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SPH Notice- Harrogate Trustee Limited & Tomlinson Group HGH

Substantial Holder Notice6 March 2025HGHFinancials

1
Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited

and

To Heartland Group Holdings Limited

Date this disclosure made: 6 March 2025

Date on which substantial holding began: 6 March 2025

Substantial product holder(s) giving disclosure

Full name(s): Tomlinson Group HGH Limited

Summary of substantial holding

Class of quoted voting products: Ordinary shares

Summary for Tomlinson Group HGH Limited

For this disclosure,—

(a) total number held in class: 83,335,936

(b) total in class: 937,419,279

(c) total percentage held in class: 8.892%

Details of relevant interests

Details for Tomlinson Group HGH Limited

Nature of relevant interest(s): registered holder

For that relevant interest,—

(a) number held in class: 83,335,936

(b) percentage held in class: 8.892%

(c) current registered holder(s): Tomlinson Group HGH Limited

(d) registered holder(s) once transfers are registered: not applicable

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the

relevant interest in the derivative: not applicable


2

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure: On 6 March 2025, Harrogate

Trustee Limited transferred all of its shares in Heartland Group Holdings Limited (Heartland)

to Tomlinson Group HGH Limited (Tomlinson Group), a wholly owned subsidiary of Harrogate

Trustee Limited, with no change to the underlying beneficial ownership.

Following completion of the transfer:

• Tomlinson Group is the registered holder of 83,335,936 Heartland ordinary shares and

began to have a substantial shareholding in Heartland;

• Harrogate Trustee Limited, as the sole shareholder of Tomlinson Group, is deemed to

continue to have a relevant interest in the Heartland ordinary shares held by Tomlinson

Group; and

• Gregory Raymond Tomlinson is deemed to continue to have a relevant interest in the

Heartland ordinary shares held by Tomlinson Group.

Additional information

Address(es) of substantial product holder(s): 72a Maxwell Road, Blenheim, 7201, New

Zealand

Contact details: Lisa Alexander, Tomlinson Group

Group Counsel

lisa@tomlinsongroup.co.nz

Tel +64 3 577 8606

Nature of connection between substantial product holders: not applicable

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Harrogate Trustee Limited and Gregory Raymond

Tomlinson

Certification

I, Lisa Maree Alexander, certify that, to the best of my knowledge and belief, the

information contained in this disclosure is correct and that I am duly authorised to make

this disclosure by all persons for whom it is made.

---

1
Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Heartland Group Holdings Limited

Relevant event being disclosed: Change in nature of relevant interest

Date of relevant event: 6 March 2025

Date this disclosure made: 6 March 2025

Date last disclosure made: 1 November 2018

Substantial product holder(s) giving disclosure

Full name(s): Harrogate Trustee Limited, Gregory Raymond Tomlinson

Summary of substantial holding

Class of quoted voting products: Ordinary shares

Summary for Harrogate Trustee Limited and Gregory Raymond Tomlinson

For this disclosure,—

(a) total number held in class: 83,335,936

(b) total in class: 937,419,279

(c) total percentage held in class: 8.892%

For last disclosure,—

(a) total number held in class: 83,335,936

(b) total in class: 937,419,279

(c) total percentage held in class: 8.892%

Details of transactions and events giving rise to Substantial Holding:

Details of the transactions or other events requiring disclosure: On 6 March 2025, Harrogate

Trustee Limited transferred all of its shares in Heartland Group Holdings Limited (Heartland)

to Tomlinson Group HGH Limited (Tomlinson Group), a wholly owned subsidiary of Harrogate

Trustee Limited, with no change to the underlying beneficial ownership.

Following completion of the transfer:

• Tomlinson Group is the registered holder of 83,335,936 Heartland ordinary shares and

began to have a substantial shareholding in Heartland;

2
• Harrogate Trustee Limited, as the sole shareholder of Tomlinson Group, is deemed to

have a relevant interest in the Heartland ordinary shares held by Tomlinson Group; and

• Gregory Raymond Tomlinson is deemed to continue to have a relevant interest in the

Heartland ordinary shares held by Tomlinson Group.

Details after relevant event

Details for Harrogate Trustee Limited

Nature of relevant interest(s): Harrogate Trustee Limited is deemed to have a relevant

interest in the Heartland ordinary shares held by Tomlinson Group because it is the sole

shareholder of Tomlinson Group.

For that relevant interest,—

(a) number held in class: 83,335,936

(b) percentage held in class: 8.892%

(c) current registered holder(s): Tomlinson Group HGH Limited

(d) registered holder(s) once transfers are registered: not applicable

For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the

relevant interest in the derivative: not applicable

Details for Gregory Raymond Tomlinson

Nature of relevant interest(s): Gregory Raymond Tomlinson is deemed to have a relevant

interest in the Heartland ordinary shares held by Tomlinson Group because Tomlinson

Group is accustomed to act in accordance with Gregory Raymond Tomlinson's directions,

instructions, or wishes.

For that relevant interest,—

(a) number held in class: 83,335,936

(b) percentage held in class: 8.892%

(c) current registered holder(s): Tomlinson Group HGH Limited

(d) registered holder(s) once transfers are registered: not applicable

3
For a derivative relevant interest, also—

(a) type of derivative: not applicable

(b) details of derivative: not applicable

(c) parties to the derivative: not applicable

(d) if the substantial product holder is not a party to the derivative, the nature of the

relevant interest in the derivative: not applicable

Additional information

Address(es) of substantial product holder(s): 72a Maxwell Road, Blenheim, 7201, New

Zealand

Contact details: Lisa Alexander, Tomlinson Group

Group Counsel

lisa@tomlinsongroup.co.nz


Tel: +64 3 577 8606


Nature of connection between substantial product holders: Gregory Raymond Tomlinson is

the joint holder of 100% of the shares in Harrogate Trustee Limited and Harrogate Trustee

Limited or its directors are accustomed to act in accordance with Gregory Raymond

Tomlinson's directions, instructions, or wishes.

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Tomlinson Group HGH Limited

Certification

I, Lisa Maree Alexander, certify that, to the best of my knowledge and belief, the

information contained in this disclosure is correct and that I am duly authorised to make

this disclosure by all persons for whom it is made.

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.

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