Heartland confirms satisfaction of initial conditions

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 1
NZX/ASX release
15 June 2026

Heartland confirms satisfaction of initial conditions for
proposed TSB transaction

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) is pleased to provide an update in relation to
its proposal to acquire from Toi Foundation all TSB Bank Limited (TSB) shares on issue, and subsequently
merge Heartland Bank Limited (Heartland Bank) and TSB to create TSB Heartland Bank Limited.
See Heartland’s announcement dated 2 June 2026 for more information about the proposed transaction.
Confirmatory due diligence has been completed by Heartland and Toi Foundation, and all due diligence
conditions have been satisfied. A Warranty and Indemnity (W&I) deed was executed on 14 June 2026, and
W&I insurance has been obtained by both parties.
The proposed merger continues to target completion in December 2026, subject to satisfaction of the
remaining conditions in the merger implementation agreement, including Taranaki community consultation by
Toi Foundation, Toi Foundation trustee approval, Heartland shareholder approval and any necessary New
Zealand and Australian regulatory approvals.
– ENDS –

The person who authorised this announcement:
Andrew Dixson, Chief Executive Officer

For further information and media enquiries, please contact:
Nicola Foley, Head of Corporate Communications & Investor Relations
+64 27 345 6809, nicola.foley@heartland.co.nz
Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland, New Zealand

About Heartland
Heartland is an Australasian financial services group providing specialist banking products to New Zealanders
and Australians. Heartland is listed on the New Zealand and Australian stock exchanges under the HGH ticker
(NZX/ASX: HGH). Through its various predecessors, Heartland has a long history in financial services, stretching
back to Ashburton, New Zealand in 1875.

Today, Heartland is the listed holding company for two banks – Heartland Bank in New Zealand and Heartland
Bank Australia. Each bank is focused on providing specialist banking products to enable better lives for New
Zealanders and Australians. In both countries, these products include Reverse Mortgages, Livestock Finance,
and Savings and Deposits. In New Zealand, Heartland Bank also offers Motor Finance and Asset Finance.

Heartland’s role as the listed parent company is to ensure capital is allocated to the parts of its business which
generate strong returns, and to set the strategy and risk appetite within which the group operates. This
enables Heartland to maximise shareholder returns and for each bank to enhance the value it offers customers
by helping more New Zealanders and Australians with their specialist banking needs.

More: heartlandgroup.info