4,387,480

Acquisition of subsidiary 61,179 - - - 61,179

Transfer between stages (261,729) 95,866 112,111 53,752 -

Additions 1,284,203 - - - 1,284,203

Deletions (1,269,748) (36,077) (60,382) (2,592) (1,368,799)

Write-offs (226) (628) (16,305) (7,810) (24,969)

Effect of changes in foreign exchange rate 4,166 2 5 - 4,173

Gross finance receivables measured at amortised cost as

at 30 June 2024

3,888,443 241,633 116,723 96,468 4,343,267


30 June 2023


Gross finance receivables measured at amortised cost as

at 30 June 2022

3,967,917 118,424 46,114 66,371 4,198,826

Transfer between stages (237,955) 161,605 64,627 11,723 -

Additions 1,412,648 - - 9,326 1,421,974

Deletions (1,072,012) (97,559) (17,068) (15,194) (1,201,833)

Write-offs - - (12,379) (19,108) (31,487)

Gross finance receivables measured at amortised cost as

at 30 June 2023

4,070,598 182,470 81,294 53,118 4,387,480



Impact of changes in gross exposures on loss allowances



Overall credit impairment provisions increased by $23.0 million (43.3%) for the year ended 30 June 2024, mainly due to the shift

of $137.9 million (3.1%) of gross receivables moving to advanced stages associated with deteriorating credit quality.


As at 30 June 2024, there were $0.03 million undrawn lending commitments available to counterparties for whom drawn

balances are classified as individually impaired (2023: nil).


As at 30 June 2024, the contractual amount outstanding on loans to customers written off during the year and are still subject to

enforcement activity was nil (2023: nil).



P. 38

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's June 2024 June 2023

Cost

Opening balance 22,913 20,450

Additions 6,732 8,766

Disposals (3,454) (6,303)

Closing balance 26,191 22,913


Accumulated depreciation

Opening balance 5,947 5,289

Depreciation charge for the year 3,902 3,461

Disposals (1,919) (2,803)

Closing balance 7,930 5,947


Opening net book value 16,966 15,161

Closing net book value 18,261 16,966



The future minimum lease payments receivable under operating leases not later than one year is $5.037 million (2023: $4.086

million), within one to five years is $7.192 million (2023: $7.598 million) and over five years is $0.002 million (2023: nil).

































P. 39

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's June 2024 June 2023

Deposits

Short-term interest bearing deposits 1,399,189 1,493,190

Non-interest bearing deposits

38,193 9,205

Term deposits 4,511,734

2,628,630

Total borrowings related to deposits 5,949,116 4,131,025


Other borrowings

Unsubordinated notes 458,019 385,482

Subordinated notes

153,732 97,794

Securitised borrowings

1,369,394 1,713,737

Certificate of deposit 59,618 148,110

Bank borrowings

- 131,248

Money market borrowings

- 20,004

Total other borrowings 2,040,763 2,496,375

Total deposits and other borrowings 7,989,879 6,627,400


Due within one year 6,150,044 4,731,388

Due more than one year

1,839,835

1,896,012

Total deposits and other borrowings 7,989,879 6,627,400



Deposits and unsubordinated notes rank equally and are unsecured.


Unsubordinated notes


Unsubordinated notes include short and long-term retail bonds and medium term notes. Medium term notes are issued in both

New Zealand and Australian dollars to eligible non-retail investors in compliance with applicable laws.


The Group has the following unsubordinated notes on issue at balance sheet date.


Retail bonds and medium term notes Frequency of interest

$000's repayment

June 2024

June 2023 Maturity Date

NZ $125 million Semi-annually - 122,165 12 April 2024

NZ $20 million Semi-annually 20,302 - 27 March 2028

AU $45 million

1

Quarterly 49,974 49,471 9 July 2024

AU $30 million

1

Quarterly 33,285 32,585 9 July 2024

AU $220 million Quarterly 242,543 125,925 13 May 2025

AU $100 million Quarterly

111,915

55,336 5 October 2027

Total retail bonds and medium term notes 458,019 385,482

1

Medium term notes, matured on 9 July 2024, were fully repaid.


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.


P. 40

15 Borrowings (continued)


Subordinated notes


NZD Subordinated notes


On 28 April 2023, HBL, a subsidiary of the Group, issued $100 million of subordinated unsecured notes (NZD 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. NZD 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.


AUD Subordinated notes


On 28 June 2024, HBA, a subsidiary of the Group, issued A$50 million of subordinated unsecured notes (AUD Subordinated notes)

pursuant to the terms of the Debt Issuance Programme in accordance with the laws of Australia. AUD Subordinated notes are

treated as Tier 2 capital under HBA regulatory capital requirements and will mature on 28 June 2034.

AUD Subordinated notes do

not qualify for treatment as Tier 2 capital under HBL regulatory capital requirements.


Interest payable

The interest rate is a floating rate equal to the sum of the applicable 3-month Bank Bill Swap Rate plus 3.7% Issue Margin. The

quarterly payment of interest in respect of the subordinated notes are subject to HBA being solvent at the time of, and

immediately following the interest payment.


Early Redemption

HBA may elect to repay the subordinated notes before 28 June 2034 in part or in full at their face value together with accrued

interest on 28 June 2029 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 HBA

obtaining the Australian Prudential Regulatory Authority (APRA) prior written approval and HBA 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 HBA;

- 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 HBA's shareholders and holders of any other securities and obligations of HBA that rank behind

the subordinated notes.


P. 41

15 Borrowings (continued)


Securitised Borrowings


The Group had the following securitised borrowings outstanding as at 30 June 2024:


Securitisation facility June 2024 June 2023

$000's Currency Limit Drawn Limit Drawn Maturity Date

AUD NZD AUD NZD

Heartland Auto Receivable

Warehouse (HARWT)

NZD - 600,000 484,422 - 400,000 227,054 27 March 2028

Seniors Warehouse Trust

(SWT)

1


AU - - - 600,000 651,537 622,344 30 September 2025

StockCo Securitisation Trust

2021-1 (StockCo)

AU 250,000 273,733 155,581 300,000 325,768 271,739 16 December 2025

Seniors Warehouse Trust No.

2 (SWT2)

AU 750,000 821,198 596,669 450,000 488,652 457,657 24 April 2026

Atlas 2020-1 Trust (Atlas)

2

AU - - 132,722 - - 134,943 24 September 2050

Total securitised borrowings 1,694,931 1,369,394 1,865,957 1,713,737

1

SWT drawn balance was fully repaid on 24 April 2024 and the facility was cancelled with effect from 1 May 2024.

2

Atlas is a closed securitisation trust due to its predefined asset composition and outstanding borrowings balance, fixed throughout its operational

life. As such, there is no facility limit applicable to Atlas issued notes.


x HARWT notes issued to investors are secured over motor vehicle loans.

x StockCo notes issued to investors are secured over livestock loans.

x SWT, SWT2 and Atlas notes issued to investors are secured over reverse mortgage loans.


Net debt reconciliation




The below table sets out net cash flow and non-cash changes in liabilities arising from financing activities.


$000's

June 2024 June 2023

Balance as at beginning of year 2,496,375 2,578,213


Proceeds from wholesale borrowings 1,743,510 1,264,359

Repayment of wholesale borrowings (2,362,786) (1,208,292)

Proceeds from issue of unsubordinated notes 189,588 87,589

Repayment of unsubordinated notes (123,764) (330,300)

Proceeds from issue of subordinated debt 51,572 97,934

Total cash movements (501,880) (88,710)


Acquisition of debt from purchase of subsidiary 2,574 -

Capitalised interest and fee expense 30,791 34,809

Fair value movements 805 (473)

Foreign exchange and other movements 12,098 (27,464)

Total non-cash movements 46,268 6,872


Balance as at the end of year 2,040,763 2,496,375



P. 42

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.


June 2024 June 2023

Number of Number of

Shares Shares

Issued shares

Opening balance 709,658 592,904

Shares issued during the year 211,868 112,417

Shares issued - dividend reinvestment plan 9,035 4,337

Closing balance 930,561 709,658



HGH completed a capital raise during the year which comprised an institutional share placement (Placement) and a 1 for 6.85

accelerated non-renounceable entitlement offer (Entitlement Offer), offered to eligible institutional shareholders (Institutional

Entitlement Offer) and eligible retail shareholders (Retail Entitlement Offer). HGH issued 131,949,647 shares for total proceeds

of $131.9 million on 15 April 2024 under the Institutional Entitlement Offer and 79,102,644 shares at $1.00 per share ($79.1

million) on 26 April 2024 under the Retail Entitlement Offer. The total value of shares issued was $210.0 million with $6.3 million

of transaction costs recognised in relation to this share issuance.


On 19 September 2023, HGH issued a further 1,275,194 shares at $0.60 per share ($0.8 million) under the Long Term Incentive

Scheme of HGH (LTI Scheme), of which 459,070 shares at $1.74 per share ($0.8 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 4,790,946 new shares at $1.69 per share ($8.1 million) on 22 September 2023 and 4,243,768 new shares at

$1.27 per share ($5.4 million) on 20 March 2024 under the dividend reinvestment plan (DRP) for the period (2023: 4,336,812 new

shares at $1.64 per share ($7.1 million) on 23 March 2023 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.


Dividends paid


June 2024 June 2023

Date Cents Date Cents

Declared Per Share $000's Declared Per Share $000's

Final dividend 28 August 2023 6.0 42,579 24 August 2022 5.5 32,609

Interim dividend 26 February 2024 4.0 28,611 28 February 2023 5.5 38,793

Total dividends paid 71,190 71,402


















P. 43


17 Other reserves


Foreign

Currency

Employee Translation Cash Flow

Benefit Reserve Fair Value Hedge

$000's Reserve (FCTR) Reserve Reserve Total

June 2024

Balance as at 30 June 2023 3,581 (8,438) (3,978) 15,075 6,240

Movements attributable to net investments in foreign

operations

- 1,773 - - 1,773

Movements attributable to fair value hedges - - 1,282 - 1,282

Movements attributable to cash flow hedges - - - (14,977) (14,977)

Movements attributable to fair value changes for the financial

instruments at FVOCI

- - (3,152) - (3,152)

Income tax effect - - (357) 4,276 3,919

Total other comprehensive income/(loss) net of income tax - 1,773 (2,227) (10,701) (11,155)

Share based payments (2,816) - - - (2,816)

Vesting of share based payments (765) - - - (765)


Balance as at 30 June 2024 - (6,665) (6,205) 4,374 (8,496)

June 2023

Balance as at 30 June 2022 4,646 (1,635) (1,034) 7,959 9,936

Movements attributable to net investments in foreign

operations

- (6,803) - - (6,803)

Movements attributable to fair value hedges - - (779) - (779)

Movements attributable to cash flow hedges - - - 9,534 9,534

Movements attributable to fair value changes for the financial

instruments at FVOCI

- - (2,411) - (2,411)

Income tax effect 246 (2,418) (2,172)

Total other comprehensive income/(loss) net of income tax - (6,803) (2,944) 7,116 (2,631)

Share based payments 105 - - - 105

Vesting of share based payments (1,170) - - - (1,170)


Balance as at 30 June 2023 3,581 (8,438) (3,978) 15,075 6,240


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.


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.


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.


P. 44


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's June 2024 June 2023

Other assets

Trade receivables 194 430

GST receivables 4,402 562

Prepayments

1

6,218 11,931

Property, plant and equipment

2

22,031 14,241

Other receivables 2,340 826

Total other assets 35,185 27,990

1

Prepayments at 30 June 2023 included $3.9 million deposit paid for the conditional acquisition of HBA.

2

Property, plant and equipment include rural property worth $7.8 million, which has undergone a change in use from investment property 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 varies up to 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.


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.



P. 45

18 Other balance sheet items (continued)



$000's June 2024 June 2023

Computer software

Software - cost

1

88,533 48,513

Software under development 5,692 28,391

Accumulated amortisation (37,443) (31,944)

Net carrying value of computer software 56,782 44,960

Goodwill 208,723 184,422

Net carrying value of goodwill 208,723 184,422

Banking licence 14,401 6,351

Total intangible assets 279,906 235,733

1

The increase in software - cost is related to capitalised costs associated with the core banking system upgrade completed during the year ended

30 June 2024.



Banking Licence


On 30 April 2024 Heartland Group Holdings Limited acquired 100% of the shares of CBL, holder of a full Australian Authorised

Deposit-Taking Institution (ADI) Licence, from Challenger Limited. HGH and CBL 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 have been recognised as Banking Licence intangible asset as the Banking Licence will

have an indefinite life with no foreseeable limit to the period over which the asset will 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. The Group has assessed that goodwill should be

allocated to the smallest identifiable CGU or group of CGUs.


During the year, the Group had also recognised provisional goodwill from the acquisition of HBA (refer to Note 19 – Acquisition

for further details).


The Group previously allocated goodwill to Heartland Bank Limited representing the New Zealand banking business, Heartland

Australia Holdings Pty Limited representing the Australian reverse mortgage lending business and StockCo Australia Group

representing the Australian specialist livestock finance business.


Pursuant to the acquisition of CBL, CBL and the Australian reverse mortgage lending and livestock financing businesses were

transferred into HBA (collectively the Australian businesses). The performance of the Australian businesses is not monitored as

separate business units but rather aggregated within HBA. The management structure has also been reorganised to reflect this,

and general managers, responsible for product categories, report into one HBA management team. This represents a change in

the way in which goodwill is monitored internally, and has resulted in a reallocation of goodwill to the group of CGUs represented

by the Australian businesses. There were no indicators of impairment of goodwill immediately prior to the acquisition and

business reorganisation.


CGU / Group of CGUs Goodwill

$000’s June 2024 June 2023

Heartland Bank Limited 29,799 29,799

Heartland Bank Australia Limited (previously Challenger Bank Limited) 178,924 -

Heartland Australia Holdings Pty Limited - 15,344

StockCo Australia Group

1

- 139,279

Total goodwill 208,723 184,422

1

Comprising StockCo Holdings 2 Pty Limited and StockCo Australia Management Pty Limited as stated in Note 26 – Significant subsidiaries



P. 46

18 Other balance sheet items (continued)


Goodwill (continued)


Impairment testing of goodwill


Further information about goodwill impairment tests performed for CGUs or group of CGUs is provided below.


Heartland Bank Limited (HBL) - $29.8 million


The recoverable amount of the CGU was determined on a value in use (VIU) basis using a discounted cash flow methodology. The

model uses a five-year cash flow forecast based on the latest budget approved by the respective Boards 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%

(2023: 2.0%), and a discount rate of 10.0% (2023: 10.0%) for HBL 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.


HBA group of CGUs (comprising the CGUs of Heartland Bank Australia Limited, Heartland Australia Holdings Pty Limited and

StockCo Australia Group) - $178.9 million


The recoverable amount is determined based on fair value less cost to sell by using an earnings multiple applicable to the group of

CGUs. The category of this fair value is Level 3. Earnings multiples relating to the group of CGUs are sourced from publicly

available data associated with comparable Australasian Financial Services companies to the group of CGUs, and are applied to the

projected earnings for the next twelve months. The key assumption is the price-earnings (P/E) multiple observed for these

businesses, the average of which for the comparable businesses were in the range of 14.0x-16.0x. For goodwill to be impaired for

this group of CGUs, the forecast earnings for the next twelve months would need to decrease by between 15.9% and 26.4%.


No impairment losses have been recognised against the carrying amount of goodwill for the year ended 30 June 2024 (2023: nil).


The following information is in relation to the impairment tests performed for HAH and StockCo Australia Group for the

comparative period.


Heartland Australia Holdings Pty Limited (HAH)


The recoverable amount of the businesses was determined on a VIU 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 2.5% for HAH, and a

discount rate of 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.


StockCo Australia 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.



P. 47

18 Other balance sheet items (continued)


Goodwill (continued)


StockCo Australia Group (continued)


- 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.


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's June 2024 June 2023

Trade and other payables

Trade and other payables 17,158 14,731

Insurance liability 645 914

Employee benefits 12,951 11,224

Other tax payables 4,176 3,820

Collateral received on derivatives

1


2,384 27,609

Total trade and other payables 37,314 58,298

1

The Group has accepted collateral arising from derivative transactions, included in Cash and cash equivalents. The decrease in the carrying

amount of cash collateral received is attributable to decrease in net asset positions on derivative balances compared to 30 June 2023. Refer to

Note 31 - Offsetting financial instruments.




P. 48

18 Other balance sheet items (continued)


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's June 2024 June 2023

Right of use assets

Balance at beginning of year 12,318 14,145

Depreciation charge for the year, included within depreciation expense in the income statement (3,252) (2,539)

Additions to right of use assets 6,453 712

Total right of use assets 15,519 12,318


Lease liability

Current 3,689 3,166

Non-current 14,087 11,121

Total lease liability 17,776 14,287

Interest expense relating to lease liability 693 488



P. 49

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 30 April 2024 the Group completed the acquisition of 100% shareholding in CBL from Challenger Limited. From 1 May 2024, CBL

began trading as Heartland Bank Australia, with the legal name change from CBL to HBA occurring later in May 2024.


Total cash consideration in relation to the transaction was A$115.24 million (NZ$126.60 million) which is comprised of:


x the total purchase price of A$45.96 million (NZ$50.49 million), reflecting the initial purchase price of A$36.70 million

(NZ$40.31 million) plus A$9.26 million (NZ$10.17 million) of additional consideration due to the deposit raising

programme undertaken by CBL prior to completion, and

x an additional payment of A$69.28 million (NZ$76.10 million), reflecting the increased capital being held by CBL following

its pre-completion purchase of A$574.30 million (NZ$631.35 million) of reverse mortgages from HAH.


The deposit raising programme was requisite to the completion of the acquisition and is considered as part of the acquisition

transaction.


The Group is assessing the fair value of the identifiable assets and liabilities acquired, and determining the related deferred tax

effects, if any, in line with the principles for estimating fair value adopted by the Group. Values were provisionally allocated to

identifiable assets and liabilities on completion date based on available information. They may be adjusted during the 12 months

following that date on the basis of new information obtained relating to facts and circumstances prevailing at completion date.


Goodwill of A$21.19 million (NZ $23.21 million) has been recognised from the acquisition on a provisional basis. This is supported

by the enabled expansion through access to retail deposits, together with the anticipated synergies to be realised over the next few

years.


The provisional goodwill as at the acquisition date has been allocated to the Heartland Australia Bank Limited CGU (refer to Note

18 - Other balance sheet items for further details).




P. 50

19 Acquisition (continued)


Details of the fair value of the assets and liabilities acquired and the provisional goodwill arising from the acquisition of HBA are set

out as follows:


Provisional fair value

recognised on acquisition

$000's

Assets


Cash and cash equivalents

292,211

Investments

367,739

Finance receivables measured at amortised cost

61,179

Finance receivables - reverse mortgages

635,609

Provision for impairment

(167)

Deferred tax asset

820

Other assets

860

Total assets 1,358,251

Liabilities


Deposits

1,249,375

Other borrowings

2,574

Trade and other payables

2,916

Total liabilities 1,254,865

Net assets acquired 103,386

Provisional goodwill arising on acquisition 23,205

Fair value of consideration 126,591


Cash flow on acquisition

Net cash acquired with the subsidiary 292,211

Net cash (inflow) on acquisition of subsidiary (165,620)


HBA has contributed interest income of A$14.86 million (NZ $16.15 million) and net loss of A$1.20 million (NZ $1.29 million) to

the Group for the period from 30 April 2024 to 30 June 2024.


If the acquisition had occurred on 1 July 2023, it is estimated that the contribution to the Group's interest income and profit for

the year ended 30 June 2024 would have been A$35.47 million (NZ$38.40 million) and A$8.90 million (NZ$9.60 million) net loss

respectively.


P. 51

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

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 KMP’s and their related parties are conducted in the ordinary course of business on commercial terms

and conditions.



$000's June 2024 June 2023

Transactions with key management personnel

Interest income - 123

Interest expense (69) (43)

Key management personnel compensation

Short-term employee benefits (3,423) (8,083)

Share-based plan benefit/(expense) - 14

Total transactions with key management personnel (3,492) (7,989)


Due from/(to) key management personnel

Lending - 4,428

Borrowings - deposits (1,231) (855)

Total due from/(to) key management personnel (1,231) 3,573


P. 52

20 Related party transactions and balances (continued)


(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

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's June 2024 June 2023

ASF Custodians Pty Limited

Audit fees

- 4


Heartland Trust (HT)

Dividends paid 650 714



HT held 6,504,266 shares in HGH (2023: 6,504,266 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.




P. 53

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 or FVTPL, 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). Refer to Note 11 – Investments for more details.


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 at 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. 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.


P. 54

21 Fair value (continued)


(a) Financial instruments measured at fair value (continued)


Finance receivables - reverse mortgages


The reverse mortgage portfolio is classified and measured at FVTPL under NZ IFRS 9 Financial instruments (NZ IFRS 9). An

irrevocable election has been made by the Group to not apply the new NZ IFRS 17 Insurance Contracts standard effective from 1

July 2023. 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.


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 the transaction value (cash advanced plus

accrued capitalised interest) for subsequent measurement. The Group has used an actuarial method to determine a proxy for the

fair value that incorporates changes in the portfolio risk and expectations of the portfolio performance. This 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 (2023: 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.


Derivative financial instruments


Derivative financial instruments 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).



P. 55

21 Fair value (continued)


(a) Financial instruments measured at fair value (continued)


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's Level 1 Level 2 Level 3 Total

June 2024

Assets

Investments 1,082,699 - 9,432 1,092,131

Derivative financial instruments - 12,316 - 12,316

Finance receivables - reverse mortgages - - 2,897,818 2,897,818

Total financial assets measured at fair value 1,082,699 12,316 2,907,250 4,002,265

Liabilities

Derivative financial instruments - 9,017 - 9,017

Total financial liabilities measured at fair value - 9,017 - 9,017


June 2023

Assets

Investments 318,756 - 11,484 330,240

Derivative financial instruments - 36,983 - 36,983

Finance receivables - reverse mortgages - - 2,403,810 2,403,810

Total financial assets measured at fair value 318,756 36,983 2,415,294 2,771,033

Liabilities

Derivative financial instruments - 7,624 - 7,624

Total financial liabilities measured at fair value - 7,624 - 7,624


There were no transfers between levels in the fair value hierarchy in the year ended 30 June 2024 (2023: nil).


The movement in Level 3 assets measured at fair value are below:


Finance Receivables

$000's

- Reverse Mortgage Investments Total

June 2024

As at 30 June 2023

2,403,810 11,484 2,415,294

Sale of SWT portfolio to HBA

1


(631,345) - (631,345)

Additions - acquisition of HBA

2


635,609 - 635,609

New loans

552,073 - 552,073

Repayments

(335,429) - (335,429)

Capitalised Interest and fees

261,318 - 261,318

Purchase of investments

- 1,059 1,059

Fair value (loss) on investment

- (3,152) (3,152)

Other

3


11,782 41 11,823

As at 30 June 2024 2,897,818 9,432 2,907,250


June 2023


As at 30 June 2022

1,996,854 7,032 2,003,886

New loans

543,248 - 543,248

Repayments

(297,066) - (297,066)

Capitalised Interest and fees

183,458 - 183,458

Purchase of investments

- 6,952 6,952

Fair value (loss) on investment

- (2,411) (2,411)

Other

3


(22,684)

(89) (22,773)

As at 30 June 2023 2,403,810 11,484 2,415,294

1

Represents reverse mortgage portfolio sold to HBA on 24 April 2024, prior to its acquisition. Refer to Note 27 - Structured Entities.

2

Refer to Note 19 - Acquisition.

3

This relates to foreign currency translation differences for the assets.


P. 56

21 Fair value (continued)


(a) 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 measured at amortised cost


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.


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.


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.


Other financial assets and financial liabilities


The fair value of all other financial instruments 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 2024 June 2023

Total Total

Fair Value Total Fair Carrying Fair Value Total Fair Carrying

$000's Hierarchy Value Value Hierarchy Value Value

Assets

Finance receivables measured at amortised cost Level 3 4,146,692 4,266,946 Level 3 4,102,591 4,334,214

Total financial assets 4,146,692 4,266,946 4,102,591 4,334,214


Liabilities

Deposits Level 2 5,955,369 5,949,116 Level 2 4,130,326 4,131,025

Other borrowings Level 2 2,042,396 2,040,763 Level 2 2,496,310 2,496,375

Total financial liabilities 7,997,765 7,989,879 6,626,636 6,627,400





P. 57

21 Fair value (continued)


(b) Classification of financial instruments


The following tables summarise the categories of financial instruments and the carrying value of all financial instruments of the

Group:


FVOCI Total

FVOCI Debt Amortised Carrying

$000's Equity Securities FVTPL Cost Value

June 2024


Assets

Cash and cash equivalents - - - 629,619 629,619

Investments 7,575 371,816 712,740 - 1,092,131

Finance receivables measured at amortised cost - - - 4,266,946 4,266,946

Finance receivables - reverse mortgages - - 2,897,818 - 2,897,818

Derivative financial instruments - - 12,316 - 12,316

Other financial assets - - - 2,534 2,534

Total financial assets 7,575 371,816 3,622,874 4,899,099 8,901,364


Liabilities

Deposits - - - 5,949,116 5,949,116

Other borrowings - - - 2,040,763 2,040,763

Derivative financial instruments - - 9,017 - 9,017

Other financial liabilities - - - 20,187 20,187

Total financial liabilities - 9,017 8,010,066 8,019,083



June 2023


Assets

Cash and cash equivalents - - - 311,503 311,503

Investments 9,665 315,192 5,383 - 330,240

Finance receivables measured at amortised cost - - - 4,334,214 4,334,214

Finance receivables - reverse mortgages - - 2,403,810 - 2,403,810

Derivative financial instruments - - 36,983 - 36,983

Other financial assets - - - 1,256 1,256

Total financial assets 9,665 315,192 2,446,176 4,646,973 7,418,006


Liabilities

Deposits - - - 4,131,025 4,131,025

Other borrowings - - - 2,496,375 2,496,375

Derivative financial instruments - - 7,624 - 7,624

Other financial liabilities - - - 43,254 43,254

Total financial liabilities - - 7,624 6,670,654 6,678,278



P. 58

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 and foreign exchange), 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 Risk Management Strategy and Framework document

(RMS&F). Collectively, these processes are known as the Group’s Enterprise Risk Management Program (RMP).


The RMS&F supersedes HGH’s Enterprise Risk Management Framework (ERMF) and has been developed to accommodate

changes in the Group's operating environment, arising from the acquisition and integration of HBA, and is aligned with HBA’s own

Risk Management Strategy document that reflects Australian Prudential Regulation Authority (APRA) regulatory requirements in

addition to the HGH’s existing RMS&F that supports the RBNZ prudential risk management requirement.


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:


x Reviewing financial reporting and application of accounting policies as part of the internal control and risk assessment

framework.


x 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.


x Advising the Board on the formulation of the Board's Risk Appetite Statement.


x 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.


x Monitor material, emerging and strategic risks for the Group and its subsidiaries.


The BARC consists of three non-executive directors. The Chair of the 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 Chief Financial Officer (CFO), HBL CFO

and HBL Chief Risk Officer (CRO), 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.


P. 59

22 Enterprise risk management program (continued)


Group Asset and Liability Committee (GALCO)


The GALCO is a management committee consisting of members from HBL and HBA which informs and supports the HGH BARC by

providing consolidated oversight of risks of the Group’s assets and liabilities across both HBL and HBA in relation to market risk,

liquidity risk, balance sheet structure and capital management through:


x Ensuring compliance of the Group with risk limits and governance requirements.

x Recommending policies for approval and changes to risk tolerances to BRC and BAC.

x Setting the strategic direction for asset and liability management, to be reflected in the asset and liability management

policy.

x Monitoring, assessing and proactively reacting to trends in the economy, interest rates, and foreign exchange rates to limit

any potential adverse impact on earnings.


HBL Executive Risk Committee (ERC)


The ERC comprises the HBL CEO, HBL CRO, HBL CFO, HBL Group Treasurer 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.


Climate-related risks


Climate-related risks are integrated into the Group's overall risk management strategy and processes.


Risk Management


HGH has a defined risk tolerance for climate-related risk, which is monitored as part of HGH's respective RAS, reviewed, and

updated at least annually to incorporate necessary changes and consider any new material emerging risks.


HGH’s Enterprise Operational Risk Assessment identifies and assists proactive management of the Group’s most critical

operational risks, including climate-related risks, by establishing an inherent risk rating and residual risk rating to assist with

monitoring of the risk exposure.


All Group business units are required to review their risk and control self-assessment (RCSA) at least annually. The RCSA primarily

focuses on key operational risks and considers climate-related risks where relevant.


Governance


The Board is responsible for the Group's corporate governance, strategy and risk appetite ensuring climate-related risks and

opportunities are considered. Oversight, assessment and management of climate-related risks and opportunities occur within HBL

and HBA given their direct involvement in business operations and decision-making.


The HGH Sustainability Committee meets at least quarterly to consider climate-related risks and opportunities and provide

updates, guidance, and leadership regarding climate initiatives to the Board.


The ERC receives monthly updates on risk appetite and status, including the status of climate-related risks, as well as quarterly

Climate Change Composite Assessment capturing HBL and HBA climate-related risks.


HBL and HBA management are responsible for executing the initiatives, metrics and targets allocated based on accountability.


P. 60

22 Enterprise risk management program (continued)


Climate-related risks (continued)


Strategy


The Group's sustainability strategy continues to evolve with the ongoing commitment to reducing its direct environmental impact,

creating business practices that support positive environmental outcomes and fostering an internal culture of environmental

awareness. The Group's strategy is built upon three pillars:


• building the capability to appropriately take climate change risks into consideration when making lending decisions,

• funding borrowers' transition to a net-zero economy; and

• embedding sustainability into every aspect of the Group's operations.


The Group integrates climate-related risks and opportunities into its wider business strategy, supported by ongoing monitoring of

these risks through specific metrics and set targets focused on sustainable finance and its own operational emissions.


The Group assesses the impact of climate-related risks on its financial position and performance. Although climate change

introduces an element of uncertainty, the Group has determined that climate-related risks do not have a material impact on the

judgements, assumptions, and estimates for the year ended 30 June 2024.


HGH will release its Climate Report for the year ended 30 June 2024 by 31 October 2024, providing further details on the Group's

approach to climate-related risks. A copy of the Climate Report will be available on HGH’s website at

https://www.heartlandgroup.info/sustainability.


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:


x 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.


x 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.


x 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.


The Group’s exposure to operational and compliance risk is governed by a RAS approved by the Board and is used to guide

management activities. This statement sets out the nature of risk which may be taken and aggregate risk limits, which are

monitored by the ERC.


P. 61

22 Enterprise risk management program (continued)


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:


x Mismatches between the repricing dates of interest bearing assets and liabilities (yield curve and repricing risk);

x Banking products repricing differently to changes in wholesale market rates (basis risk);

x Loan prepayment or deposit early withdrawal behaviour from customers that deviates from the expected or contractually

agreed behaviour (optionality risk);

x 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); and

x The risk that the fair value of financial instruments will change when interest rates change (price risk). This is particularly

relevant for the Group's fair-valued assets, such as its liquid asset portfolio, which the fair value of is relied upon to support

the Group's funding requirements.


Refer to Note 25 - Interest rate risk for further details regarding interest rate risk.


Foreign exchange risk


Foreign exchange (FX) risk arises from a change in FX rates for assets, liabilities, profit, or income denominated in an entity’s non-

functional currency. Functional currency is the currency in which an entity primarily operates.


FX Risk has the below components:


x Structural FX risk refers to the risk that an entity is exposed to when its assets, liabilities, or capital resources are

denominated in a currency that is different to its reporting currency. This risk does not impact earnings unless and until the

investment is sold. However, it does impact shareholder equity through revaluations of the net asset value through the

foreign currency translation reserve.

x Profit translation risk is the risk that deviations in exchange rates significantly impact the translated value of a foreign

currency-based operation’s profit, creating volatility in the entity’s reported profit.

x Balance sheet translation risk - arises from monetary assets and liabilities denominated in foreign currencies. Movements in

FX rates change the equivalent value of foreign currency-denominated assets and liabilities through the entity’s reported

profit.


The Group’s investment of capital in foreign currency operations generates an exposure to changes in foreign exchange rates. The

Group has exposure to foreign currency translation risks through its Australian subsidiaries which have functional currency of

Australian dollars (AUD). Variations in the value of these foreign currency operations arising as a result of exchange differences

are reflected in the foreign currency translation reserve in equity. The Group incurs some non-traded foreign currency risk related

to the potential repatriation of profits from its Australian subsidiaries.


The Group does not currently hedge its net investments in foreign operations except in circumstances where there is a material

exposure arising from a currency that is anticipated to be volatile, and the hedging is cost effective. This risk is routinely

monitored, and hedging is conducted where it is likely to add shareholder value.


P. 62

22 Enterprise risk management program (continued)


Market risk (continued)


Foreign exchange risk (continued)


The Group’s sensitivity to movements in the FX rates arises mainly from the translation of the profit generated by its Australian

subsidiaries and the AUD-denominated monetary assets and liabilities. The Group’s FX sensitivity analysis is based on the

Australian subsidiaries' annual profit for the financial year representing an annual exposure to profit translation risk. Additionally,

it incorporates the exposure to HBL’s AUD-denominated cash balance as at the reporting date.


The following sensitivity analysis measures the impact on the Group’s net profit after tax and equity from a reasonably possible

movements in the AUD/NZD exchange rates, given the historical exchange rate volatility, with all other variables remaining

constant.


$000's Impact on profit

before tax

Impact on

equity

Impact on profit

before tax

Impact on

equity


As at 30 June 2024 As at 30 June 2023

AUD/NZD exchange rate - increase 1% (173) (124) (275) (198)

AUD/NZD exchange rate - decrease 1% 176 127 280 202



Counterparty Credit Risk


Counterparty credit risk is the risk that the Group’s earnings and/or capital are adversely impacted by the default of a

counterparty.


The Group has on-going credit exposure associated with:


x Cash and cash equivalents;

x Finance receivables;

x Holding of investment securities; and

x 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.


P. 63

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:


x Credit origination meets agreed levels of credit quality at point of approval;


x Sector concentrations are monitored;


x Maximum total exposure to any one debtor is actively managed;


x 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


HBA Board has authority for approval for all credit exposures for HBA and its subsidiaries.


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.


P. 64

23 Credit risk exposure (continued)


Business Finance Guarantee Scheme


HBL along with other registered banks in New Zealand, has 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 is to

provide short term credit to eligible small and medium size businesses, who have been impacted by the economic effects of

COVID-19. The scheme allowed banks to lend to a maximum of $5 million for a maximum of five years. The New Zealand

Government will guarantee 80% of any loss incurred (credit risk) with HBL holding the remaining 20%. The Scheme concluded on

30 June 2021. As at 30 June 2024 HBL had a total exposure of $42.2 million (2023: $54.8 million) to its customers under this

Scheme.


North Island Weather Events (NIWE) Loan Guarantee Scheme


On 31 July 2023, HBL entered into a Deed of Indemnity with the New Zealand Government to implement the North Island

Weather Events Loan Guarantee Scheme. The supported loans are intended to assist New Zealand businesses to manage the

impacts of the North Island Weather Events (during Auckland Anniversary weekend 2023). The facility limit for each supported

loan must not exceed $10 million for a maximum of 5 years. The New Zealand Government will guarantee 80% of any loss

incurred (credit risk) with HBL holding the remaining 20%. The Scheme concluded on 30 June 2024. As at 30 June 2024 HBL had

supported loans under this scheme of $33.2 million.


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 statement of financial position.



$000's June 2024 June 2023

On balance sheet:

Cash and cash equivalents 629,619 311,503

Investments 1,092,131 315,192

Finance receivables measured at amortised cost 4,266,946 4,334,214

Finance receivables - reverse mortgages 2,897,818 2,403,810

Derivative financial assets 12,316 36,983

Other financial assets 2,534 1,256

Total on balance sheet credit exposures 8,901,364 7,402,958


Off balance sheet:

Letters of credit, guarantee commitments and performance bonds 3,130 7,378

Undrawn facilities available to customers 554,307 435,314

Conditional commitments to fund at future dates 9,947 24,873

Total off balance sheet credit exposures 567,384 467,565


Total credit exposures 9,468,748 7,870,523




Concentration of credit risk by geographic region



$000's June 2024 June 2023

New Zealand 5,806,175 5,540,453

Australia 3,522,266 2,115,332

Rest of the world

1

216,628 268,004

9,545,069 7,923,789


Provision for impairment (76,321) (53,266)

Total credit exposures 9,468,748 7,870,523

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").


P. 65


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's June 2024 June 2023

Agriculture 1,084,889 1,156,042

Forestry and fishing 113,264 130,055

Mining 10,276 8,266

Manufacturing 69,799 80,729

Finance and insurance 1,758,706 817,864

Wholesale trade 40,561 46,053

Retail trade and accommodation 376,927 402,146

Households 4,715,535 4,078,270

Other business services 302,035 198,377

Construction 338,998 336,333

Rental, hiring and real estate services 196,329 205,079

Transport and storage 431,665 359,865

Other 106,085 104,710

9,545,069 7,923,789


Provision for impairment (76,321) (53,266)

Total credit exposures 9,468,748 7,870,523


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).


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

measured at amortised cost) 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.


P. 66

23 Credit risk exposure (continued)


Credit risk grading (continued)




Collectively Assessed Individually

$000's

Stage 1 Stage 2 Stage 3 Assessed Total

June 2024


Judgemental portfolio

Grade 1 - Very Strong 183,354 - - - 183,354

Grade 2 - Strong 40,557 - - - 40,557

Grade 3 - Sound 167,230 5,556 536 - 173,322

Grade 4 - Adequate 505,177 14,142 6,940 - 526,259

Grade 5 - Acceptable 977,495 41,505 36,206 - 1,055,206

Grade 6 - Monitor - 120,611 12,028 - 132,639

Grade 7 - Substandard - 47,328 17,225 - 64,553

Grade 8 - Doubtful - - 141 88,549 88,690

Grade 9 - At risk of loss - - 166 6,633 6,799

Total Judgemental portfolio 1,873,813 229,142 73,242 95,182 2,271,379

Total Behavioural portfolio 2,014,630 12,491 43,481 1,286 2,071,888

Gross finance receivables measured at

amortised cost

3,888,443 241,633 116,723 96,468 4,343,267

Provision for impairment (14,361) (5,197) (34,281) (22,482) (76,321)

Total finance receivables measured at

amortised cost

3,874,082 236,436 82,442 73,986 4,266,946

Undrawn facilities available to customers 272,829 1,805 904 - 275,538



June 2023


Judgemental portfolio

Grade 1 - Very Strong 25 - - - 25

Grade 2 - Strong 3,658 - - - 3,658

Grade 3 - Sound 41,887 477 - - 42,364

Grade 4 - Adequate 637,993 9,975 3,477 - 651,445

Grade 5 - Acceptable 1,390,926 5,492 602 - 1,397,020

Grade 6 - Monitor - 64,946 6,763 - 71,709

Grade 7 - Substandard - 76,955 13,725 - 90,680

Grade 8 - Doubtful - - - 51,447 51,447

Grade 9 - At risk of loss - - - 1,671 1,671

Total Judgemental portfolio 2,074,489 157,845 24,567 53,118 2,310,019

Total Behavioural portfolio 1,996,109 24,625 56,727 - 2,077,461

Gross finance receivables measured at

amortised cost

4,070,598 182,470 81,294 53,118 4,387,480

Provision for impairment (13,009) (2,463) (21,499) (16,295) (53,266)

Total finance receivables measured at

amortised cost

4,057,589 180,007 59,795 36,823 4,334,214

Undrawn facilities available to customers 255,174 2,609 86 - 257,869


P. 67


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 on credit impaired loans:



Corporate Residential All other

June 2024


Fully secured 47% 100% 69%

Partially secured 37% - 10%

Unsecured 16% - 21%

Total 100% 100% 100%


June 2023


Fully secured 53% 100% 72%

Partially secured 39% - 10%

Unsecured 8% - 18%

Total 100% 100% 100%


P. 68

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 GALCO. This policy sets out

the nature of the risk which may be taken and aggregate risk limits, which GALCO must observe. Within this, the objective of the

GALCO 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 GALCO employs asset and liability cash flow modelling to

determine appropriate liquidity and funding strategies.


HBA and its controlled entities manage their own domestic liquidity and funding needs in accordance with HBA’s own liquidity

policy and the policies of the Group. HBA's liquidity policy is also overseen by APRA.


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's June 2024 June 2023

Cash and cash equivalents 629,619 311,503

Investments in debt securities 1,078,656 315,192

Total liquid assets 1,708,275 626,695

Undrawn committed bank facilities 465,600 294,042

Total liquid assets and committed undrawn funding 2,173,875 920,737





P. 69

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 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.


On 0-6 6-12 1-2 2-5 5+

$000's Demand Months Months Years Years Years Total

June 2024

Non-derivative financial liabilities

Deposits 893,531 3,256,750 1,740,935 115,870 95,356 - 6,102,442

Other borrowings - 205,029 305,010 1,304,185 217,942 443,513 2,475,679

Lease liabilities - 2,158 2,212 4,043 10,610 640 19,663

Other financial liabilities - 20,187 - - - - 20,187

Total non-derivative financial liabilities 893,531 3,484,124 2,048,157 1,424,098 323,908 444,153 8,617,971

Derivative financial liabilities

Inflows from derivatives - 20,407 7,570 14,491 30,423 - 72,891

Outflows from derivatives - 22,877 8,750 15,832 31,551 - 79,010

Total derivative financial liabilities - 2,470 1,180 1,341 1,128 - 6,119

Undrawn facilities available to customers 554,307 - - - - - 554,307

June 2023

Non-derivative financial liabilities

Deposits 782,771 2,313,983 1,015,525 62,618 42,186 - 4,217,083

Other borrowings - 220,675 575,087 918,506 822,614 330,353 2,867,235

Lease liabilities - 1,489 1,501 2,875 7,046 2,731 15,642

Other financial liabilities - 43,254 - - - - 43,254

Total non-derivative financial liabilities 782,771 2,579,401 1,592,113 983,999 871,846 333,084 7,143,214

Derivative financial liabilities

Inflows from derivatives - 3,583 3,552 4,799 13,469 - 25,403

Outflows from derivatives - 6,644 6,796 5,773 13,125 - 32,338

Total derivative financial liabilities - 3,061 3,244 974 (344) - 6,935

Undrawn facilities available to customers 435,314 - - - - - 435,314



P. 70

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 GALCO. This policy sets

out the nature of risk which may be taken and aggregate risk limits, and the GALCO must conform to this. The objective of the

GALCO 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.


Sensitivity to interest rates arises from mismatches in the interest rate characteristics of interest bearing assets and the

corresponding liability funding. One of the main causes of these mismatches is timing differences in the repricing of assets and

liabilities. These mismatches are actively managed as part of the overall interest rate risk management process in accordance with

the Group's policy.


An analysis of the Group's sensitivity is based on the values of the interest bearing assets and liabilities as at the reporting date,

and measures the prospective impact on the net profit after tax and equity from movements in market interest rates by 100 basis

points (BP), presented in the below table:


$000's


Impact on

NPAT

Impact on

equity

Impact on

NPAT

Impact on

equity



As at 30 June 2024 As at 30 June 2023


Market interest rates - 100 basis points increase 255 255 120 120


Market interest rates - 100 basis points decrease (255) (255) (120) (120)





The Group also manages interest rate risk by:


x Monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities;

x Monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposures; and

x Entering into derivatives to hedge against movements in interest rates.






P. 71

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.


Non-

0-3 3-6 6-12 1-2 2+ Interest

$000's Months Months Months Years Years Bearing Total

June 2024


Financial assets

Cash and cash equivalents 629,619 - - - - - 629,619

Investments 4,461 605,518 154,873 57,641 256,163 13,475 1,092,131

Derivative financial assets - - - - - 12,316 12,316

Finance receivables measured at

amortised cost

1,869,269 393,187 589,162 797,035 618,293 - 4,266,946

Finance receivables - reverse mortgages 2,897,818 - - - - - 2,897,818

Other financial assets - - - - - 2,534 2,534

Total financial assets 5,401,167 998,705 744,035 854,676 874,456 28,325 8,901,364


Financial liabilities

Deposits 2,733,266 1,334,469 1,659,617 109,708 73,864 38,192 5,949,116

Other borrowings 1,883,541 - - - 157,222 - 2,040,763

Derivative financial liabilities - - - - - 9,017 9,017

Lease liabilities - - - - - 17,776 17,776

Other financial liabilities - - - - - 20,187 20,187

Total financial liabilities 4,616,807 1,334,469 1,659,617 109,708 231,086 85,172 8,036,859

Effect of derivatives held for risk

management

1,219,913 (145,235) (277,771) (405,932) (390,975) - -

Net financial assets/(liabilities) 2,004,273 (480,999) (1,193,353) 339,036 252,395 (56,847) 864,505




P. 72

25 Interest rate risk (continued)


Contractual repricing analysis (continued)


Non-

0-3 3-6 6-12 1-2 2+ Interest

$000's Months Months Months Years Years Bearing Total

June 2023


Financial assets

Cash and cash equivalents 311,499 - - - - 4 311,503

Investments 29,828 24,963 37,767 55,460 167,174 15,048 330,240

Derivative financial assets - - - - - 36,983 36,983

Finance receivables measured at

amortised cost

1,891,666 382,923 601,344 767,933 690,348 - 4,334,214

Finance receivables - reverse mortgages 2,403,810 - - - - - 2,403,810

Other financial assets - - - - - 1,256 1,256

Total financial assets 4,636,803 407,886 639,111 823,393 857,522 53,291 7,418,006


Financial liabilities

Deposits 2,269,837 795,536 962,205 59,026 35,216 9,205 4,131,025

Other borrowings 1,918,311 49,598 393,072 - 135,394 - 2,496,375

Derivative financial liabilities - - - - - 7,624 7,624

Lease liabilities - - - - - 14,287 14,287

Other financial liabilities - - - - - 43,254 43,254

Total financial liabilities 4,188,148 845,134 1,355,277 59,026 170,610 74,370 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) 1,533,626 (504,046) (757,347) 207,691 266,596 (21,079) 725,441


The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and affect profit or

loss.


P. 73

Other Disclosures


26 Significant subsidiaries



Country of

incorporation

and place of

business

Proportion of ownership

and voting power held




Significant subsidiaries Nature of business June 2024 June 2023

Heartland Bank Limited New Zealand Bank 100% 100%

VPS Properties Limited New Zealand Investment property holding company 100% 100%

Marac Insurance Limited New Zealand Insurance services 100% 100%

Heartland Bank Australia Limited

1

Australia Bank 100%

-

Heartland Australia Holdings Pty Limited Australia Financial services 100% 100%

Heartland Australia Group Pty Limited Australia Financial services 100% 100%

Australian Seniors Finance Pty Limited Australia Management services 100% 100%

StockCo Holdings 2 Pty Limited Australia Financial services 100% 100%

StockCo Australia Management Pty Limited Australia Management services 100% 100%

1

Heartland Bank Australia Limited (HBA) is the current legal name of CBL acquired by HBL on 30 April 2024. Refer to Significant events section in

Note 1 - Financial statements preparation and Note 19 - Acquisition for further details.



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's June 2024 June 2023

Deposits 389,388 244,258



(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 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's June 2024 June 2023

Cash and cash equivalents 43,646 16,874

Finance receivables measured at amortised cost 540,075 254,735

Other borrowings (550,144) (258,256)




P. 74

27 Structured entities (continued)


(c) Seniors Warehouse Trust, Seniors Warehouse Trust No.2 (together the SWT Trusts) and Australian Seniors Finance

Settlement Trust (ASF Trust)


SWT 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 SWT Trusts and ASF Trust are represented as follows:


$000's June 2024

1

June 2023

Cash and cash equivalents 68,316 29,392

Finance receivables - reverse mortgages 852,119 1,371,110

Other borrowings (787,373) (1,124,835)

1

Senior Warehouse Trust (SWT) total borrowings balance was fully repaid upon the sale of its finance receivables - reverse mortgages portfolio to

HBA on 24 April 2024, followed by the cancellation of the A$600 million facility limit, effective 1 May 2024. SWT had $5.2 mi

llion of residual

assets and nil liabilities on its balance sheet as at 30 June 2024.


(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 SWT 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's June 2024 June 2023

Cash and cash equivalents 16,322 11,684

Finance receivables - reverse mortgages 152,156 144,099

Other borrowings (144,635) (143,353)


(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's June 2024 June 2023

Cash and cash equivalents 47,704 39,089

Finance receivables measured at amortised cost 171,960 365,130

Other borrowings (211,046) (365,823)


P. 75

28 Staff share ownership arrangements


The Group operates a share-based compensation plan that issues tranches of performance rights from time to time that are

equity settled. The plan contains clauses which provide the Board with absolute discretion to moderate the awards to ensure an

equitable outcome for both the recipients and Heartland shareholders. This discretion means there can be no shared

understanding of the terms and conditions of the arrangement between participants and the company until finalisation of an

award. The fair value of each tranche shall be measured at grant date, which in the absence of shared understanding is deemed

to be each reporting date for the respective tranches until such time grant date has been established.


The fair value is determined using a Monte Carlo option pricing model developed by an independent third party expert at each

reporting date.


Each tranche contains a total shareholder return (TSR) measure which is a gate opener to consideration of achievement of other

performance measures. At the end of each reporting period the Group revises its estimate of the value of performance rights

based on its probability of attaining an equitable TSR and 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 2024,

there were 4 active tranches being 2024 (CEOs), 2024 (non-CEOs), 2025 (CEOs) and 2025 (non-CEOs). All tranches are subject to

the existing rules of the PR plan.


The 2023 tranche fully vested in September 2023 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 2020 and ending

on 30 June 2023. On vesting, 1,275,194 performance rights were converted into ordinary shares, contributing a $765,116

decrease in the Employee benefits reserve.


2024 (CEOs) tranche


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 2024. 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

days following the date on which the Group announces its full year results for the financial year ended 2024.


The 2024 (CEOs) tranche includes the performance rights originally issued to the CEOs under the 2023 tranche 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.


2024 (non-CEOs) tranche and 2025 (CEOs) tranche


Performance rights 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 the 2023 tranche and 2024 (CEOs) tranche. 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.


2025 (non-CEOs) tranche


Performance rights were issued for the period commencing 1 July 2022 and ending on 30 June 2025. The tranche rules have been

aligned with the 2023 tranche and 2024 (non-CEOs) tranche. Measures are tested on the business day after the announcement of

full year results for the financial year ended 30 June 2025.


P. 76

28 Staff share ownership arrangements (continued)


(a) Share-based compensation plan details (continued)


June 2024 June 2023

PR Plan PR Plan

Number of Number of

Rights Rights

Opening balance 7,853,640 8,801,096

Vested (1,275,194) (2,250,625)

Issued - 1,717,909

Forfeited (160,970) (414,740)

Closing balance 6,417,476 7,853,640


(b) Effect of share-based payment transactions



$000's June 2024 June 2023

Award of Shares

PR Plan (2,816) 105

Total (income) / expense recognised (2,816) 105


The fair value of each tranche of performance rights issued under the PR Plan were measured at nil as at 30 June 2024 based on

the TSR performance of each respective tranche from its commencement date (2023: $2.2 million).


As at 30 June 2024 nil share scheme awards remain unvested and not expensed.


(c) Number of rights outstanding


June 2024 June 2023

Rights Remaining Rights Remaining

Outstanding Years Outstanding Years

PR Plan - 2023 - - 1,275 -

PR Plan - 2024 3,548 - 3,548 1

PR Plan - 2025 2,869 1 3,031 2

Total 6,417 7,854


P. 77

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's June 2024 June 2023

Agriculture 104,818 113,341

Forestry and fishing 18,745 21,944

Mining 178 291

Manufacturing 17,698 19,185

Finance and insurance 2,542,298 3,012,700

Wholesale trade 10,207 7,634

Retail trade and accommodation 30,410 25,136

Households 5,025,700 3,215,828

Rental, hiring and real estate services 101,495 59,720

Construction 28,914 36,868

Other business services 65,790 66,763

Transport and storage 6,512 7,807

Other 37,114 40,183

Total borrowings 7,989,879 6,627,400



(b) Concentration of funding by geographical area



$000's June 2024 June 2023

New Zealand 4,921,410 4,634,934

Australia 3,005,336 1,905,300

Rest of the world 63,133 87,166

Total borrowings 7,989,879 6,627,400



P. 78

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

2024, the Group has received $2.38 million of cash collateral (2023: $27.61 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 sheet Related amounts not offset



Gross amount

set off in

balance sheet

Net amounts

reported in the

balance sheet

Financial

instruments

Cash


Gross

collateral

Net

amount $000's

amounts

received

June 2024


Derivative financial assets 12,316 - 12,316 (9,017) (2,384) 915

Total financial assets 12,316 - 12,316 (9,017) (2,384) 915


Derivative financial liabilities 9,017 - 9,017 (9,017) - -

Total financial liabilities 9,017 - 9,017 (9,017) - -

June 2023



Derivative financial assets 36,983 - 36,983 (7,624) (27,609) 1,750

Total financial assets 36,983 - 36,983 (7,624) (27,609) 1,750


Derivative financial liabilities 7,624 - 7,624 (7,624) - -

Total financial liabilities 7,624 - 7,624 (7,624) - -

P. 79
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's June 2024 June 2023

Letters of credit, guarantee commitments and performance bonds 3,130 7,378

Total contingent liabilities 3,130 7,378

Undrawn facilities available to customers 554,307 435,314

Conditional commitments to fund at future dates 9,947 24,873

Total commitments 564,254 460,187

33 Events after reporting date

The Group approved a fully imputed final dividend of ϯ cents per share on 28 August 2024.

There were no other events subsequent to the reporting period which would materially affect the financial statements.


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 2024, 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 Accounting Standards (IFRS Accounting

Standards).

What we have audited

The Group's financial statements comprise:

●the statement of financial position as at 30 June 2024;

●the statement of comprehensive income for the year then ended;

●the statement of changes in equity for the year then ended;

●the statement of cash flows for the year then ended; and

●the notes to the financial statements, comprising material accounting policy information 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 theAuditor’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 for the Group comprising: assurance over insurance solvency, supervisor reporting, registry

audits and greenhouse gas emissions reporting. Other services include 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. The provision of these other services

and these 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.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz



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 $76.3 million at 30 June 2024.

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 impairment 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 inherent estimation

uncertainty present in the determination of

the impairment allowance.

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, on the Group’s

collectively assessed impairment allowance:

●Assessed the appropriateness of the methodology

inherent in the models used against the

requirements of NZ IFRS 9Financial Instruments;

●Challenged and assessed the appropriateness of

the collectively assessed impairment allowance

inclusive of the impacts of any post model

adjustments;

●Challenged management’s modelling outcomes

using a range of what we consider reasonably

possible assumptions to assess the collectively

assessed impairment allowance; and

●Tested the completeness and accuracy of critical

data elements used in the calculations.

With respect to individually assessed impairment

allowances we:

●For a sample of business and rural loans not

identified as impaired, considered the borrowers

latest information available to the Group to assess

the credit risk grade rating allocated to the

borrower as to whether the borrower could be

identified as impaired, a critical data element which

involves significant management judgement; and

●For loans where an impairment allowance 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.

We also assessed the reasonableness of the

disclosures against the requirements of the

accounting standards.

PwC81



Description of the key audit matterHow our audit addressed the key audit matter

Fair value of finance receivables -

reverse mortgages

The Group’s fair value of finance

receivables – reverse mortgages

(“Reverse mortgages”) totalled $2.9

billion at 30 June 2024 as disclosed in

note 21 of the financial statements.

Reverse mortgages are held at fair value

through profit or loss.

The Group records the estimated fair

value of the Reverse mortgages at

transaction price (cash advanced plus

accrued capitalised interest) on the

basis that no reliable fair value can be

estimated as there is no relevant active

market and the fair value cannot be

reliably estimated using other valuation

techniques as permitted under the

accounting standards.

To assess whether the transaction price

remains an appropriate proxy for fair

value, the Group considers the impact

on discounted future cash flows of

changes in the risk profile and

expectations of performance since

origination, including possible outflows

under the no negative equity guarantee

provided by the Group to the borrower.

High interest rates and volatility in house

prices, combined with the economic

outlook, increases the possibility of

outflows under the no negative equity

guarantee. Accordingly, we consider this

to be a key audit matter.

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 price against the requirements of the

accounting standards;

●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 expert to assess

the Group’s estimate of 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 price of Reverse mortgages

(carrying value) to assess any potential shortfall

(a shortfall would indicate the transaction value

was overstated);

●Testing the completeness and accuracy of a

sample of critical data elements used as inputs to

the value of discounted future cash flows;

●Assessing the reasonableness of key

assumptions (such as future house prices,

voluntary exits, interest rate margins, future

interest rates) used in the value of discounted

future cash flows; and

●Considering the appropriateness of the

disclosures in note 21 of the financial statements

against the requirements of the accounting

standards.

PwC82



Description of the key audit matterHow our audit addressed the key audit matter

Heartland Bank Australia Limited

group of cash generating units (CGUs)

goodwill impairment assessment

The carrying amount of the Heartland

Bank Australia Limited group of CGUs

goodwill as at 30 June 2024, as disclosed

in note 18 of the financial statements,

amounted to $178.9 million.

The carrying value of goodwill is a key

audit matter as it is a significant intangible

asset in the Group’s statement of financial

position. At balance date an impairment

assessment is required which uses an

estimate of the recoverable amount that is

dependent on future earnings.

With the Group’s acquisition of Challenger

Bank Limited (subsequently renamed

Heartland Bank Australia Limited),

reorganisation of the Heartland Australia

Holdings Limited business into Heartland

Bank Australia Limited and changes in the

way in which goodwill is monitored

internally, judgement is applied in respect

of the determination of the group of

CGU’s at which impairment is assessed.

The Group used the Fair Value Less Cost

to Sell (FVLCS) approach to determine

the recoverable amount of the Heartland

Bank Australia Limited group of CGUs.

FVLCS is based on a price-earnings

multiples approach using forecast

earnings for the next twelve months

(FY25 forecast earnings).

The assumptions used in the FVLCS are:

●Price-earnings multiple; and

●FY25 forecast earnings.

We held discussions with management to understand

the assumptions used in the determination of the

group of CGUs and the goodwill impairment

assessment.

Our audit procedures also included the following:

●Assessing judgements made in respect of the

determination of the group of CGUs, taking into

account the reorganisation of the Group’s

Australian business in the current year;

●Obtaining an understanding of the business

processes and controls applied by management

in performing the impairment assessment;

●Assessing the appropriateness of using a FVLCS

approach against the requirements of the

accounting standards;

●Engaging our internal valuation expert to assess

management's valuation methodology and key

assumptions, including comparable price-earnings

multiples;

●Obtaining evidence of the FY25 forecast earnings

approved by the Board and assessing the

reasonableness of key inputs including lending

growth, interest yields, funding mix, cost of funds

and expenses;

●Reviewing publicly available information on

analyst forecasts of FY25 forecast earnings;

●Testing the mathematical accuracy of the FY25

forecast earnings;

●Obtaining and evaluating management’s

sensitivity analyses to ascertain the impact of

reasonably possible changes in key assumptions

on the recoverable amount; and

●Considering the appropriateness of the

disclosures in note 18 of the financial statements

against the requirements of the accounting

standards.

PwC83



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 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. In addition, the

Group upgraded its New Zealand core

banking system in the current year.

Accordingly, we consider this to be a key

audit matter.

In common with other groups with

banking subsidiaries, 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.

In addition to the above, our audit procedures around

the upgrade of the New Zealand core banking system

included the following:

●assessing management’s governance over and

methodology applied for the system upgrade;

●testing the design and operating effectiveness of

key controls over the system development life

cycle; and

●testing the completeness and accuracy of

financial data migrated to the upgraded core

banking system.

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.

PwC84



Description of the key audit matterHow our audit addressed the key audit matter

Accounting for the acquisition of

Challenger Bank Limited

As disclosed in note 19 of the financial

statements, the Group acquired

Challenger Bank Limited on 30 April

2024 for a total cash consideration of

$126.6 million. The fair value of certain

assets and liabilities arising from the

acquisition have been determined on a

provisional basis as any completion

adjustments will be finalised within 12

months of the acquisition date. As a

result of this acquisition, the Group has

recognised provisional goodwill on

acquisition of $23.2 million.

We consider this acquisition to be a key

audit matter due to:

●the significance of the acquisition to

the Group;

●judgements made in the provisional

fair value assessment of assets and

liabilities arising from the acquisition

of Challenger Bank Limited; and

●the appropriateness of including

within the cash consideration the

additional payments made to

Challenger Limited in respect of the

deposit raising programme and

increased capital.

Our audit procedures included:

●Reading the Sale and Purchase Agreement (and

any subsequent amendments) to understand key

terms and conditions of the acquisition;

●Gaining an understanding of the valuation

approach and methodology undertaken by

management to identify separately identifiable

intangible assets against the criteria in the

accounting standards and fair value of assets

and liabilities acquired;

●Obtaining and reading the identification of

intangible assets report prepared by

management’s external expert for the acquisition

of Challenger Bank Limited;

●Agreeing the cash consideration to supporting

documentation. This included assessing the

appropriateness of including in the cash

consideration the additional payments made to

the vendor relating to the deposit raising

programme and increased capital;

●Performing an audit of the provisional acquisition

balance sheet; and

●Recalculating the provisional purchase price

allocation and resulting provisional goodwill as a

result of the fair value of acquired assets and

liabilities of Challenger Bank Limited.

We also assessed the disclosures made in note 19 of

the financial statements against the requirements of

the accounting standards.

PwC85



Our audit approach

Overview

The overall group materiality is $5.4 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 performed for two (NZ Banking Group and Australia Banking

Group) of the three identified components based on their financial

significance. Specified audit procedures and analytical review procedures

were performed on the remaining component (the Company).

As reported above, we have five key audit matters, being:

●Provision for impairment of finance receivables

●Fair value of finance receivables - reverse mortgages

●Heartland Bank Australia Limited group of cash generating units (CGUs)

goodwill impairment assessment

●Operation of financial reporting information technology (IT) systems and

controls

●Accounting for the acquisition of Challenger Bank Limited

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 industries in which the Group operates.

PwC86



We performed a full scope audit of the Group’s two financially significant components. The full scope

audit of the Australia Banking Group component was performed by:

●a foreign non-PwC firm operating under our instructions for which we obtained a specified scope

audit opinion; and

●the remaining balances and transactions not included in the foreign non-PwC firms specific scope

audit was audited by us.

Our involvement with the foreign non-PwC firm auditing the Australia Banking Group component

included the following:

●issued Group audit instructions;

●meeting with the component audit team and reviewing their audit findings;

●inspecting audit working papers;

●attending key management and audit committee meetings; and

●maintaining regular communication throughout the audit and appropriately directing their audit.

Specified audit procedures and analytical review procedures were performed on the remaining

component

.

By performing these procedures, together with the procedures performed on the consolidation and

intercompany eliminations, we have obtained sufficient and appropriate audit evidence regarding the

financial information of the Group to provide a basis for our opinion on the Group’s financial

statements.

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) and the Heartland Climate Report 2024. The Annual Report and Heartland

Climate Report 2024 are 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 Accounting Standards, 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.

PwC87

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.

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, New Zealand

28 August 2024

PwC88

---

Disclosure
Statement

For the year ended 30 June 2024



Contents



Page

General Information........................................................................................................................................................... 1

Priority of Creditors’ Claims............................................................................................................................................. 1

Guarantee Arrangements................................................................................................................................................... 1

Pending Proceedings.......................................................................................................................................................... 1

Auditor.................................................................................................................................................................................. 1

Directors............................................................................................................................................................................... 2

Directors’ Statements......................................................................................................................................................... 4

Statement of Comprehensive Income............................................................................................................................. 5

Statement of Changes in Equity....................................................................................................................................... 6

Statement of Financial Position....................................................................................................................................... 7

Statement of Cash Flows.................................................................................................................................................. 8

Notes to the Financial Statements

1 Financial statements preparation........................................................................................................................ 10

Performance

2 Segmental analysis................................................................................................................................................. 16

3 Net interest income................................................................................................................................................ 18

4 Net operating lease income................................................................................................................................... 19

5 Other income........................................................................................................................................................... 20

6 Operating expenses................................................................................................................................................. 21

7 Compensation of auditor....................................................................................................................................... 22

8 Impaired asset expense.......................................................................................................................................... 23

9 Taxation.................................................................................................................................................................... 23

Financial Position

10 Investments............................................................................................................................................................ 25

11 Derivative financial instruments.......................................................................................................................... 26

12 Finance receivables measured at amortised cost............................................................................................. 31

13 Operating lease vehicles........................................................................................................................................ 31

14 Borrowings.............................................................................................................................................................. 32

15 Share capital and dividends.................................................................................................................................. 35

16 Other reserves........................................................................................................................................................ 36

17 Other balance sheet items.................................................................................................................................... 37

18 Acquisition............................................................................................................................................................... 40

19 Related party transactions and balances............................................................................................................ 43

20 Fair value................................................................................................................................................................. 46

Risk Management

21 Enterprise risk management................................................................................................................................. 52

22 Credit risk exposure............................................................................................................................................... 57

23 Asset quality............................................................................................................................................................ 62

24 Liquidity risk............................................................................................................................................................ 71

25 Interest rate risk..................................................................................................................................................... 73

26 Concentrations of funding.................................................................................................................................... 76

Other Disclosures

27 Significant subsidiaries.......................................................................................................................................... 77

28 Structured Entities................................................................................................................................................. 77

29 Capital adequacy and regulatory liquidity ratios............................................................................................... 79

30 Securitisation, funds management, other fiduciary activities....................................................................... 89

31 Offsetting financial instruments......................................................................................................................... 91

32 Contingent liabilities and commitments............................................................................................................ 92

33 Events after reporting date.................................................................................................................................. 92

Auditor’s Reports............................................................................................................................................................... 93

Historical Summary of the Financial Statements............................................................................................................ 105

New Zealand Banking Group disclosures...................................................................................................................... 106

Amendments to Conditions of Registration.................................................................................................................... 117

Conditions of Registration................................................................................................................................................. 120

Conditions of Registration – Non Compliance............................................................................................................... 130

Credit Ratings...................................................................................................................................................................... 131

Other Material Matters...................................................................................................................................................... 131


P. 1

General Information


This Disclosure Statement has been issued by Heartland Bank Limited (HBL or the Bank) and its subsidiaries (the Banking Group)

for the year ended 30 June 2024 in accordance with the Registered Bank Disclosure Statements (New Zealand Incorporated

Registered Banks) Order 2014 (as amended) (the Order). The financial statements of the Banking Group for the year ended 30

June 2024 form part of, and should be read in conjunction with, this Disclosure Statement.


Words and phrases defined by the Order have the same meanings when used in this Disclosure Statement.


Name and address for service


The name of the Registered Bank is Heartland Bank Limited.


The Banking Group consists of the Bank and all of its subsidiaries.


The Bank's address for service is Level 3, 35 Teed Street, Newmarket, Auckland 1023.


The address for service of the ultimate parent, Heartland Group Holdings Limited (HGH), is Level 3, 35 Teed Street, Newmarket,

Auckland 1023.


Details of incorporation


The Bank was incorporated under the Companies Act 1993 on 30 September 2010.


Interests in 5% or more of voting securities of the Bank


Name Percentage held

Heartland Group Holdings Limited 100%


Heartland Group Holdings Limited has the ability to appoint 100% of Directors, subject to Reserve Bank of New Zealand (RBNZ)

restrictions and RBNZ Director approval.



Priority of Creditors' Claims


In the event of the Bank becoming insolvent or ceasing business, certain claims set out in legislation are paid in priority to others.

These claims include secured creditors, taxes, certain payments to employees and any liquidator’s costs. After payment of those

creditors, the claims of all other creditors are unsecured and would rank equally, with the exception of holders of subordinated

bonds and notes which rank below all other claims.


Guarantee Arrangements


As at the date this Disclosure Statement was signed, no material obligations of the Bank were guaranteed.


Pending Proceedings or Arbitration


There are no pending legal proceedings or arbitrations concerning any member of the Banking Group at the date of Disclosure

Statement that may have a material adverse effect on the Bank or the Banking Group.


Auditor


PricewaterhouseCoopers

PwC Tower, Level 27

15 Customs Street West

Auckland 1010


P. 2

Directors


All Directors of the Bank reside in New Zealand. Communications to the Directors can be sent to Heartland Bank Limited, Level 3,

35 Teed Street, Newmarket, Auckland 1023.


There have been no changes in the composition of the Board of Directors of the Bank for the year ended 30 June 2024.


The Directors of the Bank and their details at the time this Disclosure Statement was signed were:


Chairman – Board of Directors

Name: Bruce Robertson Irvine Qualifications: BCom, LLB, FCA, CFInstD

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:

Air Rarotonga Limited, Amaia Day Spa (Tonga) Limited, Amaia Luxury Spa Limited, B R Irvine Limited, Blackbyre Horticulture

Limited, Bowdens Mart Limited, MG Sustainable Operations Limited, Chambers @151 Limited, Clipper Investments (2002)

Limited, Cockerill and Campbell (2007) Limited, Embassy Hotels Limited, GZ Capital Limited, GZ NZ Limited, GZ RES Limited,

Hansons Lane International Holdings Limited, Hawling Holdings Limited, House of Travel Holdings Limited, Kaipaki Holdings

Limited, Kaipaki Properties Limited, Lake Angelus Holdings Limited, Lamanna Bananas (NZ) Limited, Lamanna Premier Group Pty

Limited, Lamanna Limited, Market Fresh Wholesale Limited, Market Gardeners Limited, MG Group Holdings Limited, MG

Marketing Limited, MG New Zealand Limited, Monarch Hotels Limited, Noblesse Oblige Limited, Paradise Islands Limited, Phimai

Holdings Limited, Quitachi Limited, Scenic Hotels (Karapiro) Limited, Scenic Hotels (Hamilton) Limited, Scenic Hotel Punakaiki

Limited, Scenic Circle Convention Services Limited, Scenic Hotel (Haast) Limited, Scenic Circle (Napier) Limited, Scenic Hotel Group

Limited, Scenic Hotels (Ashburton) Limited, Scenic Hotels (International) Limited, Scenic Circle MLC Café & Bar Limited, Skope

Industries Limited, Southland Produce Markets Limited, Stark Holdings (NZ) Limited, Wavell Resources Limited, Scenic Circle

(Rotorua) Limited, Scenic Circle (Queenstown) Limited, Scenic Hotels Limited, Abalon Investments Limited, Airedale Developments

(Auckland) Limited, Scenic Hotels (Tonga) Limited, Waiho Investments Limited, Scenic Circle Hotels Management Services Limited,

Scenic Hotel Collection New Zealand Limited, Scenic Hotels (Auckland) Limited, Scenic Hotels (Niue) Limited, Scenic Hotels

(Kaikoura) Limited, Heartland Hotels Limited, Scenic (Franz Josef) Limited, Scenic Circle (Airedale) Limited, Scenic Circle (Bay Of

Islands) Limited, Platinum Hotels Limited, Scenic Aviation Limited, Scenic Circle (Bay Of Plenty) Limited, Scenic Circle (Blenheim)

Limited, Karma Finance Limited, Scenic Circle Hotels (Dunedin) Limited, Refined Hotels Limited, Scenic Hospitality Services

Limited, Scenic Circle Glacier Country Hotel Limited, Scenic Circle (North Island) Limited, Scenic Hotels Technology Limited, Scenic

Circle (Rotorua Lakes) Limited, Ezibed (2022) Limited, Mainstay International Hotels (NZ)(2022) Limited, Mainstay International

Hotels (2022) Limited, Mitchell Corp New Zealand (2022) Limited, Te Kaikoura Investments Limited, MLC Scenic Limited, Wagstaff

Holdings Limited, Golden Chain (NZ) (2022) Limited, Sproule Ft Leinster Limited, Premier Fresh Australia Pty Ltd, Sproule Ft

Marshland Limited, Paulsen Porto Limited.


Name: Jeffrey Kenneth Greenslade Qualifications: LLB

Type of Director: Non-Independent Non-Executive Director Occupation: Chief Executive Officer of Heartland Group Holdings

External Directorships:

Henley Family Investments Limited, Heartland Group Holdings Limited.


Name: Edward John Harvey Qualifications: BCom, CA, CFInstD

Type of Director: Non-Independent Non-Executive Director Occupation: Company Director

External Directorships:

Napier Port Holdings Limited, Pomare Investments Limited, Port of Napier Limited, Heartland Group Holdings Limited.


Name: Kathryn Mitchell Qualifications: BA, CMInstD

Type of Director: Non-Independent Non-Executive Director Occupation: Company Director

External Directorships:

Chambers@151 Limited, Christchurch International Airport Limited, Firsttrax Approvals Limited, Link Engine Management Limited,

Link Engine Management International (NZ) Limited, Morrison Horgan Limited, The New Zealand Merino Company Limited,

Heartland Group Holdings Limited, The A2 Milk Company Limited, Purepods Limited.

P. 3
Directors (continued)

Name: Shelley Maree Ruha Qualifications: BCom, DipBank

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:


Analey Holdings Limited, Analey Investments Limited, IT & Business Consulting Limited, New Zealand Rural Land Management GP

Limited, Partners Group Holdings Limited, Partners Life Limited, 9 Spokes International Limited, Paysauce Limited, 9 Spokes

Knowledge Limited, 9 Spokes Operations Limited, 9 Spokes Trustee Limited, 9 Spokes US Holdings Limited, Allied Farmers Limited,

Allied Farmers (New Zealand) Limited, 5M No.2 Limited, Alf Nominees Limited, Allied Farmers Rural Limited, Allied Farmers

Property Holdings Limited, Clearwater Hotel 2004 Limited, Lifestyles of New Zealand Queenstown Limited, Lonz 2008 Holdings

Limited, Lonz 2008 Limited, NZ Farmers Livestock Finance Limited, QWF Holdings Limited, Rural Funding Solutionz Limited, UFL

Lakeview Limited͕^ŵĂƌƚƉĂLJ,ŽůĚŝŶŐƐ>ŝŵŝƚĞĚ.

Name: Simon Ross Tyler Qualifications: MSc, BSc (hons)

Type of Director: Independent Non-Executive Director Occupation: Company Director

External Directorships:


Nutrition for Health Limited, Global Horticulture Limited, Palliser Estate Wines of Martinborough Limited, NZ Bio Forestry Limited.

Conflicts of interest policy

All Directors are required to disclose to the Board any actual or potential conflicts of interest which may exist or is thought to exist

upon appointment and are required to keep these disclosures up to date. The details of each disclosure made by a Director to the

Board must be entered in the Interests Register.

Directors are required to take any necessary and reasonable measures to try to resolve the conflict and comply with the

Companies Act 1993 by disclosing interests and restrictions on voting. Any Director with a material personal, professional or

business interest in a matter being considered by the Board must declare their interest and, unless the Board resolves otherwise,

may not be present during the boardroom discussions or vote on the relevant matter.

Interested transactions

There have been no transactions between the Bank or any member of the Banking Group and any Director or immediate relative

or close business associate of any Director which either has been entered into on terms other than those which would in the

ordinary course of business of the Bank or any member of the Banking Group be given to any other person of like circumstances

or means, or could be reasonably likely to influence materially the exercise of the Directors' duties.

Audit committee composition

Members of the Bank's Audit Committee as at the date of this Disclosure Statement are as follows:

Simon Ross Tyler (Chairperson)


Independent Non-Executive Director

Edward John Harvey Non-Independent Non-Executive Director

Bruce Robertson Irvine Independent Non-Executive Director

Shelley Maree Ruha


Independent Non-Executive Director

P. 4
Directors' Statements

Each Director of the Bank states that he or she believes, after due enquiry, that:

1.As at the date on which this Disclosure Statement is signed:

(a)the Disclosure Statement contains all the information that is required by the Order; and

(b) the Disclosure Statement is not false or misleading.

2.During the year ended 30 June 2024:

(a)the Bank complied in all material respects with eachCondition of Registration that applied during the period;

(b) credit exposures to connected persons were not contrary to the interests of the Registered Bank; and

(c)the Bank had systems in place to monitor and control adequately material risks of the Registered Bank, including

credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk, operational risk

and other business risks, and that those systems were being properly applied.

This Disclosure Statement is dated 28 August 2024 and has been signed by all the Directors.

B.Z͘Irvine (Chair)

K. Mitchell

J. K. GreensladeS. M. Ruha

E. J. HarveyS.Z͘TylerS.Z͘Tyler


P. 5

Statement of Comprehensive Income




For the year ended 30 June 2024




$000's Note

June 2024 June 2023


Interest income

3

506,793 372,688

Interest expense

3

284,405 158,027

Net interest income 222,388 214,661




Operating lease income

4

6,058 5,631

Operating lease expense

4

4,373 3,827

Net operating lease income 1,685 1,804




Lending and credit fee income


11,724 7,722

Other income

5

2,718 2,932

Net operating income 238,515 227,119




Operating expenses

6

116,302 101,337

Profit before impaired asset expense and income tax 122,213 125,782




Fair value (loss) on investments and investment property


(1,595) -

Impaired asset expense

8

46,313 22,891

Profit before income tax 74,305 102,891




Income tax expense

9

21,785 28,389

Profit for the year

52,520

74,502


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 instruments in a cash flow

hedge relationship

(10,439) 7,264

Movement in fair value reserve 925 (533)

Movement in foreign currency translation reserve (1,682) -

Other comprehensive income for the year, net of income tax (11,196) 6,731


Total comprehensive income for the year

41,324

81,233


Total comprehensive income for the year is attributable to the owner of the Bank.



















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


P. 6

Statement of Changes in Equity




For the year ended 30 June 2024




June 2024 June 2023



Share

Capital Reserves

Retained

Total

Equity

Share

Capital

Reserves

Retained

Total

Equity

$000's

Note Earnings Earnings


Balance at beginning of year 553,239 13,143 162,354 728,736 553,239 6,412 147,852 707,503


Business combination under

common control

16, 18 - (85,568) 85,826 258 - - - -

Total comprehensive income

for the year


Profit for the year - - 52,520 52,520 - - 74,502 74,502

Other comprehensive income,

net of income tax

16 - (11,196) - (11,196) - 6,731 - 6,731

Total comprehensive income for

the year

- (11,196) 52,520 41,324 - 6,731 74,502 81,233


Transactions with owner


Dividends paid to owner 15 - - (65,500) (65,500) - - (60,000) (60,000)

Share issuance 15 491,572 - - 491,572 - - - -

Total transactions with owner 491,572 - (65,500) 426,072 - - (60,000) (60,000)


Balance at end of the year 1,044,811 (83,621) 235,200 1,196,390 553,239 13,143 162,354 728,736


































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


P. 7

Statement of Financial Position




As at 30 June 2024




$000's

Note June 2024 June 2023

Assets

Cash and cash equivalents 627,969 216,044

Investments 10 1,092,131 317,011

Derivative financial instruments 11 12,316 36,982

Finance receivables measured at amortised cost 12 4,266,946 3,954,800

Finance receivables - reverse mortgages 20 2,897,818 888,600

Investment properties 3,660 11,903

Operating lease vehicles 13 18,261 16,966

Right of use assets 17 15,519 11,510

Other assets 17 34,897 19,597

Current tax asset 15,172 -

Intangible assets 17 264,493 71,635

Deferred tax asset 9 22,605 16,760

Total assets 9,271,787 5,561,808


Liabilities

Deposits 14 5,967,239 4,131,029

Other borrowings 14 2,040,763 615,126

Derivative financial instruments 11 9,017 7,624

Due to related parties 19 7,653 7,173

Lease liabilities 17 17,776 13,478

Tax liabilities - 7,692

Trade and other payables 17 32,949 50,950

Total liabilities 8,075,397 4,833,072

Net assets 1,196,390 728,736


Equity

Share capital 15 1,044,811 553,239

Retained earnings and other reserves 16 151,579 175,497

Total equity 1,196,390 728,736



Total interest earning and discount bearing assets 8,871,389 5,374,632

Total interest and discount bearing liabilities 7,969,810 4,726,367



















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


P. 8

Statement of Cash Flows




For the year ended 30 June 2024




$000's

Note June 2024 June 2023

Cash flows from operating activities

Interest received 367,259 293,872

Operating lease income received 5,288 4,571

Lending, credit fees and other income received 16,612 12,236

Operating inflows 389,159 310,679


Interest paid (256,683) (138,332)

Payments to suppliers and employees (134,351) (93,333)

Taxation paid (41,691) (44,055)

Operating outflows (432,725) (275,720)

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

assets and liabilities

(43,566) 34,959


Proceeds from sale of operating lease vehicles 2,219 4,492

Purchase of operating lease vehicles (6,732) (8,766)

Net movement in finance receivables (171,448) (301,687)

Net movement in deposits 559,209 522,307

Net movement in related party balances (4,312) 3,202

Net cash flows from operating activities

1

335,370 254,507


Cash flows from investing activities


Purchase of property, plant and equipment and intangible assets (18,842) (23,423)

Proceeds from investment securities 246,490 55,443

Purchase of investment securities (637,399) (95,000)

Purchase of investment property - (71)

Cash acquired on business combination under common control

18

125,085 -

Cash acquired on acquisition of subsidiary

18

165,620 -

Net cash flows applied to investing activities (119,046) (63,051)


Cash flows from financing activities

Proceeds from wholesale borrowings 998,688 671,271

Repayment of wholesale borrowings (870,413) (753,838)

Proceeds from issue of unsubordinated debt 24,364 -

Repayment of unsubordinated notes (126,485) (150,000)

Proceeds from issue of subordinated debt 51,572 97,934

Dividends paid 15 (65,500) (60,000)

Payment of lease liabilities (2,327) (2,248)

Net issue of share capital 15 187,500 -


Net cashflows from/(applied to) financing activities 197,399 (196,881)


Net increase/(decrease) in cash held 413,723 (5,425)

Effect of exchange rates on cash and cash equivalents (1,798) -

Opening cash and cash equivalents 216,044 221,469

Closing cash and cash equivalents

2

627,969 216,044

1

Cash flows from operating activities do not include cash flows from wholesale borrowings which are included as part of financing activities.

2

At 30 June 2024, the Banking Group has $176.0 million (2023: $16.9 million) of cash held by the Trust which may only be used for the purposes

defined in the underlying Trust documents. Refer to Note 28 - Structured entities for definition of the Trust and further details.





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


P. 9

Statement of Cash Flows (continued)



For the year ended 30 June 2024



Reconciliation of profit after tax to net cash flows from operating activities




$000's

Note June 2024 June 2023

Profit for the year 52,520 74,502


Add/(less) non-cash items:

Depreciation and amortisation expense 9,355 9,299

Depreciation on lease vehicles 13 3,902 3,461

Capitalised net interest income and fee income (127,327) (69,249)

Impaired asset expense 8 46,313 22,891

Fair value movements (8,712) (1,740)

Deferred tax (5,845) (1,222)

Other non-cash items 4,211 2,755

Total non-cash items (78,103) (33,805)


Add/(less) movements in operating assets and liabilities:

Finance receivables (171,448) (301,687)

Operating lease vehicles (5,197) (5,266)

Other assets (7,285) 2,313

Current tax (22,864) (14,787)

Derivative financial instruments 26,059 8,794

Deposits 559,209 522,307

Other liabilities (17,521) 2,136

Total movements in operating assets and liabilities 360,953 213,810



Net cash flows from operating activities

1

335,370 254,507

1

Cash flows from operating activities do not include cash flows from wholesale borrowings which are included as part of financing activities.


























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


P. 10

Notes to the Financial Statements


For the year ended 30 June 2024


1 Financial statements preparation


Reporting entity


The financial statements presented are the consolidated financial statements comprising Heartland Bank Limited (HBL or the

Bank) and its controlled entities (the Banking Group). Refer to Note 27 – Significant subsidiaries and Significant events section

within this note for further details.


The Bank is a company incorporated in New Zealand under the Companies Act 1993, a registered bank under the Banking

(Prudential Supervision) Act 1989 and a Financial Market Conduct (FMC) reporting entity for the purposes of the Financial

Markets Conduct Act 2013.


The Banking Group is a designated climate reporting entity (CRE) under the climate-related disclosure regime and is required to

meet its requirements effective from the financial reporting period commencing 1 July 2023. Refer to Note 21 - Enterprise risk

management for further details.


Basis of preparation


The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ

GAAP) and with the requirements of the Financial Markets Conduct Act 2013. 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, and the Registered Bank Disclosure Statement (New Zealand Incorporated Registered

Banks) Order 2014 (as amended) (the Order). The financial statements also comply with International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board.


The financial statements are presented in New Zealand dollars which is the Banking Group's functional and presentation currency.

Unless otherwise indicated, amounts are rounded to the nearest thousand dollars.


The financial statements have been prepared on a going concern basis after considering the Banking Group's funding and liquidity

position.


The accounting policies adopted have been applied consistently throughout the periods presented in these 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 financial statements of the Banking Group incorporate the assets, liabilities and results of all controlled entities.

Controlled entities are all entities in which the Bank 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 statement of comprehensive income.



P. 11

1 Financial statements preparation (continued)


Changes in accounting standards


Accounting standards issued and effective


Disclosure of Accounting Policies - Amendments to NZ IAS 1 Presentation of Financial Statements


The Banking Group adopted the amendments to NZ IAS 1 Presentation of Financial Statements. Effective 1 July 2023, these

amendments require the disclosure of material accounting policy information instead of significant accounting policies. The

amendments did not result in any changes to the accounting policies and did not impact the accounting policy information

disclosed below.


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.


The Banking Group early adopted the Amendments to FRS-44 from 1 July 2022. Refer to Note 7 - Compensation of auditor for

further details.


There have been no other changes to accounting policies or new or amended standards that are issued and effective that are

expected to have a material impact on the Banking Group.


Accounting standards issued not yet effective


Presentation and Disclosure in Financial Statements (NZ IFRS 18)


IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18) was issued in April 2024 to replace IAS 1 Presentation of

Financial Statements (IAS 1) when applied. New Zealand Equivalent to IFRS 18 (NZ IFRS 18) was issued on 23 May 2024. Most of

the presentation and disclosure requirements will largely remain unchanged together with other disclosures carried forward from

IAS 1. NZ IFRS 18 primarily introduces the following:


x a defined structure for the statement of comprehensive income by classifying items into one of the five categories:

operating, investing, financing, income taxes and discontinued operations. Entities will also present expenses in the

operating category by nature, function, or a mix of both, based on facts and circumstances;


x disclosure of management-defined performance measures (a subset of alternative performance measures / non-GAAP

measures) in a single note together with reconciliation requirements, and


x additional guidance on aggregation and disaggregation principles (applied to all primary financial statements and notes).


P. 12

1 Financial statements preparation (continued)


Accounting standards issued not yet effective (continued)


Presentation and Disclosure in Financial Statements (NZ IFRS 18) (continued)


NZ IFRS 18 also made limited change to certain presentation and disclosure requirements in the financial statements, e.g., NZ IAS

7 Statement of Cash Flows; as well as consequential changes to various IFRS Accounting Standards.


NZ IFRS 18 will be effective for annual reporting periods beginning on or after 1 January 2027. The Banking Group expects to

adopt NZ IFRS 18 and relevant consequential changes of other accounting standards in the financial year beginning 1 July 2027.

The Banking Group is currently assessing the impact and will disclose more detailed assessments in the future.


Other new accounting standards, amendments to accounting standards and interpretations have been published that are not

mandatory for the 30 June 2024 reporting periods and have not been early adopted by the Banking 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 Banking Group’s 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.


x Provisions for impairment - The effect of credit risk is quantified based on the Banking 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 12 - Finance receivables measured at amortised cost for further details.


x Fair value of reverse mortgages - Fair value is quantified by the transaction price (cash advanced plus accrued capitalised

interest). Judgement is applied in determining the appropriateness of the transaction price as fair value. Refer to Note 20 -

Fair value for further details.


x Goodwill - The Banking 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 or group of CGUs for impairment testing. Refer to Note 17 -

Other balance sheet items for further details.


x Acquisition of Challenger Bank Limited (now Heartland Bank Australia Limited) – Fair value of the consideration transferred

and fair value of the identifiable assets acquired and liabilities assumed, measured on a provisional basis. Judgement is

applied in determining consideration and in the valuation of the acquiree’s identifiable assets and liabilities assumed on the

acquisition date. Refer to Note 18 – Acquisition for further details.


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 Banking 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 Banking 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.


P. 13

1 Financial statements preparation (continued)


Significant events


HBL completed the acquisition of Challenger Bank Limited (CBL) from Challenger Limited on 30 April 2024. Completing the

acquisition makes HBL the first New Zealand registered bank to acquire an Australian authorised deposit-taking institution (ADI).

From 1 May 2024, CBL began trading as Heartland Bank Australia.


Under the varied condiƟons of CBL’s banking licence, all the Australian banking business and other Australian financial acƟviƟes

within Heartland Group Holdings Limited (HGH) and its controlled enƟƟes are required to be conducted within CBL or as

subsidiaries of CBL. On 2 May 2024, HGH transferred to CBL 100% shareholding of its Australian subsidiaries, being Heartland

Australia Holdings Pty Limited (HAH) and its controlled enƟƟes. This resulted in CBL assuming ownership over HGH’s Australian

reverse mortgage lending, specialist livestock finance and other financial services businesses. Later in May 2024, the legal enƟty

name for CBL officially changed to Heartland Bank Australia Limited (HBA).


As a result of the above transactions and transfers, the Banking Group has obtained control over HBA, HAH and its subsidiaries

and has consolidated their results, assets and liabilities from the transaction dates. Refer to Note 18 – Acquisition for further

details.


For purposes of these financial statements and this Disclosure Statement,



x the New Zealand Banking Group, as defined in the Bank’s Conditions of Registration, refers to the consolidated group

comprising HBL and its controlled entities incorporated in New Zealand but not including Marac Insurance Limited (MIL);


x the Australian Banking Group refers to the consolidated group comprising HBA and its

controlled entities incorporated in

Australia; and


x the Banking Group refers to the consolidated group comprising the New Zealand Banking Group, Australian Banking Group

and MIL.


Financial assets and liabilities


Financial Assets


Financial assets are classified based on:


x The business model within which the assets are managed; and


x Whether the contractual cash flows of the instrument represent solely payment of principal and interest (SPPI).


The Banking Group determines the business model at the level that reflects how groups of financial assets are managed. When

assessing the business model, the Banking 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 Assets Measurement Category Note

Government securities, bank bonds and

floating rate notes

Fair value through other comprehensive income (FVOCI)

and fair value through profit or loss (FVTPL)

10

Public sector securities and corporate bonds FVOCI 10

Equity investments FVOCI and FVTPL 10

Finance receivables – reverse mortgages FVTPL 20

Finance receivables Amortised cost 12

Derivative financial instruments FVTPL 11


P. 14

1 Financial statements preparation (continued)


Financial assets and liabilities (continued)


Financial Assets (continued)


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.


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:


x 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


x the contractual cash flows of the financial asset do not represent SPPI on the principal balance outstanding; or


x 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:


x Those to be measured at amortised cost;


x 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:


x 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


x They are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch.







P. 15

1 Financial statements preparation (continued)


Financial assets and liabilities (continued)


Financial Liabilities (continued)


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 Banking Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 20 - Fair

value.


Recognition


The Banking 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

Banking Group becomes a party to the contractual provisions of the instrument.



Derecognition


The Banking 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 Banking Group is recognised as a separate asset.


The Banking Group enters into transactions whereby it transfers assets recognised on its 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 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.


P. 16

Performance


2 Segmental analysis


Segment information is presented in respect of the Banking Group's operating segments which are consistent with those used for

the Banking 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 Banking Group’s chief operating decision maker (CODM). The CODM, who is responsible for allocating resources

and assessing business performance of the Banking Group, has been identified as the Bank’s Chief Executive Officer (CEO) and

direct reports.


Operating segments


The Banking 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 segment – Australia


Operating segment

– Australian Banking Group was acquired through the acquisition of CBL by HBL on 30 April 2024 and transfer

of HAH and its subsidiaries from HGH to

HBA on 2 May 2024, with HBA assuming ownership over HGH’s Australian reverse

mortgage lending, specialist livestock finances and other financial services businesses. Refer to Note 18 – Acquisition for further

details.


Australian Banking

Group

Australian Banking Group provides banking and financial services in Australia which consist of reverse

mortgage lending, livestock finance and other financial services within Australia.


All other segments


Other Operating expenses, such as premises, IT and support centre costs are not allocated to operating

segments and are included in Other. These are primarily in relation to the New Zealand business.


Finance receivables are allocated across the operating segments as assets. Liabilities are managed centrally and therefore

are not allocated across the operating segments. The Banking Group does not rely on any single major customer for its revenue

base.


P. 17

2 Segmental analysis (continued)



Motor

Reverse

Mortgages

1


Personal

lending Business Rural

Australian

Banking

Group Other Total


$000's

June 2024

Net interest income

58,909 46,586 4,937 62,090 34,652 15,214 - 222,388

Lending and credit fee income

3,908 2,651 198 3,935 374 658 - 11,724

Net other income/(expense)

1,194 - 543 1,145 (443) (762) 2,726 4,403

Net operating income 64,011 49,237 5,678 67,170 34,583 15,110 2,726 238,515

Operating expenses 4,628 5,366 6,824 9,113 3,181 16,204 70,986 116,302

Profit/(loss) before fair value

(loss)/gain on investments, impaired

asset expense and income tax

59,383 43,871 (1,146) 58,057 31,402 (1,094) (68,260) 122,213

Fair value (loss) on investments - - - - - - (1,595) (1,595)

Impaired asset expense 24,329 - 1,476 17,527 2,428 553 - 46,313

Profit/(loss) before income tax 35,054 43,871 (2,622) 40,530 28,974 (1,647) (69,855) 74,305

Income tax expense - - - - - - 21,785 21,785

Profit/(loss) for the year 35,054 43,871 (2,622) 40,530 28,974 (1,647) (91,640) 52,520


Total assets 1,608,282 1,068,154 339,110 1,306,689 720,339 3,415,495 813,718 9,271,787

Total liabilities 8,075,397


June 2023

Net interest income 60,681 39,696 9,426 71,630 33,522 - (294) 214,661

Lending and credit fee income 2,034 2,671 447 2,278 292 - - 7,722

Net other income 1,485 - 935 991 398 - 927 4,736

Net operating income 64,200 42,367 10,808 74,899 34,212 633 227,119

Operating expenses 4,140 4,928 6,459 9,387 3,068 - 73,355 101,337

Profit/(loss) before fair value

(loss)/gain on investments, impaired

asset expense and income tax


60,060 37,439 4,349 65,512 31,144 - (72,722) 125,782

Fair value (loss)/gain on investments - - - - - - - -

Impaired asset expense 10,911 - 3,195 8,155 630 - - 22,891

Profit/(loss) before income tax 49,149 37,439 1,154 57,357 30,514 - (72,722) 102,891

Income tax expense - - - - - - 28,389 28,389

Profit/(loss) for the year 49,149 37,439 1,154 57,357 30,514 - (101,111) 74,502


Total assets 1,563,939 888,600 358,572 1,356,913 712,596 - 681,188 5,561,808

Total liabilities 4,833,072

1

Includes Australian Reverse Mortgage loans acquired from Seniors Warehouse Trust (SWT) and subsequently sold to HBA post acquisition. Refer

to Note 19 - Related party transactions and balances for further details.


P. 18

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 Banking 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's

June 2024 June 2023

Interest income

Cash and cash equivalents

10,739 9,585

Investments measured at FVOCI

12,082 5,081

Investments measured at FVTPL

4,186 -

Finance receivables measured at amortised cost

348,769 290,487

Finance receivables - reverse mortgages

131,017 67,535

Total interest income

1

506,793 372,688

Interest expense


Deposits

240,978 146,301

Other borrowings

68,332 31,490

Net interest (income) on derivative financial instruments

(24,905) (19,764)

Total interest expense

2

284,405 158,027

Net interest income 222,388 214,661

1

Cash and cash equivalents and Finance receivables are measured at amortised cost. Investments are measured at FVOCI and FVTPL. Total

interest income derived from financial assets measured at amortised cost or FVOCI 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.



P. 19

4 Net operating lease income


Policy

As a lessor, the Banking 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's

June 2024 June 2023

Operating lease income

Lease income

5,374 4,639

Gain on disposal of lease assets

684 992

Total operating lease income 6,058 5,631



Operating lease expense


Depreciation on lease assets

3,902 3,461

Direct lease costs

471 366

Total operating lease expense 4,373 3,827



Net operating lease income 1,685 1,804



P. 20

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 statement of comprehensive income and disclosed within

Other income. Refer to Note 11 - Derivative financial instruments for further details.


Fair value gain or loss on non-derivative financial instruments

A fair value gain or loss on certain non-derivative financial instruments are recognised in the statement of comprehensive income

for financial instruments held at fair value through profit or loss. Refer to Note 10 - Investments for further details.



$000's

June 2024 June 2023

Rental income from investment properties 995 1,063

Insurance income

1

209

756

Fair value (loss) on derivative financial instruments (5,074)

(8,237)

Management fee income

2


5,591 9,113

Fair value (loss) on non-derivative financial instruments

3

(727)

-

Other income 4

243

Foreign exchange gain/(loss) 1,720

(6)

Total other income 2,718

2,932

1

Insurance income includes net income from Marac Insurance Limited (MIL), a subsidiary of HBL. MIL ceased writing insurance policies in 2020

with the periodic policies expected to expire in 2025.

2

Refer to Note 19 - Related party transactions and balances for further details.

3

Includes realised and unrealised losses on HBA's government securities, bank bonds and floating rate notes measured at fair value through

profit and loss. Refer to Note 10 - Investments for further details.



P. 21

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's

June 2024 June 2023

Personnel expenses

1


63,307 60,213

Directors' fees

648 574

Superannuation

1,409 1,171

Depreciation - property, plant and equipment

1,676 1,756

Legal and professional fees

2


4,488 2,838

Advertising and public relations

2,162 1,803

Depreciation - right of use asset

2,459 2,150

Technology services

13,202 9,720

Telecommunications, stationery and postage

1,918 1,694

Customer administration costs

4,899 2,497

Customer onboarding costs

2,533 2,469

Occupancy costs

1,834 1,408

Amortisation of intangible assets

5,220 5,393

Other operating expenses

3


10,547 7,651

Total operating expenses 116,302 101,337

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.

3

Other operating expenses mainly comprise non-recoverable proportion of goods and services tax (GST), travel, insurances and project expenses.



P. 22

7 Compensation of auditor


In accordance with the Amendments to FRS-44, the Banking 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.


It is the Banking 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 approved by the HGH Board Audit and

Risk Committee.


The fees payable to the auditors, PricewaterhouseCoopers (PwC) and Ernst & Young (EY), are outlined in the below table:



$000's

June 2024 June 2023

Fees paid to auditor - PwC

Audit and review of financial statements

1

1,183 712

Audit or review related services

Assurance engagement

2

18 17

Agreed-upon procedures engagements - -

Other assurance services and other agreed-upon procedures engagements

Assurance engagement

3

73 -

Agreed-upon procedures engagements - -

Taxation services - -

Other services

4

- 17

Total compensation paid to PwC 1,274 746


Fees paid to auditor - EY

Audit and review of financial statements

1

692 -

Audit or review related services

Assurance engagement

5

119 -

Agreed-upon procedures engagements - -

Other assurance services and other agreed-upon procedures engagements

Assurance engagement - -

Agreed-upon procedures engagements - -

Taxation services - -

Other services

6

230 -

Total compensation paid to EY 1,041 -

Total compensation of auditor

2,315 746

1

Fees are for both the audit of the annual financial statements and review of the interim financial statements. This includes limited assurance on

disclosures of capital adequacy and regulatory liquidity requirements.

2

Fees in 2024 and 2023 are for reasonable assurance engagement for insurance solvency return, reasonable assurance on registry and trust deed

supervisor reporting.

3

Fees are for pre-conditions assessments and assurance relating to greenhouse gas emissions reporting.

4

Other services paid to PwC in 2023 comprised actuarial services for reverse mortgages carried out prior to their appointment as external

auditors.

5

Fees are for assurance services for APRA regulatory reporting and Australian Financial Services Licence (AFSL) reporting.

6

Other services paid to EY in 2024 comprised actuarial services for reverse mortgages, actuarial services for stress testing, directors remuneration

review, executive reward survey report, CPS 234 information security plan review, hedge accounting and other

accounting advisory services and

facilitation of strategy review workshop. Except for the actuarial services for stress testing, all other services were carri

ed out prior to their

appointment as external auditor.


P. 23

8 Impaired asset expense



$000's

June 2024 June 2023

Individually impaired asset expense 13,869 13,033

Collectively impaired asset expense

33,718 11,757

Total impaired asset expense excluding recovery of amounts previously written off 47,587 24,790

to the income statement



Recovery of amounts previously written off to the income statement

(1,274) (1,899)

Total impaired asset expense 46,313 22,891


Refer to Note 23 – Asset quality for provision for impairment details.


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. As required by NZ IAS 12

Income Taxes, 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 Banking 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.


P. 24

9 Taxation (continued)


Income tax expense


$000's

June 2024 June 2023

Income tax recognised in profit or loss

Current tax


Current year

27,551 30,353

Adjustments for prior year

248 (742)

Tax at other rates

(50) -



Deferred tax


Current year

(5,584) (1,447)

Adjustments for prior year

(712) 225

Tax other rates

(40) -

Change in recognition of deferred tax

372 -

Total income tax expense recognised in profit or loss 21,785 28,389


Income tax recognised in other comprehensive income


Current tax


Investment securities at fair value in fair value reserve

357 (246)

Fair value movements in derivatives held in cash flow hedge reserve

(4,276) 2,418

Total income tax expense recognised in other comprehensive income (3,919) 2,172


Reconciliation of effective tax rate


Profit before income tax 74,305 102,891

Tax at the local income tax rate (NZ: 28%, Australia: 30%)

20,706 28,810

Adjusted tax effect of items not deductible

1,172 97

Adjustments for prior year

(465) (518)

Change in recognition of deferred tax asset

372 -

Total income tax expense 21,785 28,389


Deferred tax assets comprise the following temporary differences:


$000's

June 2024 June 2023

Employee entitlements 1,901 1,370

Share based payment

- 616

Provision for impairment

21,528 14,622

Intangibles and property, plant and equipment

(1,465) (1,530)

Right of use assets

(4,180) -

Lease liabilities

4,834 -

Deferred acquisition costs

(6) (55)

Operating lease vehicles

(594) 451

Deferred income

(6,522) -

Prior year tax loss

4,911 -

Deductible prior expense

421 -

Other temporary differences

1,777 1,286

Total deferred tax assets 22,605 16,760


Opening balance of deferred tax assets 16,760 15,538

Movement recognised in profit or loss

6,336 1,222

Transfer on acquisition of business

1,673 -

Deferred tax asset reclass

2,118 -

Utilisation of tax loss

(3,910) -

Change in recognition of deferred tax asset

(372) -

Closing balance of deferred tax assets 22,605 16,760


P. 25

Financial Position


10 Investments


Policy

Investments are classified into one of the following categories:


Fair value through other comprehensive income

Investments under this category are held within a business model whose objective is achieved both through collecting contractual

cash flows or selling the financial asset. These investments include bank bonds, floating rate notes, public sector securities,

corporate bonds and equity investments where the Banking Group has 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.


Fair value through profit or loss

Investments under this category are held within a business model whose objective is achieved through selling the financial asset.

These investments include government securities, bank bonds, floating rate notes and 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.



$000's

June 2024 June 2023

Investments measured at FVOCI

Bank bonds and floating rate notes 270,581 305,310

Public sector securities and corporate bonds 101,235 9,882

Equity investments

1

7,575 -


Investments measured at FVTPL

Government securities, bank bonds and floating rate notes

2

706,840 -

Equity investments

3

5,900 1,819

Total investments 1,092,131 317,011

1

Includes equity investments resulting from the transfer of HAH and its controlled entities to the Banking Group on 2 May 2024. Refer to Note 18

- Acquisition.

2

Includes HBA's investments measured at fair value through profit or loss. Refer to Note 20 - Fair value for further details.

3

Includes equity investment acquired from HGH on 29 April 2024. Refer to Note 15 - Share capital and dividends for further details.




P. 26

11 Derivative financial instruments


Policy

The Banking 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 Banking Group to

risk of changes in fair value or cash flows, and that is designated as being hedged. The Banking 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 Banking

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 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:


x the hedging relationship must be formally designated and documented at inception of the hedge,


x effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and


x the instruments or counterparty must be a third party external to the Banking Group.


The Banking 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 Banking 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 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 statement of comprehensive income.


Cash flow hedge accounting

The criteria that must be met for a relationship to qualify for hedge accounting include:


x the hedging relationship must be formally designated and documented at inception of the hedge,


x effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and


x the instruments or counterparty must be a third party external to the Banking Group.


P. 27

11 Derivative financial instruments (continued)


Cash flow hedge accounting (continued)

The Banking 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 Banking 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 statement of

comprehensive income.


When a hedging derivative expires or is sold, the hedge no longer meets the criteria for hedge accounting, or the Banking 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 statement of comprehensive income.


The Banking 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 Banking Group has elected to continue to apply the hedge accounting requirements

of NZ IAS 39.


The Banking Group's approach to managing market risk, including interest rate risk, is disclosed in Note 25 – Interest rate risk. The

Banking 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 Banking 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.


June 2024 June 2023

Notional Fair Value Fair Value Notional

Fair Value

Fair Value

$000's

Principal Assets Liabilities Principal Assets Liabilities

Interest rate related contracts

Held as economic hedges 344,598 293 782 260,650 6,539 -

Designated as cash flow hedges 885,903 4,658 4,609 850,068 15,398 941

Designated as fair value hedges 424,502 7,365 3,626 543,200 15,045 6,683

Interest rate related contracts 1,655,003 12,316 9,017 1,653,918 36,982 7,624


Total derivative financial instruments 1,655,003 12,316 9,017 1,653,918 36,982 7,624


P. 28

11 Derivative financial instruments (continued)


Micro cash flow hedge accounting is applied to interest rate swaps designated as hedges of the Banking 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

loans 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 Banking 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 Banking Group.


The Banking 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.


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.



0-6 6-12 1-2 2-5

5+


$000's

Months Months Years Years Years Total

June 2024

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts 45,000 40,000 232,851 568,052 - 885,903

Average interest rate 5.20% 5.15% 4.71% 4.59% -

Fair value hedge relationships

Pay fixed

Nominal amounts 10,002 50,000 55,400 209,100 - 324,502

Average interest rate 1.63% 0.73% 0.47% 4.59% -

Receive fixed

Nominal amounts - - - 100,000 - 100,000

Average interest rate - - - 4.30% -

Total interest rate risk nominal amount 55,002 90,000 288,251 877,152 - 1,310,405


P. 29

11 Derivative financial instruments (continued)



0-6 6-12 1-2 2-5

5+


$000's

Months Months Years Years Years Total

June 2023

Interest rate risk

Cash flow hedge relationships

Pay fixed

Nominal amounts - 20,000 295,000 535,068 - 850,068

Average interest rate - 4.22% 3.78% 4.00% -


Fair value hedge relationships

Pay fixed

Nominal amounts 54,700 38,000 60,000 160,400 5,100 318,200

Average interest rate 1.17% 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 54,700 183,000 355,000 795,468 5,100 1,393,268


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 2024

For the year ended

30 June 2024

Accumulated


amount of fair

Gain/(loss)

Carrying value hedge

recognised in

$000's

value adjustment

income statement

Interest rate risk

Investments 361,808 (4,390) 10,036

Other borrowings (99,706) 721 (4,610)

Total 262,102 (3,669) 5,426

Interest rate swaps 3,739 3,739 (5,303)

Hedge ineffectiveness of financial instruments recognised in

other income

123



P. 30

11 Derivative financial instruments (continued)


As at 30 June 2023

For the year ended

30 June 2023



Accumulated




amount of fair

Gain/(loss)

Carrying value hedge

recognised in

$000's

value adjustment

income statement

Interest rate risk

Investments 290,723 (14,893) 2,620

Other borrowings (219,959) 5,331 473

Total 70,764 (9,562) 3,093

Interest rate swaps 8,362 8,362 (3,133)

Hedge ineffectiveness of financial instruments recognised in

other income

(40)


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 (2023: 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.



$000's June 2024 June 2023

Cash flow hedge reserve


Balance at beginning of year

14,710 7,446

Business combination under common control 103 -

Transferred to the income statement

(482) (1,771)

Net (loss)/gain from change in fair value

(14,233) 11,453

Net movement before tax (14,612) 9,682

Tax on net movement in cash flow hedge reserve 4,276 (2,418)

Balance at end of year 4,374 14,710


During the year ended 30 June 2024, a gain of $0.9 million was recognised in fair value gain on derivative financial instruments in

the statement of comprehensive income related to hedge ineffectiveness from cash flow hedge relationships (2023: $0.7 million).


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 (2023: nil).


There are $2.5 million (2023: $10.1 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.


P. 31

12 Finance receivables measured at amortised cost


Policy

Finance receivables measured at amortised cost 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's

June 2024 June 2023

Gross finance receivables measured at amortised cost 4,343,267 4,006,945

Less provision for impairment

1


(76,321) (52,145)

Net finance receivables measured at amortised cost

4,266,946 3,954,800


Due within one year 1,050,448 881,919

Due more than one year 3,292,819 3,125,026

Less provision for impairment

1


(76,321) (52,145)

Net finance receivables measured at amortised cost 4,266,946 3,954,800


1

Refer to Note 23 - Asset quality for further details.


13 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 are between one and five years. Vehicles held for sale are not depreciated but are

tested for impairment.



$000's June 2024 June 2023

Cost

Opening balance 22,913 20,450

Additions 6,732 8,766

Disposals (3,454) (6,303)

Closing balance 26,191 22,913


Accumulated depreciation

Opening balance 5,947 5,289

Depreciation charge for the year 3,902 3,461

Disposals (1,919) (2,803)

Closing balance 7,930 5,947


Opening net book value 16,966 15,161

Closing net book value 18,261 16,966



The future minimum lease payments receivable under operating leases not later than one year is $5.037 million (2023: $4.086

million), within one to five years is $7.192 million (2023: $7.598 million) and over five years is $0.002 million (2023: nil).


P. 32

14 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 Banking 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's June 2024 June 2023

Deposits

Short-term interest bearing deposits 1,417,312 1,493,190

Non-interest bearing deposits 38,193 9,205

Term deposits 4,511,734 2,628,634

Total deposits 5,967,239 4,131,029

Other borrowings

Unsubordinated notes 458,019 122,165

Subordinated notes 153,732

97,793

Securitised borrowings 1,369,394 227,054

Certificate of deposit 59,618 148,110

Money market borrowings - 20,004

Total other borrowings 2,040,763 615,126

Total deposits and other borrowings 8,008,002 4,746,155


Due within one year 6,168,167 4,328,399

Due more than one year 1,839,835 417,756

Total deposits and other borrowings 8,008,002 4,746,155



Deposits and unsubordinated notes rank equally and are unsecured.


Unsubordinated notes


Unsubordinated notes include short and long-term retail bonds and medium term notes. Medium term notes are issued in both

New Zealand and Australian dollars to eligible non-retail investors in compliance with applicable laws.


The Banking Group has the following unsubordinated notes on issue at balance sheet date:


Retail Bonds and medium term notes Frequency of interest

$000's repayments June 2024 June 2023 Maturity date

NZ $125 million

1

Semi-annually

- 122,165 12 April 2024

NZ $20 million

1


Semi-annually

20,302 - 27 March 2028

AU $45 million

1


Quarterly

49,974 - 9 July 2024

AU $30 million

1

Quarterly

33,285 - 9 July 2024

AU $220 million

1

Quarterly

242,543 - 13 May 2025

AU $100 million

1

Quarterly

111,915 - 5 October 2027

Total retail bonds and medium term notes 458,019 122,165

1

Australian dollar denominated medium term notes represent the Australian Banking Group's notes resulting from the transfer of HAH and its

controlled entities to the Banking Group on 2 May 2024. Medium term notes, matured on 9 July 2024, were fully repaid.


The Banking Group actively engages facility providers in commercial negotiations including tenor extensions, increase in facility

limits, refinancing arrangements, and other commercial terms. The Banking 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.


P. 33

14 Borrowings (continued)


Subordinated notes


NZD Subordinated notes


On 28 April 2023, HBL issued $100 million of subordinated unsecured notes (NZD 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. NZD 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.


AUD Subordinated notes


On 28 June 2024, HBA, a subsidiary of the Banking Group, issued A$50 million of subordinated unsecured notes (AUD

Subordinated notes) pursuant to the terms of the Debt Issuance Programme in accordance with the laws of Australia. AUD

Subordinated notes are treated as Tier 2 capital under HBA regulatory capital requirements and will mature on 28 June 2034.

AUD

Subordinated notes do not qualify for treatment as Tier 2 capital under HBL regulatory capital requirements.


Interest payable

The interest rate is a floating rate equal to the sum of the applicable 3-month Bank Bill Swap Rate plus 3.7% Issue Margin. The

quarterly payment of interest in respect of the subordinated notes are subject to HBA being solvent at the time of, and

immediately following the interest payment.


Early Redemption

HBA may elect to repay the subordinated notes before 28 June 2034 in part or in full at their face value together with accrued

interest on 28 June 2029 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 HBA

obtaining the Australian Prudential Regulatory Authority (APRA) prior written approval and HBA 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 HBA;

- 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 HBA's shareholders and holders of any other securities and obligations of HBA that rank behind

the subordinated notes.


P. 34

14 Borrowings (continued)


Securitised borrowings


The Banking Group had the following securitised borrowings outstanding at balance sheet date:


Securitisation facility Contract June 2024 June 2023

$000's currency Limit Drawn Limit Drawn Maturity date

AUD NZD NZD

Heartland Auto Receivable Warehouse

(HARWT)

NZ - 600,000 484,422 400,000 227,054 27 March 2028

StockCo Securitisation Trust 2021-1 (StockCo)

1


AU 250,000 273,733 155,581 - - 16 December 2025

Seniors Warehouse Trust No. 2 (SWT2)

1


AU 750,000 821,198 596,669 - - 24 April 2026

Atlas 2020-1 Trust (Atlas)

2

AU -

- 132,722 - - 24 September 2050

Total securitisation borrowings 1,694,931 1,369,394 400,000 227,054

1

Australian dollar denominated securitisation facilities represent the Australian Banking Group's facilities resulting from the transfer of HAH and its

controlled entities to the Banking Group on 2 May 2024.

2

Atlas is a closed securitisation trust due to its predefined asset composition and outstanding borrowings balance, fixed throughout its operational life.

As such, there is no facility limit applicable to Atlas issued notes.



x HARWT notes issued to investors are secured over motor vehicle loans.

x StockCo notes issued to investors are secured over livestock loans.

x SWT2 and Atlas notes issued to investors are secured over reverse mortgage loans.


Net debt reconciliation




The below table sets out net cash and non-cash changes in liabilities arising from financing activities.



$000's

June 2024 June 2023

Balance as at beginning of year 615,126 749,478


Proceeds from wholesale borrowings 998,688 671,271

Repayment of wholesale borrowings (870,413) (753,838)

Proceeds from issue of unsubordinated notes 24,364 -

Repayment of unsubordinated notes (126,485) (150,000)

Proceeds from issue of subordinated debt 51,572 97,934

Total cash movements 77,726 (134,633)


Business combination under common control 1,341,420 -

Acquisition of debt from purchase of subsidiary 2,574 -

Capitalised interest and fee expense 3,779 754

Fair value movements 805 (473)

Foreign exchange and other movements (667) -

Total non-cash movements 1,347,911 281



Balances as at end of year 2,040,763 615,126


P. 35

15 Share capital and dividends


Policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a

deduction from equity, net of any tax effect.


June 2024 June 2023

Number of Number of

000's Shares Shares

Issued shares

Opening balance 565,430 565,430

Shares issued during the year 464,830 -

Closing balance 1,030,260 565,430



On 26 April 2024 HBL issued 187,500,000 shares at $1.00 to HGH as consideration for capital injection from HGH to fund HBL’s

acquisition of CBL and provide growth capital to the Banking Group.


On 29 April 2024 HBL issued another 4,844,986 shares at $1.00 to HGH as consideration for the acquisition of the equity

investment in Harmoney Corp Limited (HMY) from HGH.


During the year HBL issued a further 272,485,225 shares to HGH as consideration for HAH and its subsidiaries transferred to CBL.


The issued and fully paid ordinary share capital is included in CET1 capital of the Banking Group. Refer to Note 29 - Capital

adequacy and regulatory liquidity ratios for further details.


Dividends paid


June 2024 June 2023

Date Declared $000's Date Declared $000's

Dividend to HGH 28 August 2023 43,000 22 August 2022 30,000

Dividend to HGH 26 February 2024 22,500 28 February 2023 30,000

Total dividends paid 65,500 60,000




P. 36

16 Other reserves


Foreign

Currency

Common Translation Cash flow

Control Reserve Fair Value Hedge

$000's Reserve (FCTR) Reserve Reserve Total

June 2024

Balance as at 30 June 2023 - - (1,567) 14,710 13,143

Business combination under common control

1


(81,660) - (4,011) 103 (85,568)


Movements attributable to net investments in foreign

operations

- (1,682) - - (1,682)

Movements attributable to fair value hedges - - 1,282 - 1,282

Movements attributable to cash flow hedges - - - (14,715) (14,715)

Income tax effect - - (357) 4,276 3,919

Total other comprehensive income/(loss) net of income tax - (1,682) 925 (10,439) (11,196)


Balance as at 30 June 2024 (81,660) (1,682) (4,653) 4,374 (83,621)

June 2023

Balance as at 30 June 2022 - - (1,034) 7,446 6,412


Movements attributable to fair value changes for the financial

instruments at FVOCI

- - (779) - (779)

Movements attributable to cash flow hedges - - - 9,682 9,682

Income tax effect - - 246 (2,418) (2,172)

Total other comprehensive income/(loss) net of income tax - - (533) 7,264 6,731


Balance as at 30 June 2023 - - (1,567) 14,710 13,143

1

Movements represent the components of equity of the transferred entities and the resulting common control reserve. Refer to Note 18 -

Acquisition for further details

.


FCTR

Exchange differences arising on the translation of the Banking 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.


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.


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.


Common control reserve

Common control reserve represents the difference between the consideration paid and the share capital of the transferred

entities based on carrying amounts at the date of transfer.


P. 37

17 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's June 2024 June 2023

Other assets

Trade receivables 194 381

GST receivables 4,376 275

Prepayments 6,091 4,280

Property, plant and equipment

1

22,009 13,993

Other receivables 2,227 668

Total other assets 34,897 19,597

1

Property, plant and equipment include rural property worth $7.8 million which has undergone a change in use from investment property

during the year.




Policy

Intangible assets

Intangible assets with finite useful lives

Software acquired or internally developed by the Banking 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 varies up to ten years.


Software-as-a-Service (SaaS) arrangements

SaaS arrangements are service agreements that grant the Banking 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.


The Banking Group capitalises costs incurred in configuring or customising certain suppliers’ application software within specific

cloud computing arrangements as intangible assets as the Banking 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 Banking 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 Banking Group (i.e., such services are not distinct from the Banking 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 Banking 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.



P. 38

17 Other balance sheet items (continued)



$000's June 2024 June 2023

Computer software

Software - cost

1

88,533 46,714

Software under development 4,680 26,664

Accumulated amortisation (37,443) (31,542)

Net carrying value of computer software 55,770 41,836

Goodwill 208,723 29,799

Net carrying value of goodwill 208,723 29,799

Total intangible assets 264,493 71,635

1

The increase in software - cost is related to capitalised costs associated with the core banking system upgrade completed during the year ended

30 June 2024.



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. The Banking Group has assessed that goodwill

should be allocated to the smallest identifiable CGU or group of CGUs.


During the year, the Banking Group has recognised provisional goodwill from the acquisition of CBL and transfer of HAH and its

controlled entities from HGH to HBA (refer to Note 18 – Acquisition for further details).


Pursuant to the acquisition of CBL, CBL and the Australian reverse mortgage lending and livestock financing businesses were

transferred into HBA (collectively the Australian businesses). The performance of the Australian businesses is not monitored as

separate business units but rather aggregated within HBA. The management structure has also been reorganised to reflect this,

and general managers, responsible for product categories, report into one HBA management team. This represents the way in

which goodwill is monitored internally, and has resulted in a reallocation of goodwill to the group of CGUs represented by the

Australian businesses. There were no indicators of impairment of goodwill immediately prior to the acquisition and business

reorganisation.


CGU / Group of CGUs Goodwill

$000’s June 2024 June 2023

Heartland Bank Limited 29,799 29,799

Heartland Bank Australia Limited (previously Challenger Bank Limited)

1

178,924 -

Total goodwill 208,723 29,799

1

Recognised on acquisition of HBA on 30 April 2024 and transfer of HAH from HGH to HBA on 2 May 2024. Refer to Note 18 – Acquisition for

further details.


Impairment testing of goodwill


Further information about goodwill impairment tests performed for CGUs or group of CGUs is provided below.


Heartland Bank Limited (HBL) - $29.8 million


The recoverable amount of the CGU was determined on a value in use (VIU) basis using a discounted cash flow methodology. The

model uses a five-year cash flow forecast based on the latest budget approved by the respective Boards 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%

(2023: 2.0%) and a discount rate of 10.0% (2023: 10.0%) for HBL was applied which reflects 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.


P. 39

17 Other balance sheet items (continued)


Goodwill (continued)


HBA group of CGUs (comprising the CGUs of Heartland Bank Australia Limited, Heartland Australia Holdings Pty Limited and

StockCo Australia Group) - $178.9 million


The recoverable amount is determined based on fair value less cost to sell by using an earnings multiple applicable to the group of

CGUs. The category of this fair value is Level 3. Earnings multiples relating to the group of CGUs are sourced from publicly

available data associated with comparable Australasian Financial Services companies to the group of CGUs, and are applied to the

projected earnings for the next twelve months. The key assumption is the price-earnings (P/E) multiple observed for these

businesses, the average of which for the comparable businesses was in the range of 14.0x-16.0x. For goodwill to be impaired for

this group of CGUs, the forecast earnings for the next twelve months would need to decrease by between 15.9% to 26.4%.


No impairment losses have been recognised against the carrying amount of goodwill for the year ended 30 June 2024 (2023: nil).


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's June 2024 June 2023

Trade and other payables

Trade and other payables 15,747 12,439

Insurance liability 645 915

Employee benefits 9,997 6,158

Other tax payables 4,176 3,829

Collateral received on derivatives

1


2,384 27,609

Total trade and other payables 32,949 50,950

1

The Banking Group has accepted collateral arising from derivative transactions, included in Cash and cash equivalents. The decrease in the

carrying amount of cash collateral received is attributable to decrease in net asset positions on derivative balances

compared to 30 June 2023.

Refer to Note 31 - Offsetting financial instruments.




Policy

Leases

The Banking Group leases office space and car parks. 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 Banking Group's

incremental borrowing rate (IBR). Carrying amounts are remeasured only upon reassessments and lease modifications.


Right of use assets are depreciated at the shorter of lease term or the Banking Group’s depreciation policy for that asset class.


$000's June 2024 June 2023

Right of use assets

Balance at beginning of year 11,510 13,660

Depreciation charge for the year, included within depreciation expense in the income statement (2,459) (2,150)

Additions to right of use assets 6,468 -

Total right of use assets 15,519 11,510

Lease liability

Current 3,689 2,357

Non-current 14,087 11,121

Total lease liability 17,776 13,478

Interest expense relating to lease liability 689 434


P. 40

18 Acquisition


Policy

Business combination

The Banking 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 Banking Group. In determining whether a particular set

of activities and assets is a business, the Banking 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 Banking 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 Banking 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.


Business combination under common control

Acquisitions which result in a business combination involving common control entities, are outside the scope of NZ IFRS 3

Business Combinations (NZ IFRS 3). Accordingly, predecessor value method has been applied by the Banking Group to account for

such common control business combinations.


A business combination involving entities under common control is a business combination in which all the combining entities or

subsidiaries are ultimately controlled by the same party and parties both before and after the business combination, and that

control is not transitory. The assets and liabilities combined are recognised based on the carrying amounts at the date of transfer

and no adjustments are made to reflect the fair values. These amounts include any goodwill and other fair value adjustments

recorded at the consolidated level in respect of the transferred entity. The components of equity of the acquired entities are

added to the same components within the Banking Group equity and any difference between the consideration paid and the

share capital of the transferred entity is reflected within equity as a common control reserve.


On 30 April 2024 the Banking Group completed the acquisition of 100% shareholding in CBL from Challenger Limited. From 1 May

2024, CBL began trading as Heartland Bank Australia, with the legal name change from CBL to HBA occurring later in May 2024.


Total cash consideration in relation to the transaction was A$115.24 million (NZ$126.60 million) which is comprised of:


x the total purchase price of A$45.96 million (NZ$50.49 million), reflecting the initial purchase price of A$36.70 million

(NZ$40.31 million) plus A$9.26 million (NZ$10.17 million) of additional consideration due to the deposit raising

programme undertaken by CBL prior to completion, and

x an additional payment of A$69.28 million (NZ$76.10 million), reflecting the increased capital being held by CBL following

its pre-completion purchase of A$574.30 million (NZ$631.35 million) of reverse mortgages from HAH.


The deposit raising programme was requisite to the completion of the acquisition and is considered as part of the acquisition

transaction.


The Banking Group is assessing the fair value of the identifiable assets and liabilities acquired, and determining the related deferred

tax effects, if any, in line with the principles for estimating fair value adopted by the Banking Group. Values were provisionally

allocated to identifiable assets and liabilities on completion date based on available information. They may be adjusted during the

12 months following that date on the basis of new information obtained relating to facts and circumstances prevailing at completion

date.


Goodwill of A$21.19 million (NZ$23.21 million) has been recognised from the acquisition on a provisional basis. This is supported

by the enabled expansion through access to retail deposits, together with the anticipated synergies to be realised over the next few

years.


The provisional goodwill as at the acquisition date has been allocated to the Heartland Australia Bank Limited CGU (refer to Note

17 - Other balance sheet items for further details).


P. 41

18 Acquisition (continued)


Details of the fair value of the assets and liabilities acquired and the provisional goodwill arising from the acquisition of HBA are set

out as follows:


Provisional fair value

recognised on acquisition

$000's

Assets


Cash and cash equivalents

292,211

Investments

367,739

Finance receivables measured at amortised cost

61,179

Finance receivables - reverse mortgages

635,609

Provision for impairment

(167)

Deferred tax asset

820

Other assets

860

Total assets 1,358,251

Liabilities


Deposits

1,249,375

Other borrowings

2,574

Trade and other payables

2,916

Total liabilities 1,254,865

Net assets acquired 103,386

Provisional goodwill arising on acquisition 23,205

Fair value of consideration

126,591


Cash flow on acquisition

Net cash acquired with the subsidiary

292,211

Net cash (inflow) on acquisition of subsidiary (165,620)


HBA has contributed interest income of A$14.86 million (NZ$16.15 million) and net loss of A$1.20 million (NZ$1.29 million) to the

Banking Group for the period from 30 April 2024 to 30 June 2024.


If the acquisition had occurred on 1 July 2023, it is estimated that the contribution to the Banking Group's interest income and

profit for the year ended 30 June 2024 would have been A$35.47 million (NZ$38.40 million) and A$8.90 million (NZ$9.60 million)

net loss respectively.


Transfer of HAH and its controlled entities


On 2 May 2024, HGH transferred to HBA 100% shareholding of its Australian subsidiaries, being Heartland Australia Holdings Pty

Limited (HAH) and its controlled entities, under the requirements of the varied conditions of HBA’s banking licence granted by

APRA. Transfer of HAH and its controlled entities from HGH to HBA is a reorganisation of entities under common control where

HBA, HAH and its controlled entities are under the ultimate control of HGH, before and after the transaction. NZ IFRS 3 does not

apply to business combinations under common control.


The Banking Group elected to apply predecessor value method for the recognition of assets and liabilities of HAH and its controlled

entities, including goodwill, at date of transfer. HBL issued shares to HGH in exchange for HAH and its controlled entities transferred

to HBA. Refer to Note 15 – Share capital and dividends for further details.


P. 42

18 Acquisition (continued)


Details of the consolidated book values of the assets and liabilities of HAH and its controlled entities transferred from HGH to HBA

are set out as follows:


Book value recognised

on transfer

$000's

Assets


Cash and cash equivalents

125,085

Investments

1,972

Finance receivables measured at amortised cost

279,971

Finance receivables - reverse mortgages

1,072,410

Right of use assets

6,337

Other assets

1,814

Goodwill

156,274

Intangible assets

1,557

Deferred tax asset

853

Total assets 1,646,273

Liabilities


Other borrowings

1,341,419

Due to related parties

789

Lease liabilities

6,494

Tax liabilities

566

Trade and other payables

2,134

Total liabilities 1,351,402

Net assets 294,871

Equity


Share capital


212,953

Retained earnings


85,826

Other reserves (3,908)

Total equity 294,871


Common control reserve of $81.66 million has been recognised from the transfer of assets and liabilities of HAH and its controlled

entities. Refer to Note 16 - Other reserves for further details on equity movements from business combination under common

control.


HAH and its controlled entities contributed interest income of A$21.68 million (NZ$22.20 million) and net profit of A$0.63 million

(NZ$0.69 million) to the Banking Group for the period from 2 May to 30 June 2024.


If the transfer had occurred on 1 July 2023, it is estimated that the contribution to the Banking Group's interest income and profit

for the year ended 30 June 2024 would have been A$161.76 million (NZ$173.41 million) and A$18.06 million (NZ$19.42 million)

respectively.


P. 43

19 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 the Bank;

ii) has significant influence over the Bank; or

iii) is a member of the key management personnel of the Bank.


b) An entity is related to the Bank if any of the following conditions applies:

i) The entity and the Bank 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 the bank;

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

q 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 Banking Group. This includes all executive staff and Directors.


KMP receive personal banking and financial investment services from the Banking Group in the ordinary course of business. The

terms and conditions, for example interest rates and collateral, and the risks to the Bank are comparable to transactions with

other employees and do not involve more than the normal risk of repayment or present other unfavourable features.


All other transactions with KMP’s and their related parties are conducted in the ordinary course of business on commercial terms

and conditions.



$000's June 2024 June 2023

Transactions with key management personnel

Interest income 159 123

Interest expense (43) (43)

Key management personnel compensation

Short-term employee benefits (2,876) (1,441)

Share-based plan benefit/(expense) - 14

Total transactions with key management personnel (2,760) (1,347)


Due from/(to) key management personnel

Lending 2,918 4,428

Borrowings - deposits (975) (855)

Total due from/(to) key management personnel 1,943 3,573




P. 44

19 Related party transactions and balances (continued)


(b) Transactions with related parties


The Banking Group's ultimate parent company is HGH.


The Bank has regular transactions with its ultimate parent company, fellow subsidiaries and subsidiaries (collectively known as the

Heartland Group) on agreed terms. The transactions include the provision of administrative services and customer operations.

Banking facilities are provided by HBL to other Banking Group entities on normal commercial terms as with other customers.

There is no lending from the Banking Group to HGH.


Seniors Warehouse Trust (SWT) forms part of Australian Seniors Finance Pty Ltd (ASF) reverse mortgage business and is set up by

ASF as an asset holding entity. During the year, HBL purchased A$80 million (NZ$87 million) of reverse mortgage loans from SWT

in the first half of the financial year and subsequently sold this portfolio to HBA post-acquisition. The transacted values

approximated fair values at transaction dates.


Related party transactions between the Banking Group entities eliminate on consolidation. Related party transactions outside of

the Banking Group are as follows:



$000's June 2024 June 2023

Heartland Group Holdings Limited (HGH)

Interest expense 219 122

Net deposits/(withdrawals) 17,900 (4,754)

Shares issued to HGH 491,572 -

Dividends paid to HGH

1

65,500 60,000

Management fees paid to HGH 9,003 11,013

Management fees received from HGH 5,203 4,596

Acquisition of equity investments from HGH

1

10,479 -

Transfer of HAH and its subsidiaries from HGH

2

294,871 -

1

Refer to Note 15 - Share capital and dividends for further details.


2

Refer to Note 18 - Acquisition note for further details.





$000's June 2024 June 2023

Australian Seniors Finance Pty Limited (ASF)

Management fees paid to ASF

- 5

Management fees received from ASF

1


388 4,517


Heartland Trust (HT)


Unclaimed monies paid to HT

- 20

Payment to HT for providing goods and services

- 10

1

Management fee disclosed is in relation to services received by ASF for the period from 1 July 2023 to 2 May 2024, prior to the transfer of HAH

and its controlled entities from HGH to HBA. Refer to Significant events section in the Note 1

- Financial statements preparation for further

details.




P. 45

19 Related party transactions and balances (continued)


(c) Due to related parties



$000's June 2024 June 2023

Due to

Heartland Group Holdings Limited

7,653 6,956

Australian Seniors Finance Pty Limited

- 217

Total due to related parties 7,653 7,173



(d) Other balances with related parties



$000's June 2024 June 2023

Heartland Group Holdings Limited

Retail deposits owing to HGH 18,123 4




P. 46

20 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 Banking Group determines fair value using other valuation

techniques.


The Banking 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 Banking 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 statement of financial position.


The Banking Group has an established framework in performing valuations required for financial reporting purposes including

Level 3 fair values. The Banking 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 Banking

Group assesses the evidence obtained from these specialists to support the conclusion of these valuations. All significant

valuations are reported to the Banking Group's Board Audit Committee for approval prior to its adoption in the financial

statements.


Investments in debt securities


Investments in public sector securities and corporate bonds are stated at FVOCI or FVTPL, 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). Refer to Note - 10 Investments for more details.


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 at FVTPL unless an irrevocable election is made by the Banking 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. Equity securities are measured at

FVOCI where they are not held for trading, the Banking 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 Banking 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.


P. 47

20 Fair value (continued)


(a) Financial instruments measured at fair value (continued)


Finance receivables - reverse mortgages


The reverse mortgage portfolio is classified and measured at FVTPL under NZ IFRS 9 Financial instruments (NZ IFRS 9). An

irrevocable election has been made by the Banking Group to not apply the new NZ IFRS 17 Insurance Contracts standard effective

from 1 July 2023. 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.


On initial recognition the Banking 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 Banking 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 Banking Group has used the transaction

value (cash advanced plus accrued capitalised interest) for subsequent measurement. The Banking Group has used an actuarial

method to determine a proxy for the fair value that incorporates changes in the portfolio risk and expectations of the portfolio

performance. This 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 Banking 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 (2023: 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 Banking Group will continue to reassess the existence of a relevant active market and movements in expectations on an on-

going basis.


Derivative financial instruments


Derivative financial instruments 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

statement of financial position.


P. 48

20 Fair value (continued)


(a) Financial instruments measured at fair value (continued)



$000's Level 1 Level 2 Level 3 Total

June 2024


Assets

Investments 1,082,699 - 9,432 1,092,131

Derivative financial instruments - 12,316 - 12,316

Finance receivables - reverse mortgages - - 2,897,818 2,897,818

Total financial assets measured at fair value 1,082,699 12,316 2,907,250 4,002,265


Liabilities

Derivative financial instruments - 9,017 - 9,017

Total financial liabilities measured at fair value - 9,017 - 9,017



June 2023


Assets

Investments 315,192 - 1,819 317,011

Derivative financial instruments - 36,982 - 36,982

Finance receivables - reverse mortgages - - 888,600 888,600

Total financial assets measured at fair value 315,192 36,982 890,419 1,242,593


Liabilities

Derivative financial instruments - 7,624 - 7,624

Total financial liabilities measured at fair value - 7,624 - 7,624


There were no transfers between levels in the fair value hierarchy in the year ended 30 June 2024 (2023: nil).



P. 49

20 Fair value (continued)


(a) Financial instruments measured at fair value (continued)


The movement in Level 3 assets measured at fair value are below:


Finance Receivables

$000's

- Reverse Mortgage Investments Total

June 2024

As at 30 June 2023

888,600 1,819 890,419

Additions - transfer from SWT to HBL

1


86,551 - 86,551

Additions - acquisition of HBA

2


635,609 - 635,609

Additions - transfer of HAH and its controlled entities from

HGH to HBA

2


1,072,410 1,972 1,074,382

New loans 245,920 - 245,920

Repayments (158,498) - (158,498)

Capitalised Interest and fees 128,925 - 128,925

Purchase of investments - 5,596 5,596

Fair value (loss) on investment - - -

Other

3

(1,699) 45 (1,654)

As at 30 June 2024

2,897,818 9,432 2,907,250


June 2023


As at 30 June 2022 721,264 1,503 722,767

New loans 193,845 - 193,845

Repayments (96,753) - (96,753)

Capitalised Interest and fees 70,168 - 70,168

Purchase of investments - 316 316

Other

3

76 - 76

As at 30 June 2023

888,600 1,819 890,419

1

Refer to Note 19 - Related party transactions and balances.

2

Refer to Note 18 - Acquisition.

3

This relates to foreign currency translation differences for the assets.



P. 50

20 Fair value (continued)


(b) Financial instruments not measured at fair value


The following assets and liabilities of the Banking Group are not measured at fair value in the 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 measured at amortised cost


The fair value of the Banking Group's finance receivables is calculated using a valuation technique which assumes the Banking

Group's current weighted average lending rates for loans of a similar nature and term.


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.


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 Banking Group for debt of similar maturities.


Other financial assets and financial liabilities


The fair value of all other financial instruments 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 2024 June 2023

Total Total

Fair Value Total Fair Carrying Fair Value Total Fair Carrying

$000's Hierarchy Value Value Hierarchy Value Value

Assets

Finance receivables measured at amortised cost Level 3 4,146,692 4,266,946 Level 3 3,700,196 3,954,800

Total financial assets 4,146,692 4,266,946 3,700,196 3,954,800


Liabilities

Deposits Level 2 5,973,492 5,967,239 Level 2 4,130,330 4,131,029

Other borrowings Level 2 2,042,396 2,040,763 Level 2 615,061 615,126

Total financial liabilities 8,015,888 8,008,002 4,745,391 4,746,155




P. 51

20 Fair value (continued)


(c) Classification of financial instruments


The following tables summarise the categories of financial instruments and the carrying value of all financial instruments of the

Banking Group:


FVOCI Total

FVOCI Debt Amortised Carrying

$000's Equity Securities FVTPL Cost Value

June 2024


Assets

Cash and cash equivalents - - - 627,969 627,969

Investments 7,575 371,816 712,740 - 1,092,131

Finance receivables measured at amortised cost - - - 4,266,946 4,266,946

Finance receivables - reverse mortgages - - 2,897,818 - 2,897,818

Derivative financial instruments - - 12,316 - 12,316

Other financial assets - - - 2,421 2,421

Total financial assets 7,575 371,816 3,622,874 4,897,336 8,899,601


Liabilities

Deposits - - - 5,967,239 5,967,239

Other borrowings - - - 2,040,763 2,040,763

Derivative financial instruments - - 9,017 - 9,017

Due to related parties - - - 7,653 7,653

Other financial liabilities - - - 18,776 18,776

Total financial liabilities - - 9,017 8,034,431 8,043,448


June 2023


Assets

Cash and cash equivalents - - - 216,044 216,044

Investments - 315,192 1,819 - 317,011

Finance receivables measured at amortised cost - - - 3,954,800 3,954,800

Finance receivables - reverse mortgages - - 888,600 - 888,600

Derivative financial instruments - - 36,982 - 36,982

Other financial assets - - - 1,050 1,050

Total financial assets - 315,192 927,401 4,171,894 5,414,487


Liabilities

Deposits - - - 4,131,029 4,131,029

Other borrowings - - - 615,126 615,126

Derivative financial instruments - - 7,624 - 7,624

Due to related parties - - - 7,173 7,173

Other financial liabilities - - - 40,963 40,963

Total financial liabilities - - 7,624 4,794,291 4,801,915


P. 52

Risk Management


21 Enterprise risk management program


The board of directors (the Board) sets and monitors the Banking Group’s risk appetite across the primary risk domains of credit,

capital, liquidity, market (including interest rate and foreign exchange), 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 Risk Management Strategy and Framework document

(RMS&F). Collectively, these processes are known as the Bank’s Enterprise Risk Management Program (RMP).


The RMS&F supersedes HBL’s Enterprise Risk Management Framework (ERMF) and has been developed to accommodate changes

in the Banking Group's operating environment, arising from the acquisition and integration of HBA, and is aligned with HBA’s own

Risk Management Strategy document that reflects Australian Prudential Regulation Authority (APRA) regulatory requirements in

addition to the HBL’s existing RMS&F that supports the RBNZ prudential risk management requirement.


Role of the Board and the Board Risk Committee


The Board, through its Board Risk Committee (BRC) is responsible for oversight and governance of the development of the RMP.

The role of the BRC is to assist the Board to formulate its risk appetite, and to monitor the effectiveness of the RMP. The BRC has

specific responsibilities over the following areas:


x The Board's Risk Appetite Statement (RAS).

x Heartland’s Internal Capital Adequacy Assessment Program (ICAAP) including appropriate stress testing scenarios.

x The effectiveness of the RMS&F and internal compliance and risk related policies, including approval or variation of policies,

procedures and standards.

x Respond to changes anticipated in the economic, business and regulatory environment.

x Conduct, culture and customer outcomes, including emerging risks and any areas of concern.

x Credit exposures of the Bank, including the Delegated Lending Authority Policy and Framework.

x New products, including the process for approval of new products.

x Consideration of risks associated with pursuit of strategy.

x Forming a view on risk culture supporting effective management of risks.


The BRC consists of three non-executive directors. Two members of the BRC sit on the Board Audit Committee (BAC). In addition,

HBL CEO, HBL Chief Risk Officer (CRO), Head of Internal Audit and the HBL Chief Financial Officer (CFO) (or their nominee, subject

to the Chair’s prior approval) attend the BRC meetings, and the directors who are not members of the BRC are entitled to attend

meetings and to receive copies of the BRC papers.


Board Audit Committee


The BAC focuses on financial reporting and application of accounting policies as part of the internal control and risk assessment

framework. The BAC provides oversight of the independent evaluation of the effectiveness of RMS&F processes and ensure

corrective action is taken. This work is supported by Internal Audit, which provides an independent assessment of the design,

adequacy and effectiveness of internal controls. The BAC receives regular reports from Internal Audit.


Charters for both the BRC and the BAC ensure suitable cross representation to allow effective communication pertaining to

identified issues with oversight by the Board. HBL CRO has a direct reporting line to the Chair of the BRC. The Head of

Internal Audit has a direct reporting line to the Chair of the BAC.


Internal Audit


The Banking 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 Banking 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.


P. 53

21 Enterprise risk management program (continued)


Internal Audit (continued)



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.


Group Asset and Liability Committee (GALCO)


The GALCO is a Banking Group management committee consisting of members from HBL and HBA which informs and supports

the HBL BRC by providing consolidated oversight of risks of the Banking Group’s assets and liabilities across both HBL and HBA in

relation to market risk, liquidity risk, balance sheet structure and capital management through:


x Ensuring compliance of the Banking Group with risk limits and governance requirements.

x Recommending policies for approval and changes to risk tolerances to BRC and BAC.

x Setting the strategic direction for asset and liability management, to be reflected in the asset and liability management

policy.

x Monitoring, assessing and proactively reacting to trends in the economy, interest rates, and foreign exchange rates to limit

any potential adverse impact on earnings.


Asset and Liability Committee (ALCO)


The ALCO is a New Zealand Banking Group management committee comprising HBL CEO, HBL CFO, HBL CRO, Head of Retail and

Group Treasurer of HBL. The ALCO meets monthly and has responsibility for overseeing aspects of risk management of the New

Zealand Banking Group's financial position. ALCO's specific responsibilities include decision making and oversight of risk matters in

relation to market risk, liquidity risk, balance sheet structure, capital management through:


x Ensuring adequate controls, processes, and systems are established to identify, measure, and manage market, liquidity and

funding risk.

x Monitoring the performance and effectiveness of risk management activities.

x Monitoring and recommending interest rate pricing levels for all loan assets and funding products.


Executive Risk Committee (ERC)


The ERC comprises the HBL CEO, HBL CRO, HBL CFO, HBL Group Treasurer 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 Banking

Group’s risk appetite. The ERC generally meets monthly, and minutes are made available to the BRC. ERC’s specific responsibilities

include decision making and oversight of operational risk, compliance risk and credit risk.


Climate-related risks


Climate-related risks are integrated into the Banking Group's overall risk management strategy and processes.


Risk Management


HBL has a defined risk tolerance for climate-related risk, which is monitored as part of HBL's respective RAS, reviewed, and

updated at least annually to incorporate necessary changes and consider any new material emerging risks.


For HBL, climate-related risks primarily manifest as credit risk. HBL's business strategy outlines its credit appetite for business

lending, reviewed at least annually with consideration given to climate-related risks. HBL's credit risk management processes

incorporate consideration of climate-related risks for the HBL's large customers initially at onboarding and subsequently during

annual reviews. Climate-related risks for HBL's portfolio-managed exposures are continually monitored.


P. 54

21 Enterprise risk management program (continued)


Climate-related risks (continued)


Risk Management (continued)


HBL conducts an annual ICAAP to ensure adequate capital in relation to its risk profile, including climate-related risks. The

Banking Group's Enterprise Operational Risk Assessment identifies and assists in the proactive management of the most critical

operational risks, including climate-related risks, by establishing inherent and residual risk ratings to monitor risk exposure.


All Banking Group business units are required to review their risk and control self-assessment (RCSA) at least annually. The RCSA

primarily focuses on key operational risks and considers climate-related risks where relevant.


The Australian Banking Group's credit risk management processes also incorporate consideration of climate-related risks.


Governance


The Board is responsible for the Banking Group's corporate governance, strategy and risk appetite ensuring climate-related risks

and opportunities are considered. Oversight, assessment and management of climate-related risks and opportunities occur within

HBL and HBA given their direct involvement in business operations and decision-making.


The HGH Sustainability Committee meets at least quarterly to consider climate-related risks and opportunities and provide

updates, guidance, and leadership regarding climate initiatives to the Board. HBL and HBA benefit from the work carried out by

the HGH Sustainability Committee, although they have their own Boards of Directors and management teams.


The ERC receives monthly updates on risk appetite and status, including the status of climate-related risks, as well as quarterly

Climate Change Composite Assessment capturing HBL and HBA climate-related risks.


HBL and HBA management are responsible for executing the initiatives, metrics and targets allocated based on accountability.


Strategy


The Banking Group's sustainability strategy continues to evolve with the ongoing commitment to reducing its direct

environmental impact, creating business practices that support positive environmental outcomes and fostering an internal culture

of environmental awareness. The Banking Group's strategy is built upon three pillars:


x building the capability to appropriately take climate change risks into consideration when making lending decisions,

x funding borrowers' transition to a net-zero economy; and

x embedding sustainability into every aspect of the Banking Group's operations.


The Banking Group integrates climate-related risks and opportunities into its wider business strategy, supported by ongoing

monitoring of these risks through specific metrics and set targets focused on sustainable finance and its own operational

emissions.


The Banking Group assesses the impact of climate-related risks on its financial position and performance. Although climate

change introduces an element of uncertainty, the Banking Group has determined that climate-related risks do not have a material

impact on the judgements, assumptions, and estimates for the year ended 30 June 2024. HGH will release its Climate Report for

the year ended 30 June 2024 by 31 October 2024, providing further details on the Banking Group's approach to climate-related

risks.

A copy of the Climate Report will be available on HGH’s website at https://www.heartlandgroup.info/sustainability.


Operational and compliance risk


Operational and compliance risk is the risk arising from day to day operational activities in the execution of the Banking 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.


P. 55

21 Enterprise risk management program (continued)


Operational and compliance risk (continued)


To ensure appropriate responsibility is allocated for the management, reporting and escalation of operational and compliance

risk, the Banking Group operates a “three lines of defence” model which outlines principles for the roles, responsibilities and

accountabilities for operational and compliance risk management:


x 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 Banking Group's policies.


x The second line of defence is the Risk and Compliance function, responsible for the overall management of enterprise risk. It

incorporates key processes including governance oversight, RCSA, incident management, targeted independent evaluation of

the adequacy and effectiveness of the internal control framework and the attestation process.


x The third line of defence provides independent assurance on the design and effectiveness of the risk frameworks, the

effectiveness of the first and second lines of defence, and the effectiveness of the Banking Group's policies, procedures, and

systems. The third line assurance incorporates the internal audit and external audit functions and extends to any other

independent review activities.


The Banking Group’s exposure to operational and compliance risk is governed by a RAS approved by the Board and is used to

guide management activities. This statement sets out the nature of risk which may be taken and aggregate risk limits, which are

monitored by the ERC.


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 Banking Group is exposed. The primary market risk exposures for the Banking 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

Banking 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 Banking 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 the following key sources:


x Mismatches between the repricing dates of interest-bearing assets and liabilities (yield curve and repricing risk);

x Banking products repricing differently to changes in wholesale market rates (basis risk);

x Loan prepayment or deposit early withdrawal behaviour from customers that deviates from the expected or contractually

agreed behaviour (optionality risk);

x 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); and

x The risk that the fair value of financial instruments will change when interest rates change (price risk). This is particularly

relevant for the Banking Group's fair-valued assets, such as its liquid asset portfolio, which the fair value of is relied upon to

support the Banking Group's funding requirements.


Refer to Note 25 - Interest rate risk for further details regarding interest rate risk.


Foreign exchange risk


Foreign exchange (FX) risk arises from a change in FX rates for assets, liabilities, profit, or income denominated in an entity’s non-

functional currency. Functional currency is the currency in which an entity primarily operates.


P. 56

21 Enterprise risk management program (continued)


Market risk (continued)


Foreign exchange risk (continued)


FX Risk has the below components:


x Structural FX risk refers to the risk that an entity is exposed to when its assets, liabilities, or capital resources are

denominated in a currency that is different to its reporting currency. This risk does not impact earnings unless and until the

investment is sold. However, it does impact shareholder equity through revaluations of the net asset value through the

foreign currency translation reserve.

x Profit translation risk is the risk that deviations in exchange rates significantly impact the translated value of a foreign

currency-based operation’s profit, creating volatility in the entity’s reported profit.

x Balance sheet translation risk - arises from monetary assets and liabilities denominated in foreign currencies. Movements in

FX rates change the equivalent value of foreign currency-denominated assets and liabilities through the entity’s reported

profit.


The Banking Group’s investment of capital in foreign currency operations generates an exposure to changes in foreign exchange

rates. The Banking Group has exposure to foreign currency translation risks through its Australian subsidiaries which have

functional currency of Australian dollars (AUD). Variations in the value of these foreign currency operations arising as a result of

exchange differences are reflected in the foreign currency translation reserve in equity. The Banking Group incurs some non-

traded foreign currency risk related to the potential repatriation of profits from its Australian subsidiaries.


The Banking Group does not currently hedge its net investments in foreign operations except in circumstances where there is a

material exposure arising from a currency that is anticipated to be volatile, and the hedging is cost effective. This risk is routinely

monitored, and hedging is conducted where it is likely to add shareholder value.


The Banking Group’s sensitivity to movements in the FX rates arises mainly from the translation of the profit generated by its

Australian subsidiaries and the AUD-denominated monetary assets and liabilities. The Banking Group’s FX sensitivity analysis is

based on the Australian subsidiaries' annual profit for the year ended 30 June 2024 representing an annual exposure to profit

translation risk, had the Australian subsidiaries been acquired by the Banking Group at the beginning of the financial year.

Additionally, it incorporates the exposure to the Bank’s AUD-denominated cash balance as at the reporting date.


The following sensitivity analysis measures the impact on the Banking Group’s net profit after tax and equity from a reasonably

possible movements in AUD/NZD exchange rates, given the historical exchange rate volatility, with all other variables remaining

constant.


$000's Impact on profit

before tax

Impact on

equity

Impact on profit

before tax

Impact on

equity


As at 30 June 2024 As at 30 June 2023

1


AUD/NZD exchange rate - increase 1% (173) (124) - -

AUD/NZD exchange rate - decrease 1% 176 127 - -

1

The impact from foreign currency exposure on the Banking Group's net profit and equity for the year ended 30 June 2023 was not material.


Counterparty Credit Risk


Counterparty credit risk is the risk that the Banking Group’s earnings and/or capital are adversely impacted by the default of a

counterparty.


The Banking Group has on-going credit exposure associated with:

x Cash and cash equivalents;

x Finance receivables;

x Holding of investment securities; and

x Payments owed to the Banking 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.


P. 57

22 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 Banking Group's credit risk

exposures typically on a monthly basis. The credit risk management strategies aim to ensure that:


x Credit origination meets agreed levels of credit quality at point of approval;


x Sector concentrations are monitored;


x Maximum total exposure to any one debtor is actively managed;


x Changes to credit risk are actively monitored with regular credit reviews.


The BRC also oversees the Banking Group's credit risk exposures to monitor overall risk metrics having regard to risk appetite set

by the Board.


The BRC has authority from the Board for approval of all credit exposures. Lending authority has been provided by the BRC to the

Banking Group'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 the BRC.


The Banking Group employs a credit risk oversight process of hindsighting loans to ensure that credit policies and the quality of

credit processes are maintained.


HBA Board has authority for approval for all credit exposures for HBA and its subsidiaries.


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 Banking Group that the maximum repayment amount is limited to the net sale proceeds of the

borrowers' property.


The Banking 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 Banking Group will accept for reverse mortgage

lending, a key aspect of the Banking 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.


Business Finance Guarantee Scheme (BFGS)


The Bank, along with other registered banks in New Zealand, has 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 is to provide short term credit to eligible small and medium size businesses, who have been impacted by the economic

effects of COVID-19. The scheme allowed banks to lend to a maximum of $5 million for a maximum of five years. The New Zealand

Government will guarantee 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 2024 the Bank had a total exposure of $42.2 million (2023: $54.8 million) to its customers under

this Scheme.


P. 58

22 Credit risk exposure (continued)


North Island Weather Events (NIWE) Loan Guarantee Scheme


On 31 July 2023, the Bank entered into a Deed of Indemnity with the New Zealand Government to implement the North Island

Weather Events Loan Guarantee Scheme. The supported loans are intended to assist New Zealand businesses to manage the

impacts of the North Island Weather Events (during Auckland Anniversary weekend 2023). The facility limit for each supported

loan must not exceed $10 million for a maximum of 5 years. The New Zealand Government will guarantee 80% of any loss

incurred (credit risk) with the Bank holding the remaining 20%. The Scheme concluded on 30 June 2024. As at 30 June 2024 the

Bank had supported loans under this scheme of $33.2 million.


Maximum exposure to credit risk at the relevant reporting dates


The following table represents the maximum credit risk exposure, without taking account of any collateral held. The on balance

sheet exposures set out below are based on net carrying amounts as reported in the statement of financial position.



$000's June 2024 June 2023

On balance sheet:

Cash and cash equivalents 627,969 216,044

Investments 1,092,131 315,192

Finance receivables measured at amortised cost 4,266,946 3,954,800

Finance receivables - reverse mortgages 2,897,818 888,600

Derivative financial assets 12,316 36,982

Other financial assets 2,421 1,050

Total on balance sheet credit exposures 8,899,601 5,412,668


Off balance sheet:

Letters of credit, guarantee commitments and performance bonds 3,130 7,378

Undrawn facilities available to customers 554,307 310,423

Conditional commitments to fund at future dates 9,947 24,873

Total off balance sheet credit exposures 567,384 342,674


Total credit exposures 9,466,985 5,755,342



Concentration of credit risk by geographic region



$000's June 2024 June 2023

New Zealand 5,804,412 5,538,346

Australia 3,522,266 1,137

Rest of the world

1

216,628 268,004

9,543,306 5,807,487


Provision for impairment (76,321) (52,145)

Total credit exposures 9,466,985 5,755,342

1

These overseas assets are primarily NZD-denominated investments in AA+ (Standard & Poor's) and high quality investment grade securities

issued by offshore supranational agencies ("Kauri Bonds").



P. 59

22 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 across industry sectors.



$000's June 2024 June 2023

Agriculture 1,084,889 781,065

Forestry and fishing 113,264 130,055

Mining 10,276 8,266

Manufacturing 69,799 80,729

Finance and insurance 1,757,056 722,404

Wholesale trade 40,561 46,053

Retail trade and accommodation 376,927 402,146

Households 4,715,535 2,432,860

Other business services 302,035 198,377

Construction 338,998 336,333

Rental, hiring and real estate services 196,329 205,079

Transport and storage 431,665 359,865

Other 105,972 104,255

9,543,306 5,807,487


Provision for impairment (76,321) (52,145)

Total credit exposures 9,466,985 5,755,342



Credit exposures to connected persons


The Banking Group's methodology for calculating credit exposure concentrations is on the basis of actual credit exposures and

calculated on a gross basis (net of individual credit impairment allowances and excluding advances of a capital nature) in

accordance with the Bank's conditions of registration and the Reserve Bank's Connected Exposures Policy (BS8). Peak end-of-day

credit exposures to non-bank connected persons are calculated using the Banking Group’s Tier 1 capital at the end of the

reporting period.


In accordance with its conditions of registration, the Banking Group must comply with all requirements set out in the RBNZ’s

standard BS8 Connected Exposures effective from 1 October 2023. Exposures to connected persons are not on more favourable

terms than corresponding exposures to non-connected persons.



P. 60

22 Credit risk exposure (continued)


Credit exposures to connected persons (continued)



Peak End-of-Day for


As at June 2024 Year Ended June 2024

Credit exposures to connected persons ($000's) 2 12,190

As a percentage of Tier 1 capital of the Banking Group at end of the year (%) 0.00% 1.36%

Credit exposures to non-bank connected persons ($000's) 2 12,190

As a percentage of Tier 1 capital of the Banking Group at end of the year (%) 0.00% 1.36%


As at 30 June 2024, the Banking Group had no aggregate contingent exposures to connected persons arising from unfunded

contingent credit protection arrangements provided by any connected persons. The aggregate amount of the Banking Group's

loss allowance for credit exposures to connected persons that are credit-impaired was nil at 30 June 2024.


Credit exposure to individual counterparties


The Banking Group’s aggregate concentration of credit exposure to individual counterparties is calculated based on the actual

credit exposure. Credit exposures to connected persons, the central government or central bank of any country with a long term

credit rating of A- or A3 or above, or its equivalent, and any supranational or quasi-sovereign agency with a long-term credit

rating of A- or A3 or above, or its equivalent are excluded.


The peak end-of-day aggregate concentration of credit exposure to individual counterparties has been calculated by determining

the maximum end-of-day aggregate amount of credit exposure over the relevant six-month period and then dividing the amount

by the Banking Group’s Common Equity Tier 1 (CET1) capital as 30 June 2024.



Number of Exposures


Number of Exposures

Peak End-of-Day over


As at June 2024 6 Months to June 2024

Exposures to banks

With a long-term credit rating of A- or A3 or above, or its equivalent:

10% to less than 15% of CET1 capital - -

15% to less than 20% of CET1 capital - 1

20% to less than 25% of CET1 capital 2 2

25% to less than 30% of CET1 capital - -

With a long-term credit rating of at least BBB- or Baa3, or its equivalent, and

at most BBB+ or Baa1, or its equivalent


- -

Exposures to non-banks

Total number of exposures to non-banks that are greater than 10% to less

than 15% of CET1 capital

that have a long-term credit rating of A- or A3 or

above.

1 1

Total number of exposures to non-banks that are greater than 10% to less

than 15% of CET1 capital that do not have a long-term credit rating.

- 1




P. 61

22 Credit risk exposure (continued)


Collateral held


The Banking 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 Banking

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 Banking 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 Banking Group’s loan portfolio have the following coverage from collateral held on credit-impaired loans:



Corporate Residential All Other

June 2024


Fully Secured 47% 100% 69%

Partially Secured 37% - 10%

Unsecured 16% - 21%

Total 100% 100% 100%


June 2023


Fully Secured 53% 100% 72%

Partially Secured 39% - 10%

Unsecured 8% - 18%

Total 100% 100% 100%


P. 62

23 Asset quality


The disclosures in this note are categorised by the following credit risk concentrations:


Corporate Business lending including rural lending.


Residential Lending secured by a first ranking mortgage over a residential property used primarily for residential purposes

either by the mortgagor or a tenant of the mortgagor

.


All Other This relates primarily to consumer lending to individuals.


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 Banking Group.


(a) Past due but not individually impaired



$000's Corporate Residential All Other Total

June 2024


Less than 30 days past due 58,075 1,490 40,042 99,607

At least 30 but less than 60 days past due 28,021 251 16,461 44,733

At least 60 but less than 90 days past due 19,470 1,590 8,266 29,326

At least 90 days past due 71,021 1,098 46,276 118,395

Total past due but not individually impaired 176,587 4,429 111,045 292,061


June 2023


Less than 30 days past due 4,515 151 4,685 9,351

At least 30 but less than 60 days past due 31,739 - 12,358 44,097

At least 60 but less than 90 days past due 6,514 300 4,543 11,357

At least 90 days past due 35,775 401 36,162 72,338

Total past due but not individually impaired 78,543 852 57,748 137,143



(b) Credit risk grading


The Banking 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).


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.


P. 63

23 Asset quality (continued)


(b) Credit risk grading (continued)


All loans past due but not impaired have been categorised into three impairment stages (refer to Note 23 – Asset quality (c))

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 expected credit losses.




Collectively Assessed Individually

$000's

Stage 1 Stage 2 Stage 3 Assessed Total

June 2024


Judgemental portfolio

Grade 1 - Very Strong 183,354 - - - 183,354

Grade 2 - Strong 40,557 - - - 40,557

Grade 3 - Sound 167,230 5,556 536 - 173,322

Grade 4 - Adequate 505,177 14,142 6,940 - 526,259

Grade 5 - Acceptable 977,495 41,505 36,206 - 1,055,206

Grade 6 - Monitor - 120,611 12,028 - 132,639

Grade 7 - Substandard - 47,328 17,225 - 64,553

Grade 8 - Doubtful - - 141 88,549 88,690

Grade 9 - At risk of loss - - 166 6,633 6,799

Total Judgemental portfolio 1,873,813 229,142 73,242 95,182 2,271,379

Total Behavioural portfolio 2,014,630 12,491 43,481 1,286 2,071,888

Gross finance receivables measured at

amortised cost

3,888,443 241,633 116,723 96,468 4,343,267

Provision for impairment (14,361) (5,197) (34,281) (22,482) (76,321)

Total finance receivables measured at

amortised cost

3,874,082 236,436 82,442 73,986 4,266,946

Undrawn facilities available to customers 272,829 1,805 904 - 275,538



June 2023


Judgemental portfolio

Grade 1 - Very Strong 25 - - - 25

Grade 2 - Strong 3,658 - - - 3,658

Grade 3 - Sound 41,887 477 - - 42,364

Grade 4 - Adequate 637,993 9,975 3,477 - 651,445

Grade 5 - Acceptable 1,016,113 5,492 602 - 1,022,207

Grade 6 - Monitor - 64,946 6,763 - 71,709

Grade 7 - Substandard - 76,955 13,725 - 90,680

Grade 8 - Doubtful - - - 51,284 51,284

Grade 9 - At risk of loss - - - 1,671 1,671

Total Judgemental portfolio 1,699,676 157,845 24,567 52,955 1,935,043

Total Behavioural portfolio 1,990,888 24,335 56,679 - 2,071,902

Gross finance receivables measured at

amortised cost

3,690,564 182,180 81,246 52,955 4,006,945

Provision for impairment (12,250) (2,444) (21,320) (16,131) (52,145)

Total finance receivables measured at

amortised cost

3,678,314 179,736 59,926 36,824 3,954,800

Undrawn facilities available to customers 255,174 2,609 86 - 257,869




P. 64

23 Asset quality (continued)


(c) Provision for impairment


Policy

Impairment of finance receivables measured at amortised cost

At each reporting date, the Banking Group applies a three stage approach to measuring ECL to 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 Banking 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 Banking Group has defined

counterparty probabilities of default across consumer, retail, business and rural portfolios.


The Banking 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 Banking 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 Banking Group considers its historical loss experience and adjusts

this for current observable data. In addition to this the Banking 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.


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.


P. 65

23 Asset quality (continued)


Policy (continued)

Credit quality of financial assets (continued)

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 cash

flows from the realisation of collateral or guarantees, where applicable).


Modification of contractual cash flows

The Banking Group sometimes modifies the terms of loans provided to customers due to commercial re-negotiations, 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.


The Banking Group’s models for estimating ECL for each of its portfolios are based on the historical credit experience of those

portfolios. The models assume that economic conditions remain static over time, and the provision is calculated as a point in time

estimate. In FY2024, Heartland introduced a new methodology to calculating the Forward-Looking provision (that is, the change in

provision as economic conditions change) for Motor. This includes building distribution curves based on previous loss rates. The

Banking Group then applies judgement to determine which loss rate applies to the upside, central, and downside scenario

depending on how economic conditions may change in the foreseeable future. Subsequently, the loss rates are applied to current

Motor receivables as at the reporting date to calculate forward-looking provisions under different economic scenarios.


The most significant and judgemental provision for impairment is on the motor vehicle lending with a collective ECL of $29.9

million at 30 June 2024 (2023: $15.1 million) which includes $1.0 million for a forward looking position allowing for the impact of

multiple economic scenarios.


As part of this assessment, three different economic indicators have been assessed. The assessment is based on the

macroeconomic variables which the motor vehicle portfolio is most sensitive to. This includes consumer price index (inflation), the

unemployment rate, and the OCR. However, management believes the most sensitive macroeconomic variable is unemployment,

followed by CPI, then OCR. Therefore, the tables below present the forecasts for both the unemployment rate and CPI. The

modelled provision for the 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, as well as, an

average of forecasts from the relevant big four banks.


The forecast assumes the following for unemployment and CPI for all three scenarios:


Unemployment Rate 2024/2025 2025/2026 2026/2027

Upside 4.68% 4.58% 4.50%

Central 5.13% 5.03% 4.80%

Downside 6.10% 6.28% 5.40%


CPI 2024/2025 2025/2026 2026/2027

Upside 2.00% 2.00% 1.90%

Central 2.30% 2.05% 2.10%

Downside 2.70% 2.40% 2.60%




P. 66

23 Asset quality (continued)


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 Banking Group as at 30 June 2024:


Upside 10%

Central 50%

Downside 40%


The weightings are based on management’s belief that there is still significant downside risk, uncertainty, and stresses in future

economic conditions. Therefore, management has applied a 40% probability on the downside scenario. 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 $29.9 million

100% Upside $28.8 million

100% Central $29.0 million

100% Downside $31.7 million



P. 67

23 Asset quality (continued)


(c) Provision for impairment (continued)


Collectively Assessed Individually

$000's Stage 1 Stage 2 Stage 3 Assessed Total

June 2024


Corporate

Impairment allowance as at 30 June 2023

11,089 1,337 8,530 16,131 37,087

Business combination under common control 899 - 161 - 1,060

Changes in loss allowance


Transfer between stages

1


(1,074) (2,655) 1,640 2,089 -

New and increased provision (net of provision

releases)

1


(4,147) 3,041 13,957 11,780 24,631

Credit impairment charge (5,221) 386 15,597 13,869 24,631

Write-offs

- - (4,258) (7,518) (11,776)

Effect of changes in foreign exchange rate

(14) (7) 21 - -

Impairment allowance as at 30 June 2024 6,753 1,716 20,051 22,482 51,002

Residential

Impairment allowance as at 30 June 2023

127 - - - 127

Acquisition of subsidiary 167 - - - 167

Changes in loss allowance


Transfer between stages

1


- - - - -

New and increased provision (net of provision

releases)

1


(129) 3 110 - (16)

Credit impairment charge (129) 3 110 - (16)

Write-offs

- - - - -

Impairment allowance as at 30 June 2024 165 3 110 - 278

All Other

Impairment allowance as at 30 June 2023 1,034 1,111 12,786 - 14,931

Business combination under common control 37 9 14 - 60

Changes in loss allowance


Transfer between stages

1


(333) (3,032) 3,365 - -

New and increased provision (net of provision

releases)

1


6,705 5,390 10,877 - 22,972

Credit impairment charge 6,372 2,358 14,242 - 22,972

Write-offs

- - (12,922) - (12,922)

Impairment allowance as at 30 June 2024 7,443 3,478 14,120 - 25,041

Total

Impairment allowance as at 30 June 2023 12,250 2,448 21,316 16,131 52,145

Business combination under common control 936 9 175 - 1,120

Acquisition of subsidiary

167 - - - 167

Changes in loss allowance


Transfer between stages

1


(1,407) (5,687) 5,005 2,089 -

New and increased provision (net of provision

releases)

1


2,429 8,434 24,944 11,780 47,587

Credit impairment charge 1,022 2,747 29,949 13,869 47,587

Write-offs

- - (17,180) (7,518) (24,698)

Effect of changes in foreign exchange rate (14) (7) 21 - -

Impairment allowance as at 30 June 2024 14,361 5,197 34,281 22,482 76,321

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.


P. 68

23 Asset quality (continued)


(c) Provision for impairment (continued)




Collectively Assessed Individually


$000's

Stage 1 Stage 2 Stage 3 Assessed Total


June 2023




Corporate

Impairment allowance as at 30 June 2022

19,353 901 4,941 15,001 40,196

Changes in loss allowance

Transfer between stages

1


(7,738) (1,940) 1,346 8,332 -

New and increased provision (net of provision

releases)

1


(526) 2,376 4,653 4,701 11,204

Credit impairment charge (8,264) 436 5,999 13,033 11,204

Write-offs

- - (2,410) (11,903) (14,313)

Impairment allowance as at 30 June 2023 11,089 1,337 8,530 16,131 37,087


Residential

Impairment allowance as at 30 June 2022

115 - - - 115

Changes in loss allowance

Transfer between stages

- - - - -

New and increased provision (net of provision

releases)

1


12 - - - 12

Credit impairment charge 12 - - - 12

Write-offs

- - - - -

Impairment allowance as at 30 June 2023 127 - - - 127


All Other

Impairment allowance as at 30 June 2022

(267) 966 9,417 - 10,116

Changes in loss allowance

Transfer between stages

1


(459) (1,883) 2,342 - -

New and increased provision (net of provision

releases)

1


1,760 2,028 9,786 - 13,574

Credit impairment charge 1,301 145 12,128 - 13,574

Write-offs

- - (8,759) - (8,759)

Impairment allowance as at 30 June 2023 1,034 1,111 12,786 - 14,931


Total

Impairment allowance as at 30 June 2022

19,201 1,863 14,362 15,001 50,427

Changes in loss allowance

Transfer between stages

1


(8,197) (3,823) 3,688 8,332 -

New and increased provision (net of provision

releases)

1


1,246 4,404 14,439 4,701 24,790

Credit impairment charge (6,951) 581 18,127 13,033 24,790

Write-offs

- - (11,169) (11,903) (23,072)

Impairment allowance as at 30 June 2023 12,250 2,444 21,320 16,131 52,145

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.



P. 69

23 Asset quality (continued)


(d) Impact of changes in gross finance receivables held at amortised cost on allowance for ECL



Collectively Assessed Individually

$000's Stage 1 Stage 2 Stage 3 Assessed Total

June 2024


Corporate

Gross finance receivables as at 30 June 2023 2,310,034 158,956 44,709 52,955 2,566,654

Business combination under common control 278,680 - 176 - 278,856

Transfer between stages (203,286) 73,059 76,475 53,752 -

Additions 672,083 - - - 672,083

Deletions (634,764) (14,834) (50,932) (2,487) (703,017)

Write-offs (36) (96) (2,647) (7,752) (10,531)

Effect of changes in foreign exchange rate (1,496) - (1) - (1,497)

Gross finance receivables as at 30 June 2024 2,421,215 217,085 67,780 96,468 2,802,548


Residential

Gross finance receivables as at 30 June 2023 322,486 - - - 322,486

Acquisition of subsidiary 61,074 - - - 61,074

Transfer between stages (2,653) 1,891 762 - -

Additions 24,588 - - - 24,588

Deletions (11,356) - - - (11,356)

Write-offs - - - - -

Effect of changes in foreign exchange rate (243) - - - (243)

Gross finance receivables as at 30 June 2024 393,896 1,891 762 - 396,549


All Other

Gross finance receivables as at 30 June 2023 1,058,044 23,224 36,537 - 1,117,805

Acquisition of subsidiary 105 - - - 105

Business combination under common control 1,909 245 82 - 2,236

Transfer between stages (55,505) 20,798 34,707 - -

Additions 587,532 - - - 587,532

Deletions (518,556) (21,076) (9,699) - (549,331)

Write-offs (190) (532) (13,445) - (14,167)

Effect of changes in foreign exchange rate (7) (2) (1) - (10)

Gross finance receivables as at 30 June 2024 1,073,332 22,657 48,181 - 1,144,170


Total

Gross finance receivables as at 30 June 2023 3,690,564 182,180 81,246 52,955 4,006,945

Acquisition of subsidiary 61,179 - - - 61,179

Business combination under common control 280,589 245 258 - 281,092

Transfer between stages (261,444) 95,748 111,944 53,752 -

Additions 1,284,203 - - - 1,284,203

Deletions (1,164,676) (35,910) (60,631) (2,487) (1,263,704)

Write-offs (226) (628) (16,092) (7,752) (24,698)

Effect of changes in foreign exchange rate (1,746) (2) (2) - (1,750)

Gross finance receivables as at 30 June 2024 3,888,443 241,633 116,723 96,468 4,343,267


P. 70

23 Asset quality (continued)


(d) Impact of changes in gross finance receivables held at amortised cost on allowance for ECL (continued)



Collectively Assessed Individually

$000's Stage 1 Stage 2 Stage 3 Assessed Total

June 2023


Corporate

Gross finance receivables as at 30 June 2022 2,289,350 99,514 21,306 66,183 2,476,353

Transfer between stages (180,762) 139,860 29,179 11,723 -

Additions 711,378 - - 9,326 720,704

Deletions (509,932) (80,418) (2,685) (15,194) (608,229)

Write-offs - - (3,091) (19,083) (22,174)

Gross finance receivables as at 30 June 2023 2,310,034 158,956 44,709 52,955 2,566,654


Residential

Gross finance receivables as at 30 June 2022 285,844 - - - 285,844

Transfer between stages - - - - -

Additions 42,721 - - - 42,721

Deletions (6,079) - - - (6,079)

Write-offs - - - - -

Gross finance receivables as at 30 June 2023 322,486 - - - 322,486


All Other

Gross finance receivables as at 30 June 2022 1,008,141 18,001 24,319 - 1,050,461

Transfer between stages (56,358) 21,943 34,415 - -

Additions 642,266 - - - 642,266

Deletions (536,005) (16,720) (14,046) - (566,771)

Write-offs - - (8,151) - (8,151)

Gross finance receivables as at 30 June 2023 1,058,044 23,224 36,537 - 1,117,805


Total

Gross finance receivables as at 30 June 2022 3,583,335 117,515 45,625 66,183 3,812,658

Transfer between stages (237,120) 161,803 63,594 11,723 -

Additions 1,396,365 - - 9,326 1,405,691

Deletions (1,052,016) (97,138) (16,731) (15,194) (1,181,079)

Write-offs - - (11,242) (19,083) (30,325)

Gross finance receivables as at 30 June 2023 3,690,564 182,180 81,246 52,955 4,006,945


Impact of changes in gross exposures on loss allowances - Corporate exposures


Overall credit impairment provisions for corporate exposures increased by $13.9 million (37.5%) for the year ended 30 June 2024,

mainly due to increase in the corporate exposure portfolio of $292.7 million (11.4%) and deterioration of credit quality of certain

exposure resulting in $203.3 million exposure moved from Stage 1 (12 month ECL) into more advanced stages. The Stage 3 and

individually assessed exposure has gone up by $66.6 million (68.2%), which has resulted in higher provision of $17.9 million

(72.5%) partially offset by the release of provisions previously held under Stage 1 exposures.


Impact of changes in gross exposures on loss allowances – All other exposures


Overall credit impairment provisions for All Other exposures increased by $10.1 million (67.7%) for the year ended 30 June 2024

mainly due to the shifting of exposures amounting to $55.5 million from Stage 1 into more advanced stages.


P. 71

23 Asset quality (continued)


(e) Other asset quality information


As at 30 June 2024 there were $0.03 million undrawn lending commitments available to counterparties for whom drawn balances

are classified as individually impaired (2023: nil). As at 30 June 2024, the Banking Group had $0.436 million assets under

administration (2023: $0.349 million).


As at 30 June 2024, the contractual amount outstanding on loans to customers written off during the year and are still subject to

enforcement activity was nil (2023: nil).


24 Liquidity risk


Liquidity risk is the risk that the Banking 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 is closely monitored by the Banking Group.


Measurement of liquidity risk is designed to ensure that the Banking 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 Banking Group’s exposure to liquidity risk is governed by a policy approved by the Board and managed by the GALCO. This

policy sets out the nature of the risk which may be taken and aggregate risk limits, and the GALCO must observe. Within this, the

objective of the GALCO is to derive the most appropriate strategy for the Banking Group in terms of a mix of assets and liabilities

given its expectations of future cash flows, liquidity constraints and capital adequacy. The GALCO employs asset and liability cash

flow modelling to determine appropriate liquidity and funding strategies.


The Australian Banking Group manages its own domestic liquidity and funding needs in accordance with its own liquidity policy

and the policies of the Banking Group. HBA’s liquidity policy is also overseen by APRA.


In March 2020, the Bank 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 Banking Group if required.


The Banking Group holds the following liquid assets and committed funding sources for the purpose of managing liquidity risk:



$000's June 2024 June 2023

Cash and cash equivalents 627,969 216,044

Investments 1,078,656 315,192

Total liquid assets 1,706,625 531,236

Undrawn committed bank facilities 465,600 172,946

Total liquid assets and committed undrawn funding 2,172,225 704,182





P. 72

24 Liquidity risk (continued)



Contractual liquidity profile of financial liabilities


The following tables present the Banking 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 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 Banking 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 Banking Group.


On 0-6 6-12 1-2 2-5 5+

$000's Demand Months Months Years Years Years Total

June 2024

Non-derivative financial liabilities

Deposits 911,654 3,256,750 1,740,935 115,870 95,356 - 6,120,565

Other borrowings - 205,029 305,010 1,304,185 217,942 443,513 2,475,679

Due to related parties - 7,653 - - - - 7,653

Lease liabilities - 2,158 2,212 4,043 10,610 640 19,663

Other financial liabilities - 18,776 - - - - 18,776

Total non-derivative financial liabilities 911,654 3,490,366 2,048,157 1,424,098 323,908 444,153 8,642,336


Derivative financial liabilities

Inflows from derivatives - 20,407 7,570 14,491 30,423 - 72,891

Outflows from derivatives - 22,877 8,750 15,832 31,551 - 79,010

Total derivative financial liabilities - 2,470 1,180 1,341 1,128 - 6,119

Undrawn facilities available to customers 554,307 - - - - - 554,307

June 2023

Non-derivative financial liabilities

Deposits 782,775 2,313,983 1,015,525 62,618 42,186 - 4,217,087

Other borrowings - 184,397 138,217 237,138 22,551 136,274 718,577

Due to related parties - 7,173 - - - - 7,173

Lease liabilities - 1,356 1,368 2,643 6,615 2,731 14,713

Other financial liabilities - 40,963 - - - - 40,963

Total non-derivative financial liabilities 782,775 2,547,872 1,155,110 302,399 71,352 139,005 4,998,513

Derivative financial liabilities

Inflows from derivatives - 3,583 3,552 4,799 13,469 - 25,403

Outflows from derivatives - 6,644 6,796 5,773 13,125 - 32,338

Total derivative financial liabilities - 3,061 3,244 974 (344) - 6,935

Undrawn faciliti

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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.