Heartland publishes Notice of Annual General Meeting

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

NZX/ASX release
30 September 2024

Heartland publishes Notice of Annual General Meeting

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has today published its Notice of
Meeting for its 2024 Annual General Meeting (Annual Meeting).

Heartland's Annual Meeting will be held online at virtualmeeting.co.nz/hgh24 and in person at the
Hyundai Marine Sports Centre (Akarana), Auckland, New Zealand on Wednesday 30 October 2024,
commencing at 2pm (NZDT).

The Notice of Meeting and Voting and Proxy Form are available at heartlandgroup.info/investor-
information/annual-meetings and will be sent to shareholders shortly. Copies of these documents
are attached.

– ENDS –

The person who authorised this announcement:

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

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Hui ā-Tau
Notice of 2024
Annual Meeting

AGENDA FOR THE ANNUAL MEETING
2
NOTICE OF MEETING
1
Dear Shareholders,
On behalf of Heartland’s board of directors
(Board), I am pleased to invite you to
Heartland’s 2024 Annual Meeting which is
to be held online at virtualmeeting.co.nz/
hgh24 and in person at the Hyundai Marine
Sports Centre (Akarana), Auckland, New
Zealand on Wednesday 30 October 2024,
commencing at 2pm (New Zealand time).
At this year’s Annual Meeting, we will update
you on Heartland’s performance for the
financial year ended 30 June 2024 (FY2024)
and discuss Heartland’s strategy and plans
for future growth.
Kate Mitchell will be retiring by rotation, and
John Harvey, Simon Beckett and Rob Bell, each
having been appointed by the Board during
FY2024, will be retiring in accordance with the
requirements of the NZX Listing Rules. All four
directors will stand for re-election or election
by shareholders at the Annual Meeting.
The Board unanimously supports their
election. You can read more in the explanatory
notes to this Notice of Meeting.
Shareholders will also be asked to vote on
refreshing Heartland’s placement capacity
and the Board’s authority to fix the auditor’s
remuneration.
If you are unable to attend the Annual Meeting
either in person or online, I encourage you
to cast a postal vote or appoint a proxy to
attend and vote at the Annual Meeting on
your behalf. Your personalised voting form
accompanies this Notice of Meeting.
For those shareholders who are attending
the Annual Meeting in person, please bring
the enclosed voting form with you to assist
with your registration.
You are invited to join the Board and senior
management for light refreshments at the
conclusion of the meeting.
On behalf of the Board,
Greg Tomlinson
Chair of the Board
Heartland Group Holdings Limited (Heartland) invites you,
our shareholders, to join us at our hybrid annual general meeting
(Annual Meeting).
To consider, and if thought fit, to pass the following resolutions:
A. Chair’s Welcome and Address
B. Chief Executive Officer’s Address
C. NZ Bank Chair’s Address
D. AU Bank Chair’s Address
E. Shareholder Discussion
F. Formal Business
Resolution 1:
Re-election of Kate Mitchell
That Kate Mitchell, who retires and is eligible
for re-election, be re-elected as a director of
Heartland.
Resolution 2:
Election of John Harvey
That John Harvey, who retires and is eligible
for election, be elected as a director of
Heartland.
Resolution 3:
Election of Simon Beckett
That Simon Beckett, who retires and is eligible
for election, be elected as a director of
Heartland.
Resolution 4:
Election of Rob Bell
That Rob Bell, who retires and is eligible
for election, be elected as a director of
Heartland.


Resolution 5:
Ratification of Placement
That the shareholders of Heartland approve
and ratify for all purposes, including NZX
Listing Rule 4.5.1(c ), the previous issue of
106,021,860 fully paid ordinary shares in
Heartland on 15 April 2024 in accordance with
NZX Listing Rule 4.5.1 comprising (a) the issue
of shares to investors at an issue price of
NZ$1.00 per share pursuant to the placement
announced on 8 April 2024, and (b) the issue
of shares as scrip consideration payable by
Heartland for the acquisition of shares in Alex
Corporation Limited.
Resolution 6:
Auditor’s remuneration
That the Board be authorised to fix the
remuneration of Heartland’s auditor, PwC, for
the financial year ending 30 June 2025.
Resolutions 1 to 6 are ordinary
resolutions, each requiring approval by
a majority (being more than 50%) of the
votes of those shareholders entitled to
vote and voting.
A brief description of each resolution
is included in the explanatory notes.
The Board unanimously supports each
resolution.

4
NOTICE OF MEETING
3
Resolution 5:
Ratification of Placement
Heartland issued 106,021,860 fully paid
ordinary shares on 15 April 2024 pursuant to
the placement announced on 8 April 2024 and
as consideration for the acquisition of shares
in Alex Corporation Limited (the Placement).
Heartland issued 105,000,000 fully paid
ordinary shares to new and existing
investors who were invited to participate in
the Placement announced on 8 April 2024
at a price of NZ$1.00 per share, in addition
to 1,021,860 ordinary shares issued to
Washington H. Soul Patterson and Company
Limited as consideration for the acquisition
of 0.65% of the shares in Alex Corporation
Limited, the holding company for Alex Bank.
The Placement and accelerated non-
renounceable entitlement offer announced
on 8 April 2024 (together, the Equity Raise)
raised gross proceeds of approximately
NZ$210 million. Proceeds from the Equity
Raise were used to fund the balance of the
consideration payable for Heartland Bank
Limited’s (Heartland Bank’s) acquisition
of Challenger Bank Limited (Challenger
Bank) from Challenger Group, support the
expected regulatory capital requirements of
the Australian bank (since rebranded from
Challenger Bank to Heartland Bank Australia
Limited (Heartland Bank Australia)) a n d
Heartland Bank, and cater for near-term
projected asset growth post-completion of
the Challenger Bank acquisition.
All the shares issued under the Placement
were issued under NZX Listing Rule 4.5.1. In
broad terms, that Listing Rule permits an
issue of shares up to 15% of the issued shares
of Heartland in any 12-month period without
prior shareholder approval. The shares
issued under the Placement were equal to
approximately 14.7% of the issued shares of
Heartland as at the date on which the shares
were issued, being 15 April 2024.
This resolution is proposed by the Board in
accordance with NZX Listing Rule 4.5.1(c ),
which allows shareholders to ratify a prior
issue of shares under NZX Listing Rule 4.5.1.
If shareholders pass the resolution and
ratify the issue of 106,021,860 shares under
the Placement, the capacity to issue equity
securities under NZX Listing Rule 4.5.1 up to
the 15% limit will be refreshed by that number
of shares.
This would preserve the ability of Heartland to
issue further equity securities up to the 15%
threshold in accordance with NZX Listing Rule
4.5.1, should Heartland wish to undertake a
further placement of equity securities in the
next 12-month period.
Failure to pass this resolution will not affect
the validity of the shares issued under the
Placement but will reduce the number of
equity securities that can be issued by
Heartland under NZX Listing Rule 4.5.1 for a
period of 12 months from 15 April 2024.
The Board recommends that shareholders
vote in favour of this resolution, as refreshing
Heartland’s placement capacity will provide
Heartland with flexibility to raise money
through the issue of further equity securities.
There is no guarantee that any such further
issue will be undertaken or as to the terms of,
and timing for, any such issue.
In accordance with NZX Listing Rule 6.3.1,
Heartland will disregard any votes cast
in favour of Resolution 5 (Ratification of
Placement) by any shareholder who acquired
shares under the Placement (and their
respective Associated Persons), unless
such shareholder is casting a vote under an
expressly directed proxy of a person who is
not disqualified from voting.
Resolution 6:
Auditor’s remuneration
PwC will be automatically reappointed as
Heartland’s auditor under section 207T
of the Companies Act 1993. It is proposed
that the Board be authorised to fix PwC’s
remuneration for the year ending 30 June
2025 in accordance with section 207S of the
Companies Act 1993.
EXPLANATORY NOTES
Resolution 1:
Re-election of Kate Mitchell (Independent
Non-Executive Director)
Heartland’s constitution and the NZX Listing
Rules prohibit a director from holding office
(without re-election) for more than three years
or three annual meetings, whichever is longer. If
a director is eligible, they may offer themselves
for re-election by shareholders at the meeting.
Having been elected by shareholders at
Heartland’s 2021 Annual Meeting on 28
October 2021, Kate Mitchell retires at the
Annual Meeting and, being eligible, offers
herself for re-election by shareholders.
For the purposes of the NZX Listing Rules, the
Board has determined that Kate Mitchell is an
Independent Director.
A brief biography of Kate Mitchell is set out on
page 5.
Resolutions 2, 3 and 4:
Election of John Harvey (Independent
Non-Executive Director), Simon Beckett
(Independent Non-Executive Director)
and Rob Bell (Independent Non-Executive
Director)
Heartland’s constitution and the NZX Listing
Rules require any director appointed by the
Board to retire at the next annual meeting.
Having been appointed by the Board with
effect from 30 April 2024, John Harvey retires
at the Annual Meeting and, being eligible,
offers himself for election by shareholders.
Having been appointed by the Board with
effect from 27 June 2024, Simon Beckett and
Rob Bell retire at the Annual Meeting and,
being eligible, offer themselves for election by
shareholders.
For the purposes of the NZX Listing Rules,
the Board has determined that each of John
Harvey, Simon Beckett and Rob Bell is an
Independent Director.
Brief biographies of John Harvey, Simon
Beckett and Rob Bell are set out on page 5.

6
NOTICE OF MEETING
5
John Harvey
Independent Non-Executive Director
Term of office: Appointed
30 April 2024
Board committees:
• Chair of the Heartland Audit and Risk Committee
Simon Beckett
Independent Non-Executive Director
Term of office: Appointed
27 June 2024
Board committees:
• N/A
Rob Bell
Independent Non-Executive Director
Term of office: Appointed
27 June 2024
Board committees:
• N/A
For information about each director’s other external directorships,
see page 81 of Heartland’s 2024 Annual Report.
DIRECTOR BIOGRAPHIES
Kate Mitchell
Independent Non-Executive Director
Term of office: Appointed
1 October 2021 (elected by shareholders 28 October 2021)
Board committees:
• Chair of the Heartland Sustainability Committee
• Member of the Heartland Audit and Risk Committee
Biography
Prior to moving to New Zealand in 2014, Kate spent 20 years working in investment banking in
the UK with firms such as Merrill Lynch, Goldman Sachs and, most recently, Deutsche Bank,
where she held a variety of senior client coverage and management roles. She has extensive
experience of developing solutions for clients, particularly in the areas of financial risk
management, structured financing and investments.
She now co-runs a Christchurch based consulting business, advising SMEs on succession
planning, strategy and governance, as well as undertaking a number of non-executive
directorships including at Christchurch International Airport, the A2 Milk Company Limited
and Chair of The New Zealand Merino Company Limited.
Biography
John brings a strong background in financial services, including NZX listings, acquisitions,
mergers and financial reporting. He was a partner of PricewaterhouseCoopers for 23 years,
where he held a number of management and governance responsibilities.
Since his retirement from PricewaterhouseCoopers in 2009, John has pursued a career as an
independent director of a number of companies, including NZX-listed Stride Property Limited,
Investore Property Limited, Napier Port Holdings Limited and NZX/ASX-listed Kathmandu Holdings
Limited.
He has previously been a director of APN News and Media Limited, Port Otago Limited, Ballance
Agri-Nutrients Limited, and Chairman of NZ Opera Limited.
Biography
Simon is an experienced Non-Executive Director and Chair with 30 years of experience within
the financial services sector, specialising in M&A, capital raising, local growth and international
expansion. Simon has held executive leadership positions within multinational corporates
(General Electric, Wells Fargo and Cerberus) and has expertise across multiple functions (Risk,
Strategy, Commercial) and regions (US, UK, Europe, Asia, Australia and New Zealand). He has a
proven track record helping CEOs and Executive teams build and grow businesses.
His last executive role was with Angle Auto (a Cerberus company) where he supported the
acquisition of the Motor Finance business from Westpac, initially as the Chief Risk Officer and
Responsible Manager, and then subsequently the Chief Commercial Officer. Simon is currently a
non-executive director at ORDE Financial.
Through his own venture capital and advisory firm, First Avenue Ventures, Simon gets a unique
insight into the trends that will shape the future of business and has an ability to leverage these
insights to help companies invest in the right areas to avoid stagnation.
Biography
Rob is an accomplished banking executive with 25 years’ experience in senior leadership roles
in the financial services industry. He has a deep understanding of banking, digital and growth
strategies.
Rob was the founding CEO of 86 400, Australia’s first digital only bank designed for mobile. He led
the building, launch, scaling and ultimately successful sale of 86 400 to National Australian Bank.
Prior to 86 400, Rob held executive and chief executive roles at payments company Cuscal,
Australian Unity Bank and ANZ Bank including CEO positions at both ANZ Japan and ANZ Fiji.
Most recently, Rob held the position of Managing Director of Fliteboard, an Australian invention
and start-up which was sold to the US listed marine industry leader Brunswick Corporation.
Rob is currently a non-executive director of HFC Bank and Advisory Board Chair of Australian
sports tech startup Liveheats.

87
Voting
Each shareholder will be entitled to one vote
for every share held as at 5pm (New Zealand
time) on 28 October 2024.
Your right to vote may be exercised by:
• attending the meeting and voting in person
• attending the online meeting and voting
online
• submitting a postal vote
• appointing a proxy (or representative) to
attend the meeting and vote on your behalf
(Proxy).
If you are attending the meeting in person,
please bring the enclosed voting form that will
act as your admission card to the meeting.
How to submit a postal vote or
appoint a Proxy
If you are not able to attend the Annual
Meeting, either in person or online, but wish
to submit a postal vote or appoint a Proxy to
attend the online meeting and vote on your
behalf, you can:
• lodge your postal vote or appoint a
Proxy online at vote.linkmarketservices.
com/HGH. You will be required to
enter your CSN/Holder Number and
Authorisation Code (FIN). If you do not
have a FIN number, please contact
MUFG Corporate Markets (formerly
Link Market Services) at 09 375 5998 or
enquiries@linkmarketservices.co.nz
• complete and return your voting form in
accordance with the instructions on the
voting form.
A Proxy need not be a shareholder of
Heartland. If you wish, you may appoint the
Chair of the meeting as your Proxy. To do
so, please write “Chair of the meeting” in
the relevant section of the voting form. The
Chair will vote according to your instructions,
subject to the voting restrictions in relation to
Resolution 5. If the Chair is not instructed how
to vote, the Chair intends to vote in favour of
each of the resolutions, subject to the voting
restrictions in relation to Resolution 5.
For your vote or Proxy to be effective, your
completed voting form must be received
by MUFG Corporate Markets (formerly Link
Market Services), or your postal vote or your
Proxy appointment lodged online, by no later
than 2pm (New Zealand time) on 28 October
2024.
How to attend the online
meeting
To attend the online meeting, please go to
virtualmeeting.co.nz/hgh24. Shareholders
attending online will be able to vote during
the Annual Meeting. Shareholders who
will be attending the online meeting and
wish to ask a question are encouraged
to submit their question(s) prior to the
Annual Meeting in accordance with the
instructions below. More information
regarding virtual attendance at the Annual
Meeting (including how to vote during the
meeting) is available in the Virtual Annual
Meeting Online Portal Guide available at
bcast.linkinvestorservices.co.nz/MUFG/
MUFG_VirtualMeetingGuide.pdf.
Shareholder questions prior to
the Annual Meeting
Shareholders are encouraged to submit
questions in advance of the Annual Meeting.
Shareholders present at the Annual Meeting,
whether in person or online, will have the
opportunity to ask questions during the
meeting. If you cannot attend the Annual
Meeting in person or online, but would like to
ask a question, you can submit a question
by going to vote.linkmarketservices.com/
HGH or emailing your Proxy Form with your
question to meetings@linkmarketservices.
com (please put the words “Heartland Group
Holdings Proxy Form” in the subject line to
enable easy identification). Shareholder
questions will need to be submitted by 2pm
(New Zealand time) on 28 October 2024.
Questions should relate to matters being
addressed at the Annual Meeting.
PROCEDURAL NOTES VENUE AND PARKING INFORMATION
The physical meeting is being
held in the Te Kawau Room at
Hyundai Marine Sports Centre
(Akarana), 8-10 Tamaki Drive,
Okahu Bay, Auckland 1071.
Free parking is available at the
venue and on Tamaki Drive.
For more information about
getting to the venue, visit:
akarana.co.nz/contact
Tamaki Drive
Hyundai Marine
Sports Centre
Auckland
Sailing Club
Fergs Kayaks
Paritai Drive
Titai Drive
NOTICE OF MEETING

MAORI TITLE
ENGLISH TITLE
New copy to be inserted.
SECTION NAME
MAORI NAME
ENGLISH NAME
9
heartlandgroup.info

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ADMISSION CARD
If you are attending the meeting, keep this form intact and bring it to
the meeting for registration purposes.
If you are not attending the meeting, but wish to make a postal
vote or appoint a proxy, you can do so online or by completing
and returning this form to MUFG Corporate Markets (formerly Link
Market Services Limited). It must be received by no later than

2pm (New Zealand time) on 28 October 2024.
This is the cut-off time for postal votes to be cast and proxies to be
appointed online.
SIGNING THIS FORM
If your shares are held by:
a. an individual, this form must be signed by the individual (or his or
her duly authorised attorney);
b. a company, this form must be signed by a duly authorised
signatory of the company (including a director);
c. a trust, this form should be signed as above by at least
one trustee in accordance with the relevant trust deed (in
accordance with (a) or (b) above, as applicable if the trustee is
an individual or a company);
d. a partnership, this form should be signed by at least one partner
in accordance with the rules governing the partnership (in
accordance with (a) or (b) above, as applicable if the partner is
an individual or a company); or
e. joint shareholders, this form should be signed by at least one
joint shareholder (or as otherwise required by the arrangements
between the joint shareholders) in accordance with the relevant
method for that joint shareholder set out above.
If this form is completed by an attorney or representative, a copy
of the power of attorney or letter of appointment of representative
(unless previously provided), must accompany this form together
with a completed certificate of non-revocation of authority.
POSTAL VOTING
If you are entitled to vote at the meeting, you may cast a postal vote
by ticking the Postal Vote box, completing the Resolutions section,
and signing and returning this form. Alternatively, you can cast your
postal vote online.
If you return a postal vote without indicating how you wish to vote
on a resolution, you will be deemed to have abstained from voting on
that resolution. If you lodge a postal vote and appoint a Proxy, your
postal vote will take priority over your Proxy appointment.
APPOINTING A PROXY
If you are entitled to vote at the meeting, you may appoint a proxy
(Proxy) by completing the Appointment of Proxy and Resolutions
sections and signing and returning this form. Alternatively, you can
appoint a Proxy online. If you return this form without appointing a
Proxy, it will be treated as a postal vote.
A Proxy does not have to be a Heartland shareholder. If your Proxy
does not attend the meeting, your vote will not be counted (unless
you have cast a postal vote before the meeting).
If you appoint a Proxy to vote on your behalf and tick the “Proxy’s
Discretion” box for a resolution, or do not direct your Proxy how
to vote on a resolution, your Proxy will vote as they see fit on that
resolution. If you wish, you may appoint the Chair of the meeting
as your Proxy. To do so, please write “Chair of the meeting” in the
Appointment of Proxy section. The Chair will vote according to
your instructions, subject to the voting restrictions in relation to
Resolution 5. If the Chair is not instructed how to vote, the Chair
intends to vote in favour of each of the resolutions, subject to the
voting restrictions in relation to Resolution 5.
You may still attend the meeting virtually should you appoint a Proxy,
noting that you will not be able to vote if a Proxy has been appointed.
VOTING RESTRICTIONS
In accordance with NZX Listing Rule 6.3.1, Heartland will disregard
any votes cast in favour of Resolution 5 (Ratification of Placement)
by any shareholder who acquired shares under the Placement (and
their respective Associated Persons), unless such shareholder is
casting a vote under an expressly directed proxy of a person who is
not disqualified from voting.
2024 ANNUAL MEETING
How to lodge your postal
vote/proxy appointment:
Online: vote.linkmarketservices.com/HGH
Email: meetings@linkmarketservices.com
Mail: Use the enclosed reply paid envelope or send to:
MUFG Corporate Markets, PO Box 91976,
Auckland 1142, New Zealand
Deliver: MUFG Corporate Markets

(formerly Link Market Services Ltd)
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
QR code: Scan this QR code with your
smartphone and vote online
Voting and
Proxy form
Hyundai Marine Sports Centre (Akarana), Auckland, New Zealand, and online at
virtualmeeting.co.nz/hgh24 at 2pm Wednesday, 30 October 2024.

P O S TAL VOT E
Complete this section if you will not attend the meeting but wish to cast a postal vote.
I/We wish to vote by Postal Vote (please tick the box)
APPOINTMENT OF PROXY
Complete this section if you will not attend the meeting but wish to appoint someone to attend on your behalf.
I/We being a shareholder/s of Heartland hereby appoint:
Full name:
Email:
as my/our proxy (or representative, if a body corporate) to attend the meeting on my/our behalf and any adjournment of the meeting and to
vote on my/our behalf at the meeting and any adjournment of the meeting in accordance with my/our directions below, and to vote on any
resolutions to amend any of the resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any
adjournment thereof).
RESOLUTIONS
Cast a postal vote, or instruct a Proxy to vote, by placing a tick in the relevant box.
If you have appointed a Proxy and want him/her to decide how to vote on the resolution, tick the box
“Proxy’s discretion”. Proxy’s discretion is not applicable for a postal vote.
ForAgainst
Prox y’s
discretionAbstain
1. That Kate Mitchell, who retires and is eligible for re-election, be re-elected as a director of
Heartland.
2. That John Harvey, who retires and is eligible for election, be elected as a director of Heartland.
3. That Simon Beckett, who retires and is eligible for election, be elected as a director of Heartland.
4. That Rob Bell, who retires and is eligible for election, be elected as a director of Heartland.
5. That the shareholders of Heartland approve and ratify for all purposes, including NZX Listing Rule
4.5.1(c ), the previous issue of 106,021,860 fully paid ordinary shares in Heartland on 15 April 2024 in
accordance with NZX Listing Rule 4.5.1 comprising (a) the issue of shares to investors at an issue
price of NZ$1.00 per share pursuant to the placement announced on 8 April 2024, and (b) the
issue of shares as scrip consideration payable by Heartland for the acquisition of shares in Alex
Corporation Limited.
6. That the Board be authorised to fix the remuneration of Heartland’s auditor, PwC, for the financial
year ending 30 June 2025.
SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would
like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/HGH and completing the online validation
process or complete the question section below and return to MUFG Corporate Markets (formerly Link Market Services). Questions will need to
be submitted by 2pm on Monday 28 October 2024. The Board will address and answer questions during the meeting.
Question:
SIGNATURE OF SHAREHOLDER(S)
Signature(s) of shareholder(s) Signature(s) of shareholder(s) Signature(s) of shareholder(s)
/ / 2024
Date of signing Day time contact phone number
ELECTRONIC INVESTOR COMMUNICATION
If you received the Notice of Meeting and this form by mail and would like to receive all future shareholder communications electronically
(by email) where possible, please write your email address below.
Email:
Voting and
Proxy form