HGH publishes Annual Report, Climate Statement, AGM date

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

NZX/ASX release
29 September 2026

Heartland publishes Annual Report, Climate Statement, and
date of Annual Meeting

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has today published its Annual
Report and Climate Statement for the year ended 30 June 2026 (FY2026), and confirmed the date for
its 2026 Annual General Meeting (Annual Meeting).

Annual Report
Heartland’s FY2026 Annual Report is available at heartlandgroup.info and will be sent to
shareholders if requested. A copy is attached.

Climate Statement
Heartland’s FY2026 Climate Statement is available at heartlandgroup.info. A copy is attached.

Annual Meeting date
Heartland advises that its Annual Meeting will be held online and in-person in Auckland, New
Zealand on Friday 13 November 2026, commencing at 10.00am NZDT.

More details relating to the meeting will be advised in a Notice of Meeting to be sent to all
shareholders and available at heartlandgroup.info in due course.

Director nominations
For the purposes of NZX Listing Rule 2.3.2, Heartland advises that the closing date for director
nominations for its Annual Meeting is Tuesday 13 October 2026. All nominations must be received
by 5.00pm (NZDT) on that date.

Nominations may only be made by a security holder entitled to attend and vote at the meeting and
should be accompanied by written consent of the person being nominated.

Any nominations should be sent to Heartland at PO Box 9919, Newmarket, Auckland 1149, for the
attention of the Chief Legal Officer.

– ENDS –

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

For further information, 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

---

Annual Report 2026

The handwritten script reproduced across
these covers comes from the first minute
book of the Ashburton Permanent Building
& Investment Society, founded in 1875.
From those early beginnings, with £233 in
mortgage lending in its first year, Heartland
has evolved through 150 years of change into
a trans-Tasman banking group. The script is a
direct connection to Heartland's origins and a
tribute to the resilience, aspiration and enduring
trust that has shaped Heartland's journey.

Greg Tomlinson
Chair and Non-Independent, Non-Executive Director
John Harvey
Independent, Non-Executive Director
This Annual Report of Heartland Group Holdings Limited (Heartland) is dated
29 September 2026 and is signed on behalf of the Board of Directors by:
Contents
01 Year in review 2
Chair and CEO's report 3
FY2026 results at a glance 8
150 years of helping New Zealanders
unlock opportunity 10
Leadership through market insight 14
02 Who we are 17
Our business 18
Our directors 20
Our management 32
03 Sustainability 34
Environment 36
People 37
Financial wellbeing 45
04 Disclosures 47
Corporate governance 48
Directors' disclosures 67
Remuneration report 71
Shareholder information 90
Other information 91
05 Financial results 92
Financial commentary 93
Financial statements 98
Auditor's report 174
06 Directory 180
07 Glossary 182

01
year in review year in review

3
The financial year ended 30 June 2026 (FY2026) was an important year
for Heartland.
Following the reset, change and integration undertaken in the
financial year ended 30 June 2025 (FY2025), we made clear progress in
strengthening the foundations of the business. Profitability improved,
margins expanded and asset quality strengthened. We also progressed
important technology programmes across both banks, Heartland Bank
Limited (Heartland Bank) successfully concluded its non-strategic
asset (NSA) realisation programme and we announced the proposed
acquisition of TSB Bank Limited (TSB) and subsequent merger of
Heartland Bank and TSB (the Proposed Transaction).
Heartland is in a much stronger position than it was a year ago.
The work undertaken to improve the quality of our lending, focus
on efficient use of capital and simplify our operating platforms is
beginning to support improved returns. Our focus for the year ending
30 June 2027 (FY2027) is to build on that progress and convert it into
sustainable growth and further improvement in shareholder returns.
Greg Tomlinson
Chair and Non-Independent,
Non-Executive Director
Andrew Dixson
Chief Executive Officer (CEO)
Chair and CEO's report
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1 Certain financial measures are presented on a reported and underlying basis. Reported financial measures are prepared in accordance with
NZ generally accepted accounting practice (GAAP) and include the impacts of positive and negative one-offs, which can make it difficult
to compare performance between periods. Underlying financial measures (which are non-GAAP financial information) exclude Proposed
Transaction costs, the impact of the Heartland Bank Australia Reverse Mortgage commissions accounting methodology update, fair value
changes on equity investments held and other one-off non-recurring costs. The use of underlying results is intended to allow for easier
comparability between periods and is used internally by management for this purpose. A reconciliation of FY2026 and FY2025 reported
results to underlying results, and a detailed comparison between FY2026 and FY2025 reported and underlying financial information can be
found in Heartland's FY2026 investor presentation (IP) available at heartlandgroup.info.
2 Industry average arrears are based on auto arrears as at June 2026, reported by Centrix in its Credit Insights Report, July 2026.
YEAR IN REVIEW
4
Financial performance
Heartland reported net profit after tax (N PAT)
of $93.2 million for FY2026, compared with
$38.8 million in FY2025. Underlying NPAT was
$90.4 million, up from $46.9 million in FY2025.¹
Return on equity (ROE) was 7.3%, while
underlying ROE increased by 286 basis
points (bps) to 7.1%. These results met all
of Heartland's underlying FY2026 guidance
metrics and represent a meaningful
improvement from the position at the end of
FY2025.
The result was driven by stronger margins
and better asset quality. Average net
interest margin (NIM) was 3.95%, while
average underlying NIM increased 36 bps
to 3.98%. The quality of the balance sheet
also improved. The impairment expense
ratio decreased 55 bps to 0.45%, supported
by the material improvement in Heartland
Bank 's asset quality. Through FY2026,
Heartland Bank cleared all Motor Finance non-
performing loans (NPLs) more than 180 days
past due, and arrears remained below the
industry average.² Heartland Bank's overall
NPL ratio improved by 129 bps to 1.92%. This
progress reflects the successful realisation
of NSAs and more prescriptive approach
to collections, recoveries and write-offs
introduced during FY2025.
More information about Heartland's financial
performance is provided in the Financial
commentary section and the Financial
Statements in this Annual Report.
Strengthening capital efficiency
Heartland remains well placed to support
organic growth, with excess capital held
across Heartland and its subsidiaries
(the Group).
As part of our strategy to allocate capital to
the areas of our business which can generate
attractive risk-adjusted returns, in 2024 we
identified a portfolio of assets that were no
longer a strategic fit for the organisation.
This formed our NSA realisation programme
to run down, sell or otherwise exit these
assets to enable capital to be redirected to
fund growth. The NSA realisation programme
successfully concluded in FY2026. The value
of NSAs reduced by $270.7 million during the
year, releasing $31.7 million of available capital.
The programme achieved a 94% recovery
rate and the residual portfolio has returned to
business-as-usual management.
In addition, the Reserve Bank of New
Zealand 's (RBNZ) final capital settings for
deposit takers announced in December
2025 are expected to benefit Heartland Bank
through lower Tier 1 and total capital ratio
requirements, the removal of Additional Tier
1 capital instruments, and more granular
and reduced risk weights. The RBNZ is
also expected to review reverse mortgage
risk weights prior to the end of calendar
year 2026, and Heartland Bank intends to
participate in this review.
Separately, effective 1 March 2026, the
RBNZ reduced Heartland Bank's transitional
capital overlay (imposed after the acquisition
of what is now Heartland Bank Australia
Limited (Heartland Bank Australia)) from
2.0% to 0.5%. The reduction reflected the
completion of integration activities in relation
to Heartland Bank Australia, stronger trans-
Tasman oversight arrangements and an
improvement in the overall risk profile of the
Banking Group. The remaining capital overlay
is expected to remain in place until the RBNZ
implements a formal Group Supervision Policy
for deposit takers under the Deposit Takers
Act 2023 (which is expected to come into
force on 1 December 2028).
As at 30 June 2026, the Banking Group held
approximately $110 million of regulatory
capital in excess of expected regulatory
requirements. Applying Heartland Bank's
expected risk-weight changes to the 30
June 2026 balance sheet, the excess was
approximately $160 million.
Technology transformation
programmes
Technology transformation is central to
Heartland Bank and Heartland Bank Australia

5
achieving scalable growth. Heartland has
invested in technology programmes in New
Zealand and Australia to transform the
technology and operating environments
for this purpose. During FY2026, each bank
reached important milestones, including
the launch of Reverse Mortgages onto their
respective new platforms.
These programmes are intended to simplify
the technology environment, automate more
processes, improve employee, customer
and intermediary experiences, reduce
legacy complexity and enable both banks
to grow without a corresponding increase
in operating costs. In FY2027, the focus will
be on continuing this work, including further
migration, automation and improvements to
customer self-service.
For more information, refer to Heartland's
FY2026 financial results investor presentation
available at heartlandgroup.info.
Creating a larger
New Zealand bank with
a regional focus
In June 2026, Heartland announced a
proposal to acquire all of the shares in
TSB from Toi Foundation for an aggregate
consideration of $620 million and
subsequently merge Heartland Bank and TSB.
If completed, the merged bank will be called
TSB Heartland Bank.
The Proposed Transaction would combine
Heartland Bank's specialist lending expertise
with TSB 's established transactional banking
capabilities and cost-effective funding
platform. It is intended to create a New
Zealand challenger bank of scale, with a
regional focus and greater ability to serve
customers throughout their financial lifecycle
and deliver improved financial returns.
For Heartland shareholders, the Proposed
Transaction would build scale, improve
operating leverage and create estimated
ongoing cost synergies of approximately
$34 million per annum before tax once fully
realised. These estimates are management
estimates and remain subject to execution,
regulatory requirements, market conditions
and final integration design.
The Proposed Transaction remains subject
to the conditions set out in the merger
implementation agreement dated 1 June
2026, including Heartland shareholder
approval and necessary regulatory approvals.
Our Special Shareholder Meeting is
scheduled for 30 September 2026.
For further information about the Proposed
Transaction, see the Notice of Meeting and
other materials published by Heartland on 31
August 2026 and available at heartlandgroup.
info/shareholder-meetings.
Board updates
Heartland Bank Australia
On 2 April 2026, Geoff Summerhayes retired
from the Heartland Bank Australia Board.
Geoff served as a Director of Heartland
from 2021 until he was appointed Chair and
Independent Non-Executive Director of
Heartland Bank Australia when the bank's
board was established on 30 April 2024.
On behalf of the Board, we extend
our sincere thanks and appreciation
to Geoff for his leadership during the
acquisition and integration of what
is now Heartland Bank Australia.
On 2 April 2026, Lyn McGrath, was appointed
Chair of Heartland Bank Australia. Lyn has
served as an Independent Non-Executive
Director on the Heartland Bank Australia
Board since it was established, having
previously been a director of Challenger Bank
Limited from February 2022. With over 30
years of experience in financial services, Lyn
brings a wealth of experience and knowledge
gained from managing businesses in highly
regulated and complex ASX 100 organisations.
Following the successful integration of
Heartland Bank Australia into the Group,
on 25 March 2026, Leanne Lazarus,
Heartland Bank CEO, resigned from the
Heartland Bank Australia Board to focus
solely on leading Heartland Bank's New
Zealand banking activities. Leanne had
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YEAR IN REVIEW
6
3 The dividend payout ratio will be determined based on reported NPAT excluding any exceptional items disclosed where applicable, and is
subject to the Board considering Heartland's capital needs, ROE accretive growth opportunities, balance sheet flexibility and financial
performance.
4 Financial measures presented on a reported basis are prepared and presented in accordance with NZ GAAP and include the impacts of
positive and negative one-offs. Heartland's FY2027 guidance has been set using a foreign currency exchange rate of 1.2055, which is based
on a published forecast from a New Zealand economist.
served as a Non-Independent Non-
Executive Director since the Heartland
Bank Australia Board's establishment.
On 17 June 2026, Simon Beckett was
appointed as an Independent Non-Executive
Director of Heartland Bank Australia. Simon
brings more than 30 years' financial services
experience across Australia, New Zealand
and international markets, with expertise
in risk, strategy and commercial growth.
He remains on the Heartland Board as an
Independent Non-Executive Director.
Sustainability
As a trans-Tasman banking group,
Heartland's sustainability framework
focuses on environmental, social and
financial wellbeing. In FY2026, we continued
to strengthen the way sustainability
is embedded across the Group.
Our environmental work focuses on
integrating climate-related risk into lending
decisions, supporting borrowers' transition
to a net-zero economy and embedding
sustainability into our operations. During
the year, Heartland Bank enhanced its
assessment of physical climate risks,
including exposures to natural hazards,
while Heartland Bank Australia introduced
its Sustainability Strategy and Sustainability
Position Statement, supported by a new
Management Sustainability Committee.
We also continued to support financial
wellbeing through our specialist products
and enhanced scam and fraud protections.
Our commitment to people and communities
was reflected in Heartland Bank's internship
programme, new graduate programme,
Heartland Bank Australia's strengthened
customer feedback programme, and in
grants distributed by the Heartland Trust to
organisations and community groups across
New Zealand.
Further information about Heartland's
sustainability progress, climate-related
risks and opportunities, emissions and
targets are provided in the Sustainability
section of this Annual Report and the
FY2026 Climate Report available at
heartlandgroup.info/sustainability.
Shareholder return
The improvement in earnings was reflected in
higher underlying earnings per share (EPS),
which increased to 9.6 cps in FY2026 from 5.0
cps in FY2025. Underlying ROE was 7.1% for
the year.
The Board resolved to pay a fully imputed final
dividend of 3.5 cps on Friday 11 September
2026 to all shareholders on Heartland's
share register as at 5.00pm NZST on Friday
28 August 2026. This took the total FY2026
dividend to 7.0 cps, up from 4.0 cps in FY2025.
The payout ratio of 73% was in excess of
Heartland's target dividend payout ratio of
at least 50% of underlying NPAT, reflecting
Heartland's strong capital position.
The Board continues to target a total dividend
payout ratio of at least 50% of NPAT in FY2027.
3
FY2027 outlook
Our priority for FY2027 is to continue
improving shareholder returns by increasing
ROE to at least 7.5% and lifting NPAT to at
least $102 million.
4

This guidance is provided on a reported
basis and excludes costs related to the
Proposed Transaction. We intend to
take this approach to guidance and the
presentation of Heartland's financial results
going forward, with any exceptional items
disclosed where applicable. Guidance
will be updated on completion of the
Proposed Transaction to reflect the impact
of the merger of Heartland Bank and TSB,
subject to all conditions being satisfied.
To achieve this, we must build and acquire
scale. A key priority is accelerating growth
in our core lending portfolios, including
targeting Reverse Mortgage growth of more
than 18% in both New Zealand and Australia.
Successful completion of the Proposed
Transaction, and the subsequent integration
of Heartland Bank and TSB, would provide
immediate scale to the New Zealand bank.

7
Alongside this, we will progress the next
phase of technology transformation for
Heartland Bank and Heartland Bank Australia
to improve operating leverage and support
future growth.
These priorities are supported by Heartland's
strong capital position. Once the expected
RBNZ risk-weighted assets changes are
embedded, and if the Proposed Transaction
is approved and completed, we intend to
allocate excess capital to opportunities
that support scale, growth and improved
shareholder returns.
FY2026 was a year of meaningful progress for
Heartland. Our objective for FY2027 is to build
on the stronger foundation established
over the past two years to increase
scale, improve efficiency and deliver
more sustainable returns.
We recognise that the operating environment
remains competitive and that economic
conditions continue to affect parts of the
business, particularly Asset Finance.
We will continue to manage these
challenges through disciplined lending,
active asset quality management
and careful capital allocation.
On behalf of the Board, we thank our
customers for their continued trust and
our employees for the commitment and
care they show in supporting customers
every day. We also acknowledge the
ongoing support of our shareholders.
The progress made this year reflects
the contribution of many people across
Heartland and provides a stronger base for
the next stage of the Group's development.
Greg Tomlinson
Chair of the Board
Andrew Dixson
CEO
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YEAR IN REVIEW
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FY2026 results at a glance
1 Includes the impact of changes in foreign currency exchange (FX) rates.
2 Compound annual growth rate (CAGR) for the five-year period from 1 July 2021 to 30 June 2026, including FX impacts.
Net profit after tax
$
93.2m
$
38.8m
95.1
FY23
47.5
47.6
4 7 .1
49.0
95.9
FY24
48.7
47.2
54.7
55.5
74.5
38.8
93.2
102.7
46.9
90.4
110.2
96.1
37.6
36.9
52.7
50.0
35.2
44.4
3.6
48.8
10.7
36.2
46.1
44.3
FY22
Underlying NPAT $90.4mUnderlying NPAT $46.9m
FY26FY25
H2H2H1H1
ReportedUnderlying
$m
$b
Receivables¹
$
7. 8 0b
$
7.1 6b
Five-year
CAGR
2

9.2%
FY22FY24
6.79
FY25FY26
7.247 .1 6
7.80
6.20
FY23
FY26FY25
FY25FY26

9
3 Includes the impact of changes in FX rates. Excluding the impact of changes in FX rates, FY2026 Receivables grew 3.9% from FY2025.
Receivables also includes Reverse Mortgages.
4 NIM is calculated using monthly average interest earning assets, a change from prior periods which used a spot-to-spot June average.
Earnings per share
4.1
cps
9.9
cps
Underlying EPS 5.0cps
Underlying EPS 5.0cps
FY25
FY26
Return on equity
3.2
%
7. 3
%
Underlying ROE 7.1%
Underlying ROE 4.2%
FY25
FY26
Net interest margin
4
3.61
%
3.95
%
Underlying NIM
2
3.98%
Underlying NIM 3.61%
FY25
FY26
4.0
cps
7. 0
cps
Total dividend for the year
FY25
FY26
59.6
%
5 4.1
%
Underlying CTI ratio 54.6%
Underlying CTI ratio 56.2%
Cost-to-income ratio
FY25
FY26
-1.2
%
9.1
%
Receivables growth
3
FY25
FY26
FY2026 Receivables $7.80b
FY2025 Receivables $7.16b
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YEAR IN REVIEW
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150 years of helping
New Zealanders unlock
opportunity
Heartland Bank's specialist banking model is built around practical solutions for New Zealanders'
important financial moments. Whether helping retirees remain in their home, backing farmers
through seasonal change, supporting motor dealers to keep vehicles moving, or helping small
business owners fund essential equipment, Heartland Bank is focused on practical solutions for
the moments that matter.
That focus is grounded in a long history. In 2025, Heartland marked 150 years of providing banking
and finance solutions to New Zealanders, while looking ahead to the next phase of its journey as
a modern, specialist bank.
Reverse Mortgage customers Dave and Adrienne

11
A bank built around real needs
With deep roots in New Zealand's financial
landscape, Heartland Bank's story began
more than 150 years ago with the founding
of the Ashburton Permanent Building &
Investment Society in 1875.
Over the decades, a series of strategic
mergers created what is known today
as Heartland Bank. Then, in 2024,
Heartland Bank became the first New
Zealand registered bank to acquire
an Australian bank, now known as
Heartland Bank Australia - demonstrating
Heartland Bank's continued strength
and ambition to do things differently.
Today, Heartland Bank remains 100%
New Zealand operated and managed. Its
core products are deliberately focused
on areas where specialist knowledge can
make a difference: Reverse Mortgages,
Rural and Livestock Finance, Motor
Finance, Asset Finance, and Savings and
Deposits. These products are delivered
through a combination of experienced
people and scalable digital platforms.
Leanne Lazarus, Heartland Bank New Zealand
CEO, said the bank's heritage continues to
shape its approach.
“For a century and a half,
we have been helping New
Zealanders navigate some of
their most important financial
moments. Our uniquely
Kiwi heritage remains the
cornerstone of a specialist
banking model designed to help
customers unlock opportunity.”
As the bank grows, its focus remains on
applying specialist knowledge where it can
make the greatest difference for customers
– with practical products and straightforward
experiences designed around real needs.
Reverse Mortgages:
flexibility in retirement
Reverse Mortgages are one of Heartland
Bank 's largest and most established
specialist products. They allow eligible
homeowners to access some of the equity
in their home while continuing to own and
live in it, with no required repayments until
the last borrower leaves the property.
In FY2026, Reverse Mortgage Receivables
grew 16.8% to $1.44 billion, while new
business volumes rose 35.3% compared with
FY2025. More than 28,900 New Zealanders
have now used a Heartland Bank Reverse
Mortgage to help fund retirement.
The reasons customers use a Reverse
Mortgage are as individual as their
circumstances. Home maintenance and
paying off existing debt remain the two most
common uses. Holidays and replacing a car
are now more popular than drawing extra
income compared with FY2025, reflecting
the range of ways customers are seeking
flexibility as living costs rise.
For Dave and Adrienne, a Reverse Mortgage
helped make it possible to return to New
Zealand after 19 years overseas.
“Walking into Heartland Bank’s
Christchurch branch that day
was the best thing we ever
did,” Adrienne said. “The whole
process was seamless.”
The couple used funds to improve their home,
including adding a pagoda, raised gardens
and power to the garage. Just as important
was the reassurance of financial freedom,
with access to further funds if needed. “If you
need more money, they're just a phone call
away,” they said. “Knowing it's there when you
need it is such a good feeling.”
For Anne, a Reverse Mortgage provided
support after her wife's death brought both
emotional loss and a significant reduction in
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YEAR IN REVIEW
12
household income. It helped her move home,
manage everyday expenses and regain a
sense of control.
“I was surprised how easy it
was,” Anne said. “The bank
made it very straightforward.”
Heartland Bank takes its duty of care
seriously. Its Reverse Mortgages include a
lifetime occupancy promise, a no negative
equity guarantee, a loan repayment
promise of no repayments until the last
occupant leaves the property and voluntary
repayments without penalty. Independent
legal advice is required and customers are
encouraged to seek independent financial
advice and discuss their decision with family.
Will White, General Manager Retail and
Reverse Mortgages, said
“Reverse mortgages are not for everyone, but
they are increasingly seen as an option for
those who wish to remain in their own homes
and need to fund extra expenses”.
Heartland Bank's Reverse Mortgages have
received Consumer Trusted accreditation
from Consumer NZ for ten consecutive years,
and are supported by brand ambassador Judy
Bailey, who is well known across New Zealand.
Backing productive
New Zealand
Heartland Bank's commitment to New
Zealand is also evident in its Rural and
Livestock Finance businesses. These
teams work with farmers where a specialist
understanding of seasonal cash flow,
livestock trading, investment and succession
planning is important.
In FY2026, the Rural portfolio grew 10.8% to
$675 million, ahead of reported sector growth
of 1.8%. Growth was supported by stronger
Livestock Finance intermediary partnerships,
an expanded regional presence and improved
agricultural conditions. New lending manager
roles in Southland and Taranaki have
increased the bank's reach in two important
farming regions.
Geoff Hardacre, National Manager Rural, said,
“We understand New Zealand farming, with
a focus on personal attention and service
to farming businesses with smaller, more
individualised needs where Heartland
Bank 's specialist capability is valued”.
For customers, that can mean finance for
farms, working capital, trading livestock or
capital, as well as technology investments
that support productivity. It can also mean
supporting a sustainable future for a farm as
ownership passes between generations.
In Motor Finance and Asset Finance,
the bank is similarly focused on quality,
specialist capability and efficient
processes. In FY2026, Motor Finance
Receivables grew modestly to $1.72 billion
as Heartland Bank deliberately shifted
towards higher-quality franchise lending.
A new nationwide partnership with Kia New
Zealand demonstrates the opportunity to
apply that expertise at scale. Heartland Bank
is providing funding for Kia vehicles held in
Reverse Mortgage customer Anne

13
1 Subject to Heartland shareholder approval and receipt of necessary regulatory approvals.
dealer inventory, supported by an inventory
management system that provides visibility
of nationwide stock and sold-order status.
As Alistair Scott, Chief Auto
& Asset Finance Officer,
said, “Providing cars to
New Zealanders requires a
dependable, reliable support
ecosystem that ensures a
smooth transit of cars from
dealers to customers”.
For dealers, the partnership can support
working capital and vehicle availability. For
customers, it helps create a more efficient
path from order to delivery.
The next chapter
Since forming in 2011 and becoming a
registered bank in 2012, Heartland Bank has
evolved into a specialist, proud New Zealand
bank, serving Kiwis through a distinctive
portfolio of products. Its history is much
longer, but the purpose has been consistent:
to help customers unlock opportunity
through financial products.
The proposed merger of Heartland Bank
and TSB represents the next chapter in
that progress.
1
As TSB Heartland Bank, the
merged bank would have greater scale to
support efficient growth, continue investing
in its specialist capabilities, and serve more
customers across New Zealand.
The opportunity is to build on the strong
foundations that Heartland Bank has
established, while carrying forward a legacy
of trust, service and local commitment that
began in Ashburton in 1875.
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Leadership through
market insight
For Heartland Bank Australia, true leadership extends far beyond market share – it is defined by
responsible lending, education and awareness raising, and genuine customer impact.
Heartland Bank Australia grounds its specialist model in targeted solutions designed specifically
for retirement finance and livestock funding.
Nowhere is this focus more vital than in home equity release. A joint 2026 report by Heartland
Bank Australia and Deloitte revealed that while Australians over 60 hold an estimated AU$3 trillion
in residential property, less than 1% of that wealth is currently used to support retirement.
This leaves AU$600 billion in accessible home equity sitting untapped, highlighting the immense
potential for reverse mortgages to ease financial pressure for older Australians.
Heartland Bank Australia continues to lead the market, holding over 40% of all Australian
reverse mortgages. Sector wide momentum remains strong, with AU$750 million in new lending
generated across the market in the 12 months to 30 June 2026.
YEAR IN REVIEW
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Heartland Bank Australia Customer Care Associates Tasha Siaosi and David Casamayor

15
A chance encounter:
Saving a family legacy
Sri Tummalapalli, Director of Affluence
Financials, believes finance is about a human
connection rather than technical jargon.
Having worked in banking for more than 15
years, Sri's perspective on reverse mortgages
shifted after meeting Puneet Kumar, Head
of Retail Distribution at Heartland Bank
Australia. Before this conversation, Sri had
little knowledge of reverse mortgages or how
they can empower older Australians.
"Many retirees have worked hard their whole
life but face limited cash flow," Sri said.
"They assume equity release is just another
debt. When you take the time to nurture them
without jargon, you help them realise they
can meet unexpected medical costs or home
repairs while staying independent in their
own homes."
A reverse mortgage allows Australians
over 55 to unlock their home's equity while
retaining full ownership. The product features
a voluntary repayment structure and a No
Negative Equity Guarantee – to ensure the
customer will never owe more than the value
of their home when the loan is repaid.
The true potential of the product unfolded
just 24 hours after Sri first learned about
reverse mortgages, when 89-year-old farmer
Pierre DeBondy walked into his office.
Pierre was facing the painful reality of an
upcoming auction on his beloved Mirboo
cattle property, his very first farm he had
ever bought.
Managing three properties alongside his
primary residence, Pierre needed a financial
solution to resolve his debt without being
forced to sell his cherished land to save
his home.
Sri contacted Puneet to explore whether
Pierre could unlock equity through a reverse
mortgage on his primary residence.
Working with Pierre, Heartland Bank Australia
approved and settled the loan, allowing Pierre
to clear the outstanding debt and cancel
the auction of his Mirboo property just days
before it was set to begin.
"It was a miracle," Pierre said. "The timing
was brilliant, and it wiped out those bank
loans so I didn't have to sell my farm to
stay in my home. Thanks to Heartland,
I was able to keep all my properties."
Pierre, who is far from retired, actively works
on his farms. Having spent years designing
and building spec homes, he understands the
true value of building a home.
Stories like Pierre's are a powerful reminder of
the difference specialist lending can make.
In its June 2026 Voice of the Customer survey
of over 1,000 Reverse Mortgage borrowers,
Heartland Bank Australia recorded an 85%
Customer Satisfaction (C SAT) score and a
Net Promoter Score (NPS) of +49.
Ninety per cent of respondents confirmed
their loan met expectations. Strong customer
sentiment also extended into Heartland Bank
Australia's deposit suite, which recorded a
77% CSAT and an NPS of +20.
Sri Tummalapalli
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YEAR IN REVIEW
16
Empowering
intergenerational growth
This same spirit of partnership drives
Heartland Bank Australia's livestock finance
business, StockCo by Heartland Bank
Australia. For regional producers navigating
seasonal volatility and rising land values,
traditional banking approved timeframes
often cost valuable trading opportunities.
In Gundagai, New South Wales, fourth-
generation producer David Graham first
discovered StockCo by Heartland Bank
Australia during a casual conversation
at a South Island pub while on holiday in
New Zealand.
"When I came home, I immediately
made enquiries and met with a StockCo
representative, who I still deal with
today, and the facility was set up
within seven days through a very
user-friendly process," David said.
David is a retired chartered accountant who,
with his family, runs a self-replacing Angus
herd, a Merino operation with crossbred
lambs, and trades steers when seasonal
market conditions allow. Flexible livestock
financing is a vital tool across his business.
"Our children live and breathe it, and
they're keen to keep the intergenerational
legacy going," he said.
"Having a fully funded facility
in place lets us buy and trade
cattle quickly when seasonal
and market opportunities
appear, and it’s an important
part of the overall financing
package of the business.
Livestock markets go up and
down but with StockCo we’ve
always been able to navigate
those cycles smoothly
through open and transparent
communication."
By backing David's trading operations and
protecting cash flow, StockCo by Heartland
Bank Australia's flexible funding has helped
lay the groundwork for his children to step in
and carry the family legacy forward.
According to Emma Grigg, Senior Agri Finance
Manager at StockCo by Heartland Bank
Australia, supporting producers like David is
deeply personal. Having grown up on a beef
cattle property she spent over 25 years in
agribusiness banking, and joined Heartland
Bank Australia's StockCo team to move away
from traditional loan products.
"Growing up on a farm gave me a deep
appreciation for the livestock industry and
those who produce our food," Emma said.
"Managing David's account is incredibly
rewarding. For every five dollars of margin
generated from StockCo funded livestock,
David retains four dollars while providing the
feed, land and expertise, capturing 80% of
the return."
Without careful planning, succession
can create challenges for families,
business operations, and local
communities Emma reflected.
A well-structured succession plan
supported by flexible livestock finance is
critical to protecting business value and
ensuring a smooth transition between
generations. This outcome represents
both a core value and a key strategic
focus for Heartland Bank Australia.
who we arewho we are
Emma Grigg

02
who we arewho we are

WHO WE ARE
18
Our business
Our people
Male 49
.76%

Female 49
.60%

Gender diverse 0
.16%
Not stated 0
.48%
Locations
Employee break down by entity¹
Heartland Group Holdings Limited 11
Heartland Bank Limited 474
Heartland Bank Australia Limited 140
Total employee count¹
625
1
.6%

Customer %
increase YoY
11,956
Shareholders
12
NZ Banking
$
4.23bAU Banking
A$
2.45b
NZ Banking
$
0.0bAU Banking
A$
0.42b
NZ Banking
$
0.17bAU Banking
A$
0.05b
Our funding & capital
637
100
16.57%
NZ Banking
(NZ$m)
310
50
19.27%
AU Banking
(AU$m)
CET1
Tier 2
Heartland remains well placed to cater for organic growth with excess capital held across
the Group.
Retail deposits
Bonds and notes
Wholesale facilities
$
7. 2 1b
$
0.18b
$
0.56b
1 Includes all permanent, fixed term and casual employees of the Group as at 30 June 2026.

19
AU Banking
Total coreA$2.62b
Total non-coreA$17m
TOTALA$2.64b
NZ Banking
Total core$4.48b
Total non-core$115m
TOTAL$4.59b
2 All lending portfolio figures exclude FX impact. Core Lending includes
core product sets (Reverse Mortgages, Motor Finance, Business
Finance and Rural in New Zealand; Reverse Mortgages and Livestock
Finance in Australia). Non-core Lending includes product sets which
are in run down, including NSAs in New Zealand.
3 Motor Finance includes Wholesale Lending.
4 Business Finance includes Asset Finance and Business Relationship.
Excludes NSAs.
5 Rural includes Rural Relationship, Rural Direct and NZ Livestock
Finance loans. Excludes NSAs.
6 NSAs include loans in Business, Rural and Home Loans.
7 Unsecured Lending includes Personal Lending and Open for Business
which are winding down.
8 Other AU includes Home Loans and Consumer & Other loan portfolios
acquired through the authorised deposit-taking institution (ADI)
which are in run down.
9 Including the impact of changes in FX rates. Receivables also includes
Reverse Mortgages.
Total
Receivables
9
$
7. 8 0 b
Our lending
2
NZ
NSAs⁵ $77m (1.7%)Unsecured Lending⁶ $38m (0.8%)
Motor
Finance
3
$1,720m
(37.5%)
Reverse Mortgages
$1,441m (31.4%)
Rural
5
$675m
(14.7%)
Business

Finance
4
$639m
(13.9%)
Non-core Lending
$115m (2.5%)
Core Lending
$4.48b (97.6%)
As at 30 June 2026.
AU
Other
8
A$17m (0.6%)
Non-core Lending
A$17m (0.6%)
Core Lending
A$2.62b (99.2%)
Livestock
Finance
A$250m (9.5%)
Reverse Mortgages
A$2,371m (89.8%)
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WHO WE ARE
20
Heartland Group Board
Greg Tomlinson
Chair and Non-Independent Non-Executive Director
Greg was appointed on 31 October 2018. He is a member of
Heartland's Audit and Risk Committee, and Corporate Governance,
People, Remuneration and Nominations Committee.
Greg is a Christchurch-based businessman and investor with 40
years ' experience owning, managing and building businesses. He
established Tomlinson Group Holdings with active investments in
the aged care, animal pharmaceutical, finance and wine sectors.
Greg is director of several public and private companies, including
Oceania Healthcare, Argenta, and is Chair of Indevin Group.
Greg and his wife Jill support a variety of charities in New Zealand
and abroad.
Kate Mitchell
Independent Non-Executive Director
Kate was appointed on 28 October 2021. She chairs Heartland's
Sustainability Committee and is a member of the Audit and Risk
Committee.
Prior to moving to New Zealand in 2014, Kate spent 20 years working
in investment banking in the UK with various firms including Merrill
Lynch, Goldman Sachs and Deutsche Bank, where she held a variety
of senior client coverage and management roles. She has extensive
experience in developing solutions for clients, particularly in the
areas of financial risk management, structured financing and
investments.
Kate is a director of several public and private companies, including
Heartland Bank, Christchurch International Airport, the A2 Milk
Company Limited, and Zentera Wool Company Limited.
Our directors
As at the date of this Annual Report. Refer to page 30 for icon key.

21
Rob Bell
Independent Non-Executive Director
Rob was appointed on 27 June 2024. He chairs Heartland's
Corporate Governance, People, Remuneration and Nominations
Committee.
Rob is an accomplished banking executive with 25 years'
experience in senior leadership roles in the financial services
industry, with a deep understanding of banking, digital and growth
strategies.
As the founding CEO of 86 400, Australia's first digital only bank
designed for mobile, Rob led the building, launch, scaling and
ultimately successful sale of 86 400 to National Australia 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 a director and Chair of leading payment services provider
Monoova, and Advisory Board Chair of Australian sports technology
company Liveheats.
John Harvey
Independent Non-Executive Director
John was appointed on 30 April 2024. He chairs Heartland's Audit
and Risk Committee, and is a member of the Corporate Governance,
People, Remuneration and Nominations Committee.
John brings extensive experience in financial services, including NZX
listings, mergers and acquisitions, and financial reporting. He was a
partner of PricewaterhouseCoopers (PwC) for 23 years, where he
held a number of management and governance responsibilities, until
his retirement in 2009.
Since his retirement from PwC, John has pursued a career as an
independent director and has previously been a director of Stride
Property, Investore Property, Napier Port Holdings, Kathmandu
Holdings, APN News and Media, Ballance Agri-Nutrients, and NZ
Opera. He is currently a director of Heartland Bank and Napier Port.
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WHO WE ARE
22
Simon Beckett
Independent Non-Executive Director
Simon was appointed on 27 June 2024.
With over 30 years' experience in the financial services sector,
Simon is an experienced Non-Executive Director and Chair,
specialising in mergers and acquisitions, capital raising, local
growth and international expansion. He has held executive
leadership positions with multinational organisations including
General Electric, Wells Fargo and Cerberus, with expertise across
risk, strategy and commercial functions in the USA, UK, Europe,
Asia, Australia and New Zealand.
Simon has a proven track record helping CEOs and Executive teams
build and grow businesses. His most recent executive role was
with Angle Auto, a Cerberus company, where he supported the
acquisition of the Motor Finance business from Westpac, initially
serving as the Chief Risk Officer and Responsible Manager, before
becoming Chief Commercial Officer.
Simon is a director of a number of Australian public and private
companies, including Chair of Karia Technology Pty and
Fund2Market Holdings Pty (trading as Banjo), Director of Heartland
Bank Australia, First Avenue Capital Pty, First Avenue Ventures Pty,
and ORDE Financial Pty, and Advisor to Fintorq Technology Pty, Soda
Capital Pty, and Plenti Pty.

23
Heartland Bank New Zealand Board
Bruce Irvine
Chair and Independent Non-Executive Director
Bruce was appointed on 31 December 2015. He chairs Heartland
Bank 's People & Culture and Remuneration Committee, and is a
member of the Audit Committee.
Bruce is a chartered accountant, serving as Managing Partner of
Deloitte Christchurch from 1995 to 2007 before retiring in May 2008
to pursue his career as an independent director.
Bruce is a director of several public and private companies
including Chair of Market Gardeners and Skope Industries, and
Director of Heartland Bank Australia, House of Travel Holdings
and Scenic Hotels. He also sits on the Council of the University of
Canterbury, and is involved in a voluntary capacity as a trustee of
the Christchurch Symphony Orchestra Foundation.
Andrew Dixson
Non-Independent Non-Executive Director
Andrew was appointed on 1 October 2024.
Andrew is a highly experienced finance professional and chartered
accountant with over 20 years' experience in the finance and
banking sectors. He started his professional career at PwC before
moving into investment banking with ABN AMRO and Credit Suisse,
both in New Zealand and the United Kingdom.
Andrew joined Heartland in 2010, and has held a number of senior
finance roles, with a focus on the execution of key strategic
projects, including as Head of Business Advisory & Funding, Head of
Corporate Finance, and Group Chief Financial Officer. On 1 October
2024, Andrew was appointed CEO of Heartland Group, and is a
director of Heartland Bank Australia.
In his time at Heartland, Andrew has been involved in all key parts
of Heartland's evolution, including the initial merger in 2011, New
Zealand bank registration in 2012, and Heartland's listing on both
the NZX and ASX. He has also played a critical role in the execution
of several major strategic acquisitions, including the acquisition
of the Reverse Mortgage businesses in 2014, StockCo Australia
in 2022, and the business which is now known as Heartland Bank
Australia in 2024.
As at the date of this Annual Report. Refer to page 30 for icon key.
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WHO WE ARE
24
John Harvey
Non-Independent Non-Executive Director
John was appointed on 31 December 2015, and is a member of
Heartland Bank's Audit Committee, and Risk Committee.
John brings extensive experience in financial services, including
NZX listings, mergers and acquisitions, and financial reporting. He
was a partner of PricewaterhouseCoopers for 23 years, where he
held a number of management and governance responsibilities,
until his retirement in 2009.
Since his retirement from PricewaterhouseCoopers, John has
pursued a career as an independent director and has previously
been a director of Stride Property, Investore Property, Napier Port
Holdings, Kathmandu Holdings, APN News and Media Limited,
Ballance Agri-Nutrients Limited, and NZ Opera Limited. He is
currently a director of Heartland Group, and Napier Port.
Kate Mitchell
Non-Independent Non-Executive Director
Kate was appointed on 29 March 2019, and is a member of
Heartland Bank's Risk Committee, and People & Culture and
Remuneration Committee.
Prior to moving to New Zealand in 2014, Kate spent 20 years
working in investment banking in the UK with various firms
including Merrill Lynch, Goldman Sachs and Deutsche Bank, where
she held a variety of senior client coverage and management
roles. She has extensive experience in developing solutions for
clients, particularly in the areas of financial risk management,
structured financing and investments.
Kate is a director of several public and private companies including
Heartland Group, Christchurch International Airport, the A2 Milk
Company, Zentera Wool Company, and Link Engine Management.

25
Shelley Ruha
Independent Non-Executive Director
Shelley was appointed on 1 January 2020. She chairs Heartland
Bank 's Risk Committee, and is a member of the Audit Committee.
Shelley has 30 years' experience in the banking sector. Her previous
directorships include Paymark, JB Were Australia, The Icehouse,
Hobson Wealth and Partners Life.
Shelley is currently Chair of Kindo, PaySauce and Allied Farmers,
a Director of 9 Spokes, and an investment Committee member for
Peninsula Credit.
Simon Tyler
Independent Non-Executive Director
Simon was appointed on 8 November 2022. He chairs Heartland Bank's
Audit Committee, and is a member of the Risk Committee,
the People & Culture and Remuneration Committee, and Heartland's
Sustainability Committee.
Simon brings to the Board extensive banking experience with
particular expertise in treasury. He began his career in finance more
than 35 years ago at South Pacific Merchant Finance which later
merged to become the National Bank of New Zealand. Through
his career, Simon has held several senior treasury and financial
markets roles at National Bank and the Reserve Bank of New Zealand.
Simon 's most recent role was Chief Executive of the Government
Superannuation Fund Authority and the National Provident Fund,
which he held for 10 years.
Simon is a director of a number of public and private companies,
including Sunny Financial Services, NZ Bio Forestry, Palliser Estate
Wines of Marlborough, Global Horticulture, Nutrition for Health,
Asteron Life, and Nippon Life New Zealand NOHC. He is also an Advisor
to the Fiso Investment Group, a trustee of the Fale Malae Trust and the
University of Otago Foundation Trust, and chairs Booster Investment
Management's private equity fund, the Tahi Fund.
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WHO WE ARE
26
Heartland Bank Australia Board
Lyn McGrath
Chair and Independent Non-Executive Director
Lyn was appointed on 14 February 2022, and was appointed Chair
on 2 April 2026. She is a member of Heartland Bank Australia's Audit
Committee, People, Remuneration and Nominations Committee,
and Risk Committee.
Lyn brings a wealth of experience and knowledge to Heartland,
gained from managing businesses in highly regulated and complex
ASX 100 organisations. Her most recent executive roles included
Executive General Manager, Retail and Executive General Manager,
Wealth Advice at Commonwealth Bank of Australia and Group
Executive, Retail Banking at Bank of Queensland.
Lyn was previously a Director of Challenger Bank, which was
acquired by Heartland in April 2024 and subsequently renamed to
Heartland Bank Australia. She is a director of a number of public and
private companies including Chair of the Australian Digital Health
Agency, and Director of Credit Corp and Malaysian listed bank CIMB
Group Holdings Ltd.
Shane Buggle
Independent Non-Executive Director
Shane was appointed on 30 April 2024.He chairs Heartland Bank
Australia's Audit Committee and Risk Committee, and is a member
of the People, Remuneration and Nominations Committee, and
Heartland's Sustainability Committee.
Shane is a chartered accountant and a Fellow of Chartered
Accountants Australia and New Zealand and the Institute of
Chartered Accountants in Ireland and a member of the Australian
Institute of Company Directors. With over 35 years of experience
in the finance sector, Shane has held senior roles at Zurich
Financial Services, PricewaterhouseCoopers and the ANZ Banking
Group. During his 24 year tenure at ANZ, Shane held a variety
of senior positions, most notably Group Chief Financial Officer,
Group General Manager – Internal Audit, Deputy Group CFO, CFO
Institutional, and CFO Australia.
Shane is currently a Director of BUPA ANZ Insurance, BUPA ANZ
Healthcare and BUPA Aged Care, Melbourne Symphony Orchestra,
and Monash College.
As at the date of this Annual Report. Refer to page 30 for icon key.

27
Vivienne Yu
Independent Non-Executive Director
Vivienne was appointed on 30 April 2024. She chairs Heartland Bank
Australia's People, Remuneration and Nominations Committee, and is
a member of the Audit Committee, and Risk Committee.
Vivienne has more than 20 years of leadership and senior executive
experience, including leading global businesses across multiple
jurisdictions in Asia, North America and Australia where she most
recently held the role of Executive General Manager, International
Financial Services at Commonwealth Bank.
Vivienne is a Director of AA REIT, a real estate investment trust listed
on the Singapore Exchange, Bridge Housing, the National Foundation
for Australian Women, and Wise Australia. Her previous directorships
include Vice Chair of the Australian Chamber of Commerce and Chair
of CBA County Bank.
Bruce Irvine
Independent Non-Executive Director
Bruce was appointed on 30 April 2024. He is a member of Heartland
Bank Australia's Audit Committee, Risk Committee, and People,
Remuneration and Nominations Committee.
Bruce is a chartered accountant, serving as Managing Partner of
Deloitte Christchurch from 1995 to 2007 before retiring in May 2008
to pursue his career as an independent director.
Bruce is a director of several public and private companies including
Chair of Heartland Bank, Market Gardeners and Skope Industries,
and Director of House of Travel Holdings and Scenic Hotels. He also
sits on the Council of the University of Canterbury, and is involved
in a voluntary capacity as a trustee of the Christchurch Symphony
Orchestra.
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WHO WE ARE
28
Andrew Dixson
Non-Independent Non-Executive Director
Andrew was appointed on 3 February 2025. He is a member of
Heartland Bank Australia's Audit Committee, Risk Committee, and
People, Remuneration and Nominations Committee.
Andrew is a highly experienced finance professional and chartered
accountant with over 20 years' experience in the finance and
banking sectors. He started his professional career at PwC before
moving into investment banking with ABN AMRO and Credit Suisse,
both in New Zealand and the United Kingdom.
Andrew joined Heartland in 2010, and has held a number of senior
finance roles, with a focus on the execution of key strategic
projects, including as Head of Business Advisory & Funding, Head of
Corporate Finance, and Group Chief Financial Officer. On 1 October
2024, Andrew was appointed CEO of Heartland Group, and is a
director of Heartland Bank.
In his time at Heartland, Andrew has been involved in all key parts
of Heartland's evolution, including the initial merger in 2011, New
Zealand bank registration in 2012 and Heartland's listing on both the
NZX and ASX. He has also played a critical role in the execution of
several major strategic acquisitions, including the acquisition of the
Reverse Mortgage businesses in 2014, StockCo Australia in 2022,
and the business which is now known as Heartland Bank Australia
in 2024.

29
Simon Beckett
Independent Non-Executive Director
Simon was appointed on 17 June 2026. He is a member of Heartland
Bank Australia's Audit Committee, Risk Committee, and People,
Remuneration and Nominations Committee.
With over 30 years' experience in the financial services sector,
Simon is an experienced Non-Executive Director and Chair,
specialising in mergers and acquisitions, capital raising, local
growth and international expansion. He has held executive
leadership positions within multinational organisations including
General Electric, Wells Fargo and Cerberus, with expertise across
risk, strategy and commercial functions in the USA, UK, Europe,
Asia, Australia and New Zealand).
Simon has a proven track record helping CEOs and Executive teams
build and grow businesses. His most recent executive role was
with Angle Auto, a Cerberus company, where he supported the
acquisition of the Motor Finance business from Westpac, initially
serving as the Chief Risk Officer and Responsible Manager, before
becoming Chief Commercial Officer.
Simon is a director of a number of Australian public and private
companies, including Chair of Karia Technology Pty and
Fund2Market Holdings Pty (trading as Banjo), Director of Heartland
Group, First Avenue Capital Pty, First Avenue Ventures Pty and
ORDE Financial Pty, and Advisor to Fintorq Technology Pty, Soda
Capital Pty, and Plenti Pty.
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WHO WE ARE
30
Director skills matrix
Skills and ExperienceDescriptionNo. of DirectorsNo. of DirectorsNo. of Directors
HeartlandHeartland BankHeartland Bank Australia
Governance, Risk and Compliance
Governance and
Compliance
Implementing organisation-wide governance and compliance systems, processes and frameworks
Health & Safety
Implementing health, safety and wellbeing strategies, proactive identification and prevention of

health and safety risks
Issues/Event
Management
For example, credit rating downgrades, social media events, regulatory breaches or changes,
cyber security and other similar events
Regulatory Compliance
Experience in RBNZ compliance regime (and other applicable compliance regimes

(e.g. NZX, APRA))
Risk ManagementRisk management frameworks, setting risk appetite, building and adapting organisation risk culture
Financial Services and Commercial
Australian ExperienceExperience in banking/financial markets and regulatory bodies (APRA, ASIC, ASX, etc.)
BankingDomestic and/or international experience in banking
Capital Markets and
Structures
Experience in capital markets, corporate finance and management of capital within an organisation
Commercial AcumenGlobal commercial experience, including in implementation of financial and capital management strategies
Financial AcumenExperience in financial accounting, reporting and internal financial controls.
Liquidity and FundingBroad experience in funding and liquidity strategies and management
People and Culture
People & Culture
Driving engagement and enablement, evaluating employee and executive performance, strategic
workforce planning, succession, leading organisation change and talent development
Corporate Emotional
Intelligence (EQ)
Personal attributes relevant to the Board environment including communication skills, the ability to
constructively challenge, championing an environment that effectively deals with complex issues
and continually seeking to “lift the bar”
Remuneration
Understanding organisational culture, management development, succession, detailed executive
remuneration matters (including scorecard target setting), incentive arrangements and staff
superannuation
Data, Digital & Technology
Artificial Intelligence
Experience relating to AI, automation, disruption and innovation including in delivering customer
services.
DataExperience in collecting, and deriving strategic insights from analysis of, data
Digital, Information
Technology and Cyber
Domestic and/or international experience in IT strategies, IT networks, cloud computing, software
delivery and cyber security
Strategy, Stakeholders and ESG
Corporate Strategy
Reviewing and setting organisational strategy, execution of organic growth opportunities and M&A
opportunities
Climate, Sustainability,
Environment & Social
Knowledge of potential opportunities and risks from a social and environmental perspective
Customer Outcomes
Experience in developing and embedding a customer-focused culture with specific attention to
enhancing customers' experience
Government RelationsInteraction with Government at all levels, influencing public policy decisions and outcomes
Shareholder and
Investment Relations
Experience in and understanding of shareholder and investment community
concerns, and institutional and retail investor engagement.

31
4
4
4
Skills and ExperienceDescriptionNo. of DirectorsNo. of DirectorsNo. of Directors
HeartlandHeartland BankHeartland Bank Australia
Governance, Risk and Compliance
Governance and
Compliance
Implementing organisation-wide governance and compliance systems, processes and frameworks
Health & Safety
Implementing health, safety and wellbeing strategies, proactive identification and prevention of

health and safety risks
Issues/Event
Management
For example, credit rating downgrades, social media events, regulatory breaches or changes,
cyber security and other similar events
Regulatory Compliance
Experience in RBNZ compliance regime (and other applicable compliance regimes

(e.g. NZX, APRA))
Risk ManagementRisk management frameworks, setting risk appetite, building and adapting organisation risk culture
Financial Services and Commercial
Australian ExperienceExperience in banking/financial markets and regulatory bodies (APRA, ASIC, ASX, etc.)
BankingDomestic and/or international experience in banking
Capital Markets and
Structures
Experience in capital markets, corporate finance and management of capital within an organisation
Commercial AcumenGlobal commercial experience, including in implementation of financial and capital management strategies
Financial AcumenExperience in financial accounting, reporting and internal financial controls.
Liquidity and FundingBroad experience in funding and liquidity strategies and management
People and Culture
People & Culture
Driving engagement and enablement, evaluating employee and executive performance, strategic
workforce planning, succession, leading organisation change and talent development
Corporate Emotional
Intelligence (EQ)
Personal attributes relevant to the Board environment including communication skills, the ability to
constructively challenge, championing an environment that effectively deals with complex issues
and continually seeking to “lift the bar”
Remuneration
Understanding organisational culture, management development, succession, detailed executive
remuneration matters (including scorecard target setting), incentive arrangements and staff
superannuation
Data, Digital & Technology
Artificial Intelligence
Experience relating to AI, automation, disruption and innovation including in delivering customer
services.
DataExperience in collecting, and deriving strategic insights from analysis of, data
Digital, Information
Technology and Cyber
Domestic and/or international experience in IT strategies, IT networks, cloud computing, software
delivery and cyber security
Strategy, Stakeholders and ESG
Corporate Strategy
Reviewing and setting organisational strategy, execution of organic growth opportunities and M&A
opportunities
Climate, Sustainability,
Environment & Social
Knowledge of potential opportunities and risks from a social and environmental perspective
Customer Outcomes
Experience in developing and embedding a customer-focused culture with specific attention to
enhancing customers' experience
Government RelationsInteraction with Government at all levels, influencing public policy decisions and outcomes
Shareholder and
Investment Relations
Experience in and understanding of shareholder and investment community
concerns, and institutional and retail investor engagement.

High competency, experience and knowledge

Practised/direct experience and knowledge

General experience and knowledge

Limited or no experience and knowledge
41
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
222
2
2
2
2
1
1
1
1
1
1
1
1
1
1
1
1
1
5
5
5
113
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
11
14
4
4
423
23
2
2
2
3
3
3
11
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
1
1
1
1
1
55
5
5
5
5
5
5
5
5
6
1
1
1
4
4
4
4
4
4
4
4
4
4
4
4
3
3
3
3
22
2
2
2
11
1
1
1
33
3
3
3
24
01
06
07
02
03
04
05

WHO WE ARE
32
Our management
Heartland GroupHeartland Bank New Zealand
Andrew Dixson
Chief Executive Officer
Michael Jonas
Chief Strategy Officer
Leanne Lazarus
Chief Executive Officer
Andy Wood
Chief Risk Officer
Lana West
Chief People & Culture
Officer
Kerry Conway
Chief Financial Officer
Peter Griffin
Chief Commercial Officer
Phoebe Gibbons
Chief Legal Officer
Alistair Scott
Chief Auto & Asset
Finance Officer
Rebecca Thomas
Chief Digital
Transformation Officer

33
As at the date of this Annual Report. For full profiles, visit heartlandgroup.info
Heartland Bank Australia
Michelle Winzer
Chief Executive Officer
Medina Cicak
Chief Commercial Officer
David Brown
Chief Risk Officer
Richard Collier
Chief Financial Officer
Sarah Burgemeister
1
Chief Legal & First Line
Risk Officer
Vaughan Dixon
Chief Technology &
Information Officer
Dominique Layt
Chief People & Strategy
Officer
1 Sarah Burgemeister appointed as Chief Legal & First Line Risk Officer on 1 July 2026
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sustainabilitysustainability
03

35
sustainabilitysustainability
Sustainability for Heartland is about creating
long-term value for its customers, people,
communities and shareholders. Guided
by its sustainability strategy, Heartland is
committed to managing its climate-related
risks and opportunities, supporting its people
to thrive, and improving the financial wellbeing
of the customers and communities it serves.
During FY2026, Heartland continued to strengthen its approach
to embedding sustainability across its business and operations.
A key milestone was achieved by Heartland Bank Australia in
June 2026 with the introduction of its Sustainability Strategy and
Sustainability Position Statement, alongside the establishment
of its Management Sustainability Committee earlier in FY2026.
Together, these developments further strengthened sustainability
governance, oversight and accountability across Heartland.
Environment
Integrate climate-related
risk into lending decisions.
Fund borrowers' transition
to a net-zero economy.
Embed sustainability
into the way Heartland
operates.
People
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 the
communities Heartland
operates in.
Care for Heartland's
customers.
Financial
wellbeing
Support the financial
wellbeing of Heartland's
customers and
communities.
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Supporting the transition to a low-emissions and climate-resilient
future
Heartland Bank's environmental work is underpinned by three key priorities: integrating climate-
related risk into lending decisions, funding borrowers' transition to a net-zero economy, and
embedding sustainability into the way Heartland Bank operates. Collectively, these priorities
help Heartland Bank support the transition to a low-emissions and climate-resilient future.
Heartland Bank continued to identify, assess and manage its climate-related risks
and opportunities in FY2026. Highlights against each commitment included:
• Integrate climate-related risk into lending decisions: used an enhanced physical risk
assessment with more advanced modelling capabilities which better identified the bank's
exposures to multiple natural hazards.
• Fund borrowers' transition to a net-zero economy: a significant increase in the proportion of
the year 's Motor Finance lending attributed to new generation vehicles.
• Embed sustainability into the way Heartland operates: the introduction of two schemes to
encourage lower-cost, lower-emission employee commuting – WorkRide for cycling and
scooters, and Extraordinary for public transport.
Heartland and Heartland Bank's joint FY2026 climate statement provides a comprehensive
view of progress to-date, including key achievements, current challenges, and future
targets. To explore the full statement, visit heartlandgroup.info/sustainability.
Environment

37
Growing our people
Heartland is committed to creating a pathway and place for its people to grow, thrive and be
empowered to achieve Heartland's goals as one team. In FY2026, this commitment was reflected
in improving employee engagement outcomes, investment in future talent and a continued focus
on diversity and inclusion.
Heartland's annual culture survey recorded a significant, balanced uplift in employee
engagement and sentiment across both New Zealand and Australia in FY2026. Participation
remained exceptionally high at 90% in New Zealand and 88% in Australia, demonstrating
employees' willingness to share feedback and contribute to continuous improvement. Employee
engagement significantly increased in both countries, rising to 63% in New Zealand (up from 51%
in FY2025) and 59% in Australia (up from 51% in FY2025).
People
Employees from Heartland Bank Australia's Melbourne office celebrating International Women's Day, March 2026.
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Creating pathways into banking
Heartland continued to invest in future talent through the Heartland Bank internship programme
- Manawa Ako, designed to provide meaningful pathways into the banking industry, with a
particular focus on attracting Māori and Pasifika rangatahi (youth).
In FY2026, Heartland Bank welcomed 17 interns into the programme, with 59% identifying as
Māori or Pasifika. Since its inception, 186 interns have participated in the internship, reflecting
the programme's enduring impact and growing reputation. The FY2026 cohort included students
from a range of educational institutions, including InZone Education Foundation, King's College,
the University of Auckland, the University of Canterbury and the University of Otago.
Expanding pathways into technology
This year, Heartland Bank welcomed eight graduates into the Digital Transformation team as part
of its new DigiTech Graduate Programme. Joining between May and July 2026, the graduates are
part of an initiative to create technical career pathways for talented young people and provide
opportunities to put their technology qualifications into practice.
The initiative has focused on graduates who, despite having relevant technology qualifications,
had been unable to secure roles in the sector and had taken employment in other industries.
The graduates have brought an outstanding work ethic, commitment to learning and valuable
customer service experience to their roles.
The graduates are already contributing across Heartland Bank, including during the
implementation of Heartland Bank's Reverse Mortgages automation project, where they worked
as floorwalkers to assist the Reverse Mortgage team with the transition to the new technology
platform. A programme of foundational learning beginning in September 2026 will further support
their development and build their technical capability.
The early success of the graduate cohort provides a strong foundation for Heartland Bank to
continue expanding pathways for emerging talent, while informing the development of a broader
graduate programme.
Heartland Bank's DigiTech Graduate Programme cohort.

39
1 New Zealand (Stats NZ) – Based on median hourly earnings (base salary only). Stats NZ uses hourly earnings to remove the impact of
differences in hours worked, enabling comparison based on a consistent hour of labour.
2 Australia (WGEA) – Based on annualised total remuneration, including base salary, superannuation and bonuses. WGEA uses annualised
earnings to reflect total remuneration over a full year.
Diversity and inclusion
Pay equity and opportunity
Throughout FY2026, Heartland continued to focus on creating equitable opportunities for
its people and paying equitably for comparable roles, while acknowledging factors such as
experience and skills of individuals. In New Zealand, Heartland Bank's overall median gender
pay gap across all roles is 26%
1
. However, this figure reflects the different composition and
remuneration levels of roles across the entire organisation and does not provide a meaningful
like-for-like comparison. A more meaningful view is provided by comparing employees in similar
remuneration bands. For employees earning up to $100,000, the median gender pay gap is 0%,
while for employees earning $100,000 and above, the median gender pay gap is 8.2%.
While the same basic percentage formula is used to calculate the gender pay gap in New Zealand
and Australia, the remuneration data captured differs between the two countries.
Heartland Bank Australia is required to report its gender pay gap under the Workplace Gender
Equality Agency (WGEA). Over the year, Heartland Bank Australia reduced its median gender pay
gap from 20.3% to 7.5%
2
, a significant improvement driven by targeted remuneration reviews,
enhanced role banding and a stronger focus on succession planning and talent development.
This progress reflects Heartland's commitment to creating a fair and inclusive workplace and
ensuring opportunities for career growth and advancement are accessible to all employees.
Recognition and inclusive practices
Heartland Bank is pleased to have retained its accreditation as a Living Wage Employer and
Hearing Accreditation from the National Foundation for the Deaf and Hard of Hearing. Heartland
Bank is currently mid-submission to retain accreditation as a Rainbow Tick employer.
Led by Heartland Bank Australia's Rainbow Committee, Heartland Bank Australia fosters a culture
where gender and sexuality diversity are actively celebrated. Employees have access to practical
tools and resources, including Rainbow Tick educational guides, interactive Minus18 training,
and external wellbeing support networks, helping to embed everyday inclusion across the bank.
Building a culture of belonging
Driving cultural momentum for Heartland Bank Australia are the Culture Champions: a dedicated,
employee-led group focused on fostering everyday inclusion and belonging. A cornerstone of
their work is facilitating the bank's Buddy System, a catered onboarding experience that paired
over 40 new starters with existing colleagues for coffee, lunches, office tours, and cultural
orientation in one-on-one and group settings.
Throughout FY2026, the Culture Champions also delivered an engaging social and educational
calendar. Highlights included 10 monthly ‘Know Your Colleague' spotlight videos, Board &
Governance ‘Lunch and Learn' sessions, and celebrations uniting employees around shared
values and community causes, including Harmony Week, Lunar New Year, National Ag Day, social
bowling, and raising awareness through the White Shirt Campaign for ovarian cancer research.
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3 Management represents the Group's Officers for the purposes of the NZX Listing Rules.
Further information on diversity metrics, including gender diversity across
governance and leadership roles, is outlined in the table below.
Gender diversity
PositionsFemaleMaleGender diverseNot statedTotal
As at 30 June 2026
Board - Heartland1 (20%) 4 (80%) 0  0 5 
Board – Heartland Bank2 (33%) 4 (67%)  0  0 6 
Board – Heartland Bank Australia 2 (33%) 4 (67%)  0 0  6
Management
3
9 (53%) 8 (47%)  0 0 17 
All People Leaders (excl Management)46 (40%) 71 (60%)  0  0 118 
All staff (excl Board) 310 (49.6%)311 (49.8%)1 (0.2%)3 (0.5%)625 
As at 30 June 2025
Board - Heartland1 (20%) 4 (80%) 0  0 5 
Board – Heartland Bank 2 (33%) 4 (67%)  0  0 6 
Board – Heartland Bank Australia 3 (43%) 4 (57%)  0 0  7
Management¹8 (44%) 10 (56%)  0 0 18 
All People Leaders (excl Management)46 (41%) 66 (59%)  0  0 112 
All staff (excl Board) 308 (50%)302 (49%)1 (0.2%)1 (0.2%)612 
FY2027 priorities
• Heartland Bank will continue to provide career opportunities for youth by continuing the new
graduate programme.
• Heartland aims to increase its employee engagement results from the FY2026 engagement
scores of 63% for Heartland Bank and 59% for Heartland Bank Australia.
• Heartland will work towards the gender balance guidance for all levels of management at
Heartland by having a gender split that sits within acceptable levels of 40% to 60%.
• Heartland will retain its diversity and inclusion accreditations and continue to evolve to meet
future needs and ways of working.

41
4 The Heartland Trust is a registered charitable trust that is independent from, but closely supported by, Heartland Bank.
Supporting Heartland's communities
Heartland seeks to create positive outcomes in the communities in which it operates.
The Heartland Trust's
4
mission is to help New Zealanders reach their potential by investing in
programmes that make a meaningful difference in local communities. Throughout the year,
the Heartland Trust distributed $328,000 in grants to organisations and initiatives focused
on education and learning, arts and culture, mental health and wellbeing, and sport and
physical wellbeing.
Mid Canterbury primary and intermediate choir students getting ready to perform at the Heartland Bank Schools Music
Festival in Ashburton NZ, June 2026.
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A partnership making a difference
A significant milestone was reached during the year through Heartland Bank's ongoing support
of the InZone Education Foundation (InZone). An FY2026 contribution from the Heartland Trust
brought Heartland Bank's total support of InZone to more than $1 million since the partnership
began in 2017.
InZone supports Māori and Pasifika rangatahi to pursue educational opportunities and develop
as future leaders. Through its kāinga (hostel) model, students are provided accommodation
and support that enable them to attend leading Auckland secondary schools, helping remove
geographical and financial barriers to education. Heartland Bank's partnership with InZone
reflects a shared commitment to creating pathways for success and supporting future
generations to thrive.
In Australia, StockCo by Heartland Bank, Heartland Bank Australia's livestock finance offering,
sponsored the RMA conference for independent agencies across every state and territory, as
well as young farmer groups and regional community events across the country, supporting
connection and long-term resilience in rural communities.
Employees from Heartland Bank with InZone students the annual InZone Dinner, September 2025.

43
Giving back
Heartland employees are encouraged to make a positive impact in their communities through
one paid volunteer day each year. Whether volunteering alongside colleagues or supporting
causes individually, Heartland employees continue to contribute their time and skills to
organisations that matter to them.
During FY2026, Heartland employees in New Zealand volunteered with a range of community
organisations, including Auckland City Mission – Te Tāpui, where they sorted donated clothing
to support people experiencing hardship, and Mercy Hospice, where teams created handmade
items for bereavement services and to support fundraising through Mercy Hospice shops.
Volunteer day uptake in New Zealand totalled 20 days in FY2026 (FY2025: 34). While utilisation
was lower than anticipated, Heartland remains committed to encouraging its people to take
advantage of this benefit in the year ahead.
Heartland Bank Credit Consultant (middle) volunteering at Auckland City Mission - Te Tāpui Atawhai.
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Caring for customers
Heartland is committed to delivering products and services that provide value, simplicity and
certainty for customers. In FY2026, this commitment continued to be recognised through
industry-leading customer outcomes and award-winning savings products.
Heartland Bank was named Canstar New Zealand Savings Bank of the Year for the ninth
consecutive year, recognising the strength and consistency of its savings offering. Four savings
products also received Canstar Outstanding Value Awards and 5-Star Ratings. Heartland Bank's
Direct Call Account achieved this recognition for the ninth consecutive year, the 32 Day Notice
Saver for the fifth consecutive year, and the 90 Day Notice Saver for the fourth consecutive year.
Digital Saver secured a 5-Star Rating for the second consecutive year.
Heartland Bank also received Consumer Trusted accreditation in FY2026 for its Reverse
Mortgage product, the ninth consecutive year the product has been recognised by Consumer NZ
for its commitment to customer service, transparency and consumer protections.
Heartland Bank Australia strengthened its customer-centric approach in FY2026 by introducing
structured customer feedback programmes for its core products, Reverse Mortgages, Deposits,
Livestock Finance and broker channels. This enhanced focus yielded strong, tangible results in
the June 2026 Voice of the Customer survey, which drew feedback from over 1,000 active Reverse
Mortgage borrowers to record an 85% CSAT score and a NPS of +49. A standout 90% of Reverse
Mortgage customers confirmed the product met their expectations, praising process ease, fast
turnaround times, and empathetic support.
Positive sentiment carried through to Heartland Bank Australia's deposit suite. Savings and term
deposit customers achieved a 77% CSAT and an NPS of +20, while Heartland Bank Australia also
received a Canstar Outstanding Value Award for its savings accounts.
FY2027 priorities
• Continue to give back to the communities Heartland Bank operates in through Heartland
Trust donations.
• Increase the use of volunteer days which support Heartland's customers and the communities
that it operates within – both in New Zealand and Australia.
• Continue to deliver exceptional value and innovative banking solutions to Heartland Bank and
Heartland Bank Australia customers, with the goal of maintaining recognition by Canstar in
New Zealand and Australia, and Consumer NZ.

45
Supporting financial access, confidence and security
Heartland's purpose-led approach to banking is centred on helping customers achieve greater
financial certainty and wellbeing. This includes providing specialist financial solutions designed
around the needs and circumstances of customer groups that may not always be well served by
conventional lending models.
Across New Zealand and Australia, Heartland's specialist reverse mortgage and livestock finance
products support access to finance at important stages of customers' lives and businesses.
During FY2026, this was complemented by initiatives focused on customer education, protection
from scams and fraud, and research to build understanding of the financial needs of older
Australians.
Supporting financial wellbeing in retirement
For many older Australians and New Zealanders, a significant proportion of their wealth can
be held in the family home, while their income and access to funds may reduce in retirement.
Heartland's reverse mortgages provide eligible older homeowners with a way to access some of
this equity without having to sell their home.
Customers can access funds in different ways depending on their needs, including through a
lump sum, regular advances or funds held for future use. These funds can help meet a range of
needs later in life, including day-to-day living expenses, home improvements, debt consolidation,
medical costs, and in-home or aged care.
Alongside providing access to retirement finance, Heartland Bank Australia continued to focus
on helping older Australians make informed financial decisions. During FY2026, Heartland Bank
Australia connected directly with older Australians at the Geelong Seniors Expo and Melbourne
Seniors Lifestyle and Wellbeing Expo, providing clear education on responsible home equity
release.
Heartland Bank Australia also invested in education across its intermediary network, delivering
specialised training through major broker networks across six states. Delivered through
workshops, roadshows and industry events, the training covered policies, credit criteria,
customer eligibility requirements and application processes. This investment supported broker
capability and confidence, better-informed customer outcomes and increased understanding of
Heartland Bank Australia's retirement finance solutions.
Supporting access to finance for farmers
Heartland also provides specialist finance designed around the particular needs, cash flows
and life stages of rural customers, supporting financial wellbeing through greater flexibility and
access to finance.
In New Zealand, Heartland Bank's Livestock Finance provides eligible farmers with up to 100%
finance for livestock purchases, with security taken over the livestock being purchased rather
than the farm. This means existing security arrangements with a farmer's bank are not impacted.
Repayment is not required until the livestock is sold, aligning the financing structure more closely
with the underlying farming activity.
Financial wellbeing
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In Australia, StockCo by Heartland Bank Australia provides specialist livestock finance designed
to help eligible producers fund livestock purchases and support working capital. Funding of up
to 100% of the purchase price is available for eligible livestock purchases, with security primarily
taken over the livestock being financed rather than broader farm assets. Finance is structured
around the livestock production cycle, with repayments generally aligned to the sale of livestock.
By using the livestock being financed as security, these specialist products can provide farmers
with an additional pathway to capital while preserving existing banking arrangements and
working capital. This can give producers greater flexibility to respond to seasonal and market
opportunities and invest in the productivity and growth of their farming businesses.
In New Zealand, Heartland Bank also supports the financial wellbeing of farmers as they prepare
to transition from farming into retirement. Recognising that much of a farmer's wealth may be tied
up in the farm, the Farm Transition Loan enables eligible farmers to access some of this equity
before the farm is sold, while continuing to own, operate and live on the property. Funds can be
used for purposes such as preparing the farm for sale and providing greater financial flexibility
and certainty as farmers plan for the next stage of their lives.
Protecting customers from scams and fraud
Protecting customers from scams and fraud remains a key priority for Heartland in New Zealand
and Australia.
In New Zealand, Heartland Bank adopted the New Zealand Banking Association's new anti-scam
commitments in November 2025 and implemented a range of enhancements to help protect
customers and strengthen fraud prevention capabilities. Heartland Bank also continues to work
closely with industry participants to support collective efforts to identify, prevent and respond to
scams, helping contribute to a safer and more secure banking environment for customers.
In Australia, Heartland Bank Australia continued to invest in strengthening its fraud and scam
detection and prevention capabilities through its new core banking platform, including the
introduction of biometric authentication. Recognising the heightened threat that fraud and
scams present to customers, continued investment in prevention and detection capabilities
remains a key focus.
Supporting financial wellbeing through market insights
In March 2026, Heartland Bank Australia partnered with Deloitte, Gateway Bank and Enviva to
publish the 2026 Australian Reverse Mortgage Survey, providing a comprehensive analysis
of Australia's home equity market. The research highlighted the significant gap between the
estimated AU$3 trillion in residential property owned by Australians aged over 60 and current
reverse mortgage utilisation of approximately AU$5.5 billion, demonstrating the opportunity for
home equity to support older Australians later in life.
By contributing independent, data-driven insights into customer demographics, borrowing
behaviours and market trends, Heartland Bank Australia is helping to build understanding of the
financial needs of older Australians and supporting informed conversations about sustainable
retirement funding.
FY2027 priorities
• Continue to enhance fraud prevention and scam mitigation capability in Heartland Bank
and Heartland Bank Australia by delivering stronger customer protections, improved fraud
detection and response, and enhanced internal controls to reduce financial crime risk.
disclosuresdisclosures

04
disclosuresdisclosures

DISCLOSURES
48
Corporate governance
This Corporate governance statement describes Heartland’s corporate
governance policies and practices during FY2026 and reports against
the NZX Corporate Governance Code (NZX Code) dated March 2026.
This statement is current as at 28 September 2026 when it was
approved by the Heartland Board, unless otherwise stated.
Heartland, as the parent company of the Group, is committed to ensuring that Heartland's
policies and practices reflect current best practice, in the interests of Heartland's shareholders
and other stakeholders.
Governance framework
Heartland is the NZX/ASX listed parent company of Heartland Bank and Heartland Bank Australia.
Each entity has its own Board and Board Committees and makes independent decisions. The
Heartland Group Oversight Framework provides Group-wide oversight of material risks while
preserving the subsidiary Boards' responsibility for their own businesses, risk appetites and
regulatory obligations. Board and Board Committee meetings are held separately. In the case
of Heartland and Heartland Bank, only the respective Chairs are standing attendees at both
meetings, although other directors may observe on occasion. Heartland's key corporate
governance policies and practices either apply to, or have been adopted by, Heartland Bank and
Heartland Bank Australia (as applicable).
Accordingly, in addition to information about Heartland's corporate governance policies and
practices, this section includes information about Heartland Bank and Heartland Bank Australia's
corporate governance policies and practices, where relevant.
Other than in respect of the matters explained in response to Recommendations 2.9, 3.3 and 3.4
below, Heartland was in compliance with the corporate governance recommendations contained
in the NZX Code as at 30 June 2026.

49
1 A summary of Heartland Bank's Fair Conduct Programme is available at: www.heartland.co.nz/fair-conduct-programme
Principle 1 – Ethical Standards
Directors should set high standards of
ethical behaviour, model this behaviour
and hold management accountable
for these standards being followed
throughout the organisation.
Codes of Conduct – Recommendation 1.1
Heartland, Heartland Bank and Heartland
Bank Australia maintain separate Codes of
Conduct and a common Directors' Code
of Conduct. These Codes of Conduct set
out the ethical and behavioural standards
expected of Group directors and employees
and are available on Heartland's website.
Various Heartland policies, frameworks and
standards expand upon the topics in the
Codes of Conduct, including (amongst other
things) the Whistleblowing Policies (NZ and
AU), Our Guide (NZ and AU), Conflicts of
Interest Policy (NZ), Insider Trading Policy and
Heartland Bank's Fair Conduct Programme.
1

The Codes of Conduct cover a wide range of
areas, including:
• Heartland's responsibilities towards
shareholders and the financial
community, its customers, clients and
service providers, and its employees
• conflicts of interest, including the receipt
of gifts and other corporate opportunities
• confidentiality, and
• the recommended procedure for reporting
any disclosure under the relevant
Heartland entity's Code of Conduct or
Whistleblowing Policy, if applicable
All reported breaches of Codes of
Conduct will be recorded and addressed
in accordance with Heartland's written
policies and procedures, for example,
our disciplinary process is outlined in
Our Guide. For non-employment matters,
where appropriate, incidents are loaded
to Heartland's Risk Management System
(RMS) which is monitored by the Line 1
Risk and Compliance team through to a
satisfactory conclusion. Heartland's Line
2 Risk team independently review all RMS
incident closure requests, ensuring incidents
are not closed until all required actions are
completed, that closure criteria are met
and to support consistent decision-making
around any breaches of a Code. Incidents
relating to any breaches of Codes are
reported monthly to the relevant Board.
As described in more detail in the
Remuneration report, employees are
evaluated against two behaviour and
conduct gateways during their mid-year and
end-of-year performance assessments:
the Risk and Compliance Gateway and the
Culture, Behaviour and Values Gateway.
Suspected breaches of a Code of Conduct
may be reported in accordance with the
relevant Heartland entity's Whistleblowing
Policy or directly to Heartland's Management.
Whistleblower matters are addressed
in accordance with the applicable
Whistleblowing Policy. Suspected breaches
reported direct to Heartland's Management
are addressed in accordance with Heartland's
disciplinary process as appropriate.
Every new director or employee of Heartland,
Heartland Bank and Heartland Bank Australia
is provided with a copy of the relevant
Code of Conduct and is required to read
it. Each new Heartland and Heartland
Bank employee is required to attest to
their understanding of the relevant Code
and each new Heartland Bank Australia
employee is provided with training on the
relevant Code as part of their induction.
Heartland and Heartland Bank employees
are trained on the Code of Conduct annually
and required to review and repeat their
attestation of their understanding of it.
Heartland Bank Australia has launched
annual Code of Conduct training.
Each director and employee has an
obligation, at all times, to comply with the
spirit as well as the letter of the law, and to
comply with the principles of the relevant
Code of Conduct, including exhibiting a high
standard of ethical behaviour. Each Code
of Conduct is subject to annual review.
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DISCLOSURES
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Heartland, Heartland Bank and Heartland
Bank Australia provide all employees with
access to independent and external
whistleblowing hotlines.
Insider Trading Policy –
Recommendation 1.2
Heartland has an Insider Trading Policy
which applies to all directors, employees
and contractors of the Group. In addition to
the prohibition on insider trading, directors,
employees and contractors are prohibited
from buying or selling the Group's quoted
financial products during ‘blackout periods'
– which are periods that commence 30
days prior to the half-year and full-year
balance dates and 30 days prior to the
release of a product disclosure statement,
prospectus and/or investment statement
for a general public offer of any quoted
financial products. These blackout periods
generally end, respectively, once the financial
results from the half-year or the full-year
or disclosure document has been released
to the market. Additional blackout periods
may also be notified from time to time.
All of the Group's directors, senior officers
and certain other designated persons are
required to obtain consent before buying or
selling the Group's quoted financial products
outside of blackout periods, and to certify
that their decision to buy or sell has not been
made on the basis of inside information.
Heartland's Board continually assesses, with
the assistance of the Boards of Heartland
Bank and Heartland Bank Australia, whether
any matters under consideration are likely
to materially influence Heartland's share
price and therefore whether additional
trading restrictions should be imposed
on directors, employees and contractors.
Heartland's Insider Trading Policy is
available on its website. Through its share
registrar, MUFG Pension & Market Services,
Heartland actively monitors trading in
Heartland shares by directors, officers
and certain other designated persons.
Principle 2 – Board Composition
and Performance
To ensure an effective board, there should
be a balance of independence, skills,
knowledge, experience and perspectives.
Role of the Board – Recommendation 2.1
The Heartland Board is responsible for setting
the Group's overall strategic direction and risk
appetite, and having Group-wide oversight
of all material risks. The role of the Board is to
provide leadership and strategic guidance for
Heartland, effective oversight of Heartland's
Management and effective oversight of
Heartland Bank and Heartland Bank Australia.
The Board Charter regulates Board procedure
and describes in detail the Board's role and
responsibilities and the role of Management.
The Board establishes objectives, strategies
and an overall policy framework in respect
of those matters applicable at a Group-wide
level within which the Group's business is
conducted. The Board Charter sets out when
directors may seek independent advice at
Heartland's expense through the use of
independent legal advisers or consultants,
as they individually or collectively consider
necessary to fulfil their responsibilities and
permit independent judgment in decision
making. The Board Charter is available on
Heartland's website.
The Board schedules regular meetings at
which it receives briefings on key strategic
and operational issues from Management,
together with updates from the Chairs of
the respective Board Committees, the Chair
of the Heartland Bank Board and the New
Zealand directors on the Heartland Bank
Australia Board.
Director nomination and appointment –
Recommendations 2.2 and 2.3
Heartland has a procedure for the nomination
and appointment of directors to the Board,
as documented in Heartland's Constitution
and Board Charter. Directors may be
appointed in accordance with Heartland's
Constitution or pursuant to formal written
letters of appointment. Appointments

51
consider skills, experience, diversity,
independence, succession and Group needs.
From 1 July 2026, the newly established
Heartland Corporate Governance,
People, Remuneration and Nominations
Committee assumed certain responsibilities
for this process in accordance with its
Charter, which is available on Heartland's
website. The Charter provides for the
Committee to administer the procedure
for director selection, including:
• proper checks (including as to the
person 's character, experience, education,
criminal record and bankruptcy history)
and consideration of material adverse
information revealed by the checks
performed; and
• where the director is standing for election
for the first time or for re-election, the
provision of key information about the
director to shareholders to assist their
decision as to whether or not to elect or re-
elect the director (including, biographical
details, relevant skills and experience,
any other material directorships they hold
and where the director is standing for
re-election, information about the term of
office served by the director).
Each new director of Heartland is required,
pursuant to the Heartland Board Charter, to
enter into a written agreement with Heartland
in respect of his or her appointment.
Heartland has a pro forma director
appointment letter which is tailored for
individual appointments.
Letters of appointment set out the key terms
and conditions of a director's appointment
to ensure that directors clearly understand
the expectations of Heartland and the Board,
and cover expectations, time commitment,
remuneration entitlements, indemnity
and insurance arrangements, conflicts,
capacity, policy compliance, term, access to
information and confidentiality.
Directors are entitled to appoint alternate
directors with the approval of the majority of
the other directors. The Board may appoint a
managing director. Heartland does not have
any executive directors on its Board, but the
Heartland CEO sits on the Boards of Heartland
Bank and Heartland Bank Australia as a
non-independent, non-executive director.
During FY2026, the Heartland Board
was tasked with the role of reviewing its
composition, and reviewing and making
recommendations in relation to nominations,
for the Board's consideration (noting, no new
directors were appointed to the Board during
FY2026).
Heartland is committed to maintaining a
diverse and comprehensive set of board skills
to effectively govern each of the entities
in the Group. The Group Boards maintain a
skills matrix to assess current competencies,
identify gaps, and guide future director
appointments to align with the Group's
strategic needs and evolving commercial
environment. In particular:
• Board composition: The Boards use
the skills matrix to support the review
of their respective collective skills and
experience and help address any gaps
through appointments, development
and succession planning. This ensures
alignment with Heartland's business
requirements and commercial trends.
• Diverse expertise supports governance:
Directors bring a wide range of expertise
including governance, executive
leadership, finance, legal compliance, risk
management, technology, sustainability,
and sector-specific knowledge, enabling
effective oversight of strategy, risk,
and stakeholder relationships.
• Continuous development focus:
The Group Boards use the skills
matrix to support the identification
of focus areas for director education
and may engage external experts
to supplement internal skills.
The skills matrix on page 30 of the Annual
Report presents each Board's assessment
of its skills and experience against criteria
identified as necessary in the context
of Heartland's business and the wider
commercial environment in which the Group
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2 The Heartland Corporate Governance, People, Remuneration and Nominations Committee was established on 1 July 2026. Accordingly,
no meetings were held during FY2026. Director attendance reporting for this Committee will be included for FY2027 and subsequent
financial years.
3 G E Summerhayes retired from the Heartland Sustainability Committee on 2 April 2026.
4 S M Buggle was appointed to the Heartland Sustainability Committee on 28 May 2026.
operates. During FY2026, the skills matrix
was reviewed, with four additional categories
added (as described below) against which
the Group Boards have been assessed:
•
Capital Markets and Structures
- Experience in capital markets,
corporate finance and management
of capital within an organisation.
•
Financial Acumen - Experience in financial
accounting, reporting and internal financial
controls.
•
Artificial Intelligence - Experience
relating to AI, automation, disruption
and innovation including in
delivering customer services.
•
Shareholder and Investment Relations
- Experience in and understanding of
shareholder and investment community
concerns, and institutional and retail
investor engagement.
Beyond the variety of technical skills and
experience listed in the skills matrix, each
Board seeks to work as a team comprising
directors with different personalities
and viewpoints, who will respectfully
challenge Management and each other
to support the long-term success of both
the entity they govern and the Group.
Director attendance at
Board and Committee
meetings and other
director information –
Recommendation 2.4
The Board held 14 meetings,
the Heartland Bank
Board held 13 meetings,
and the Heartland Bank
Australia Board held 12
meetings during FY2026.
The following tables
show attendance by each
director at the meetings
of the relevant Board
and Board Committees
of which he or she was a
member, and also where
each director attended a
meeting of a Board or Board
Committee as an observer
rather than a member.
* These meetings were attended by the director as an observer rather than as a member.
** The Heartland Board Chair and Heartland Bank Board Chair attend the Board meetings of the
other as an observer.
Heartland BoardHeartland Committees
2
Attended
as Director
Attended
as Observer
Audit & Risk
Committee
Sustainability
Committee
E J Harvey12/14-8/8-
K Mitchell14/14-8/85/5
G R Tomlinson14/14-8/8-
R A Bell14/14---
S Beckett14/14---
B R Irvine-12/14**4/8**-
S M Ruha-1/14*7/8*-
S R Tyler-1/14*8/8*5/5
G E Summerhayes
3
-1/14*-2/5
S M Buggle
4
---1/5

53
5 G E Summerhayes retired from the Heartland Bank Australia Board on 2 April 2026.
6 L T McGrath was appointed Chair of the Heartland Bank Australia Board on 2 April 2026.
7 L G Lazarus retired from the Heartland Bank Australia Board on 25 March 2026.
8 S M Buggle was appointed Chair of the Heartland Bank Australia Board Risk Committee on 3 April 2026.
9 S Beckett was appointed to the Heartland Bank Australia Board, Audit Committee, Risk Committee and People, Remuneration & Nomination
Committee on 17 June 2026.
* These meetings were attended by the director as an observer rather than as a member.
** The Heartland Chair and Heartland Bank Chair attend the Board or Committee meetings of
the other as an observer.
* These meetings were attended by the director as an observer rather than as a member.
** One of the meetings attended by the director was as an observer rather than a member.
Heartland Bank BoardHeartland Bank Committees
Attended

as Director
Attended
as Observer
Audit
Committee
Risk Committee
People &
Culture and
Remuneration
Committee
B R Irvine12/13-6/81/7*5/6
K Mitchell13/13-8/8*7/76/6
E J Harvey10/13-8/86/7-
S M Ruha 11/13-8/86/76/6
S R Tyler12/13-8/85/7-
A P Dixson13/13----
G R Tomlinson-12/13**4/8*--
S Beckett-3/13*---
R A Bell-4/13*---
G E Summerhayes-1/13*---
S M Buggle --8/8*--
Heartland Bank Australia BoardHeartland Bank Australia Committees
Attended

as Director
Attended
as Observer
Audit
Committee
Risk Committee
People,
Remuneration
& Nomination
Committee
G E Summerhayes
5
10/12-6/74/53/4
L T McGrath
6
12/12-7/75/54/4
B R Irvine12/12-7/75/54/4
V Z Yu12/12-7/75/54/4
L G Lazarus
7
10/12-5/7*3/5*-
S M Buggle
8
12/12-7/75/54/4
A P Dixson11/12-1/7*--
G R Tomlinson-4/12*1/7*-1/4*
S Beckett
9
-2/12*2/7**2/5**2/4**
R A Bell-2/12*---
All of the then serving members of the
Heartland Board and Heartland Bank Board,
and the Heartland Bank Australia Chair,
attended the Annual General Meeting
(Annual Meeting) held on 13 November 2025.
A profile of each Heartland, Heartland Bank
and Heartland Bank Australia director's
experience is available on pages 20 to
29 of this Annual Report and Heartland's
website and includes each director's
experience and length of service. Pages
67 to 70 of this Annual Report include
information about each Heartland director's
relevant ownership interests, share dealings,
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disclosure of interests and substantial
product holder status (if applicable).
Succession planning is key to Heartland's
corporate governance approach. Heartland
recognises the challenges of attracting
and retaining talented directors in New
Zealand and Australia and adopts a forward-
thinking approach in this regard. This includes
taking director tenure into account, in line
with NZX Code recommendations. The
Board, from 1 July 2026 supported by
the Heartland Corporate Governance,
People, Remuneration and Nominations
Committee, is responsible for selecting new
directors, their induction, and developing a
succession plan for Board members. Annual
performance assessments of the Boards,
Committees, and individual directors are
conducted, with the engagement of external
providers if necessary. This ensures a range
of complementary skills, knowledge, and
experience to effectively govern the Group's
business, monitor performance and support
strategic priorities. As discussed in the
reporting in relation to Recommendations
2.2 and 2.3 above, a skills matrix is maintained
by the respective Group Boards to assess
current competencies, identify gaps, and
guide future director appointments to align
with the Group's strategic needs and evolving
commercial environment.
The Board has assessed each Heartland
director 's independence status, as described
in the Directors' disclosure section of this
Annual Report at pages 67 to 68. The
Board confirms that none of the factors
listed in Table 2.4 of the NZX Code apply
to any of the Heartland directors who
have been assessed as independent.
In assessing the independence of Heartland's
directors, the Board considered, among other
things, each director's broader interests and
relationships and the following factors:
• employment in an executive role at
Heartland or its subsidiaries within the last
three years
• income derived from Heartland in the last
12 months
• holding a senior role at a major professional
services provider to Heartland or its
subsidiaries within the last 12 months
• employment by Heartland's external
auditor in the last three years
• material business relationships with
Heartland or its subsidiaries in the last
three years
• being a substantial product holder or
associated with one
• material contractual relationships with
Heartland or its subsidiaries, excluding
directorships, in the last three years
• close family ties or personal relationships
(including close social or business
connections) with anyone in the
categories listed above
• whether the director has been a director of
Heartland for a period of 12 years or more,
which no Heartland director has exceeded.
Diversity and inclusion –
Recommendation 2.5
Heartland's Diversity, Equity and Inclusion
Policy is available on its website and
articulates its focus on diversity, equity
and inclusion across the organisation to,
ultimately, increase Heartland's productivity
and profitability by accessing the widest
possible diversity of thought. This Policy
sets out Heartland's expectations for
fair, respectful and inclusive workplace
policies across its New Zealand operations
and requires the Heartland Board, with
the help of the employee Diversity,
Equity and Inclusion Committee, to set
measurable objectives for achieving diversity
and to track progress against them. Heartland
Bank Australia now has an Australian focused
Diversity, Equity and Inclusion Policy.
Heartland's diversity and inclusion objectives
align to its social sustainability targets.
Commentary on Heartland's achievements
and activity in FY2026, including gender and
ethnicity pay gap information, is included on
pages 39 to 40 of this Annual Report.

55
During FY2026, Heartland has continued to
focus on the following Diversity, Equity &
Inclusion deliverables: Rainbow Tick, Hearing
Accreditation and Living Wage Accreditation.
Board training – Recommendation 2.6
To ensure ongoing education, directors
are regularly informed of developments
that affect the industry and business
environment, as well as company and legal
updates that are relevant for the performance
of their duties. Directors also have access
to Management and external advisers to
answer any questions they may have and
receive specific training on relevant topics.
The Heartland Board adopted a Director
Professional Development Framework
in August 2025 to ensure that directors
undertake appropriate training to remain
current on how to best perform their
duties. This framework outlines options and
recommendations for both new directors
and those with longer tenures, aimed at
supporting their continued professional
development. It provides a pathway for
directors to continue to develop capability
progressively, benchmark against national
standards, and stay agile in a fast-evolving
banking and financial services environment.
The framework is based on the Director
Competency Framework from the Institute
of Directors New Zealand. It supports both
new and experienced directors through
structured learning, self-development, and
peer engagement. Professional development
opportunities are available both internally
and externally. During the reporting
period, training received by the Heartland
directors included regulatory change,
health and safety, anti-money laundering
and continuing professional development.
Board, director and committee
performance assessments –
Recommendation 2.7
The Boards of Heartland, Heartland Bank
and Heartland Bank Australia undertake
formal reviews of their own, their respective
Board Committees and individual directors'
performance annually. Individual director
performance reviews are facilitated by
the Chairs of the respective Boards. The
Boards are also able to engage external
providers to support performance
reviews, where considered appropriate.
This is to ensure the Boards each have a
range of complementary skills, knowledge
and experience to effectively govern the
relevant entity, to monitor its performance,
and to support the implementation of its
strategic priorities in the interests of its
shareholders and other stakeholders.
Each of the Group Boards recognise the
need to have a range of complementary
skills, knowledge and experience to
support the Group's implementation of its
strategic priorities, and for each Board to
have a balance of skills and attributes in
order to support diversity at a Board level.
With this in mind, as discussed in relation
to Recommendations 2.2 and 2.3, the
composition of the Boards of Heartland,
Heartland Bank and Heartland Bank Australia
are reviewed and their collective skills,
knowledge and experience formally assessed
via the skills matrix (see pages 20 to
30 of this Annual Report) at least once a
year. This exercise provides an opportunity
to reflect on and discuss current Board
composition, as well as succession planning.
Board independence –
Recommendation 2.8
Recommendation 2.8 of the NZX Code
states that a majority of the Board should
be independent. The NZX Main Board Listing
Rules also require that the Board must
have at least three directors, with at least
two directors ordinarily resident in New
Zealand and at least two directors being
independent. Subject to these requirements,
the Board determines the size and
composition of the Board from time to time.
As at 30 June 2026, the Board comprised
five directors, being the non-independent,
non-executive Chair, and four independent,
non-executive directors. Three of
Heartland's directors are ordinarily resident
in New Zealand, and (as has been the case
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10 G R Tomlinson has been a non-executive director of Heartland since 2018. He was also a director of Heartland Bank Limited, Heartland's
predecessor entity, before the corporate restructure of the Heartland group on 31 October 2018. On that date he ceased to be a director of
Heartland Bank Limited and began his appointment on the Heartland Board.
11 The previous Heartland Corporate Governance, People, Remuneration and Nominations Committee was dis-established by the Board on 1
July 2024, with the Board assuming responsibility for the matters previously delegated to that committee.
12 The Audit & Risk Committee Charter has been prepared and is reviewed annually to ensure compliance with the requirements of the NZX
Listing Rules and the recommendations in the NZX Code.
throughout the reporting period) a majority
of the Heartland Board is independent.
The Board encourages rigorous discussion
and analysis when making decisions.
The Heartland Board, which is comprised
only of non-executive directors, confer
regularly without senior executives present,
including via directors-only sessions which
are held at the start of each Board meeting.
Please refer to pages 67 to 68 of
this Annual Report for further information
in relation to each Heartland director's
independence status as at 30 June 2026.
The matters considered as part of those
determinations are described further
in relation to Recommendation 2.4.
Independent Chair – Recommendation 2.9
G R Tomlinson is not considered to be an
independent Chair of Heartland, as he is a
substantial product holder of Heartland.
Although G R Tomlinson is not independent,
the Board is of the view that it is appropriate
for G R Tomlinson to be Heartland's Chair, as
he has been a longstanding non-executive
director of Heartland since 2018,
10
held the
role of Deputy Chair for a number of years,
and has a deep understanding of Heartland,
its business and its shareholders. In addition,
he is not an executive of Heartland which
ensures that there is continued, appropriate
separation between the Chair and CEO of
Heartland as discussed in the commentary
on Recommendation 2.10 below.
As a result, Heartland was not compliant with
Recommendation 2.9 of the NZX Code for the
year ended 30 June 2026, which states that
an issuer should have an independent chair of
the board.
Separate Chair and CEO –
Recommendation 2.10
To ensure that a conflict of interest does not
arise, the Chair of Heartland and the CEO
are separate persons, in accordance with
Recommendation 2.10 of the NZX Code.
Principle 3 - Board Committees
The board should use committees where this
will enhance its effectiveness in key areas,
while still retaining board responsibility.
The Board retains ultimate responsibility
for Heartland and uses its committees to
advise and provide assurance to the Board
in respect of those areas delegated to them.
As at 30 June 2026, Heartland's standing
committees were the Audit & Risk Committee
and the Sustainability Committee. Their
Charters are available on the website. During
FY2026, each of these committees worked
with Management in its specific area of
responsibility and reported its findings and
recommendations to the Board. Management
attended committee meetings as required at
the invitation of the relevant committee.
During FY2026, the Heartland Board
had responsibility for remuneration and
nomination matters. Following consideration
by the Board of the range of corporate
governance, people, remuneration and
nomination functions it is responsible for,
and the increasing size and complexity of the
Group and the associated workload in these
areas, on 1 July 2026, the Heartland Corporate
Governance, People, Remuneration and
Nominations Committee was established.
11

See the commentary on Recommendations
3.3 and 3.4 below for further information.
Each of these Committees has a charter
which sets out the committee's objectives,
membership, procedures and responsibilities.
A Committee does not take action or make
decisions on behalf of the Board unless it is
specifically mandated to do so.
Audit & Risk Committee –
Recommendations 3.1 and 3.2
Pursuant to its Charter,
12
the Audit & Risk
Committee must be comprised solely of
Heartland directors, have at least three
members, with membership being restricted
to non-executive directors, the majority of
whom must be independent. One member of
the Committee must be both independent
and have an adequate accounting or financial
background. The Chair of the Audit & Risk

57
13 The Heartland Corporate Governance, People, Remuneration and Nominations Committee Charter has been prepared and will be reviewed
annually to ensure compliance with the recommendations in the NZX Code.
Committee must be an independent director
who is not the Chair of the Board.
As at 30 June 2026, the members of the
Audit & Risk Committee are E J Harvey
(Chair), K Mitchell and G R Tomlinson. The
role of the Audit & Risk Committee is to
advise and provide assurance to the Board
in order to enable the Board to discharge its
responsibilities in relation to the oversight of:
• the integrity of financial control, financial
management and external financial
reporting
• the internal audit function
• the independent audit process
• the formulation of its risk appetite, and
• material, emerging and strategic risks
relevant to Heartland and its subsidiaries
having been appropriately identified,
managed and reported.
The Audit & Risk Committee works closely
with the Audit Committee and the Risk
Committee of each of Heartland Bank and
Heartland Bank Australia, which have similar
responsibilities in relation to Heartland Bank
and Heartland Bank Australia, respectively.
Their meetings are held separately.
The relevant qualifications of the Committee
members are included on pages 99
to 100 of this Annual Report and their
profiles are available on pages 20
to 29 of this Annual Report. As at 30
June 2026, the Board determined that all
committee members had a recognised form
of financial expertise in accordance with
the Audit & Risk Committee's charter.
The Audit & Risk Committee operates under
a written charter and Management and
employees only attend meetings at the
invitation of the Committee. The Audit &
Risk Committee's written charter is available
on the website and outlines the roles
and responsibilities of the Committee.
Corporate Governance, People,
Remuneration and Nominations
Committee – Recommendations
3.3 and 3.4
During FY2026, the Board had responsibility
for the following remuneration and
nomination governance functions rather than
delegating these to a separate committee:
• corporate governance matters
• people strategy, including organisation
structure, performance, succession
planning, development, culture, diversity
and remuneration strategy and policies
and any other strategic people initiatives
• remuneration of the Heartland directors,
CEO and senior executives
• monitoring the performance of the
Heartland CEO including setting and review
of annual key performance indicators
(KPIs), and
• Heartland director and senior executive
appointments, Board composition and
succession planning.
Management only attended Board
meetings in relation to remuneration
matters at the invitation of the Board.
For the reasons described below, on 1 July
2026, the Heartland Corporate Governance,
People, Remuneration and Nominations
Committee was established. Pursuant to its
Charter
13
, the Committee must have at least
three members, with membership being
restricted to non-executive directors, the
majority of whom must be independent.
As at 1 July 2026, the members of the
Heartland Corporate Governance, People,
Remuneration and Nominations Committee
are R Bell (Chair), E J Harvey and G R
Tomlinson, each of whom were appointed to
the Committee on its establishment. The role
of the Committee is to advise and provide
assurance to the Board in order to enable
the Board to discharge its responsibilities in
relation to the oversight of:
• corporate governance matters
• people strategy, including organisation
structure, development, performance
management system and processes,
succession planning, culture, diversity and
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14 The Sustainability Committee Charter has been prepared and is reviewed annually to ensure compliance with the requirements of the NZX
Listing Rules and the recommendations in the NZX Code.
inclusion and any other strategic people
initiatives
• Heartland group remuneration strategy
and policies
• remuneration of the Heartland group
directors, the Heartland CEO and
Heartland senior executives
• performance of the Heartland CEO
including the setting and review of annual
KPIs
• Board appointments, nominations,
composition and succession planning
• Heartland senior executive appointments
• Heartland's performance rights plan
issued under the Heartland Group
Holdings Limited – Performance Share
Rights Plan Rules, and
• corporate governance and remuneration
reporting obligations in HGH's capacity as
a NZX/ASX listed issuer,
in each case in compliance with all applicable
legal and regulatory requirements, including
the NZX Listing Rules, NZX Code and ASX
Listing Rules (as applicable), and the
requirements of New Zealand and Australian
prudential regulation, as applicable to
Heartland and its subsidiaries.
The profiles of the Committee members
are available on pages 20 to 29 of this
Annual Report.
The Committee operates under a written
charter and Management and employees
only attend meetings at the invitation of the
Committee. The written charter is available
on the website and outlines the roles and
responsibilities of the Committee.
Other Committees –
Recommendations 3.5
Sustainability Committee
In addition to the Audit & Risk Committee
and the Heartland Corporate Governance,
People, Remuneration and Nominations
Committee, the Heartland Board
has a Sustainability Committee to
oversee Heartland's Sustainability
strategy and implementation plans.
Pursuant to its Charter,
14
the Sustainability
Committee must have at least three non-
executive director members, the majority of
whom must be independent, and include at
least one non-executive director from each
of Heartland, Heartland Bank and Heartland
Bank Australia.
As at 30 June 2026, the members of the
Sustainability Committee are K Mitchell
(Chair), S R Tyler and S M Buggle. The role
of the Committee is to advise and provide
assurance to the Board in order to enable
the Board to discharge its responsibilities in
relation to:
• setting and reviewing progress against the
Group's sustainability strategy (covering
environmental, social and economic
wellbeing factors) - including undertaking
an initial materiality analysis process
• the Group's annual sustainability
disclosures
• the oversight of the Group's
implementation of the climate-related
risks (and opportunities) disclosure
regime, and
• advocacy for sustainability issues,
including consideration of whether the
appropriate skills and competencies exist
across the Group.
The profiles of the Committee members
are available on pages 20 to 29 of this
Annual Report.
The Sustainability Committee operates
under a written charter and Management
and employees only attend meetings
at the invitation of the Committee. The
Sustainability Committee's written charter
is available on the website and outlines the
roles and responsibilities of the Committee.
The Board is comfortable that no other
standing Committees are necessary at this
stage, however other ad hoc Committees are
established for specific purposes from time
to time.

59
15 The proposed merger remains subject to the satisfaction of the remaining conditions in the merger implementation agreement dated 1 June
2026 (MIA), including Heartland shareholder approval and any necessary regulatory approvals.
16 The merged bank would be known as TSB Heartland Bank Limited.
17 Other than in the case of regular financial reporting and capital markets activity (the form and content of which is approved by the full
Boards of Heartland and/or Heartland Bank upon the recommendation of the Heartland Board Audit & Risk Committee, the Heartland Bank
Board Audit Committee or a specially convened due diligence committee (as applicable), approving the form and content of that disclosure).
Subsidiary Committees
As at 30 June 2026, Heartland Bank and
Heartland Bank Australia also have separately
constituted Audit Committees, Risk
Committees, and a People & Culture and
Remuneration Committee for Heartland Bank
and a People, Remuneration and Nominations
Committee for Heartland Bank Australia. The
Committees each operate under written
charters and are tasked with working with
Management and reporting their findings and
recommendations to the relevant Board.
In addition, effective 4 June 2026, an
Establishment Panel comprising all of the
directors of Heartland Bank and two directors
of TSB was convened to, in preparation for
completion of the proposed merger between
Heartland Bank and TSB
15
, consider in advance
various matters in relation to the structure,
affairs, policies and practices, and conduct,
of the merged bank
16
to ensure the merged
bank will operate in an effective, efficient
and compliant manner from the completion
of the merger. The Establishment Panel
operates pursuant to a written charter. The
Establishment Panel will be dis-established
either on completion of the merger or in the
event that the remaining conditions in the
MIA are not satisfied or waived, such that the
proposed merger cannot complete.
Takeovers Response Manual –
Recommendation 3.6
The Board has documented and adopted a
Takeover Response Manual, which is designed
to give the Board and Management clear
direction on the steps that need to be taken
following receipt of a takeover offer.
The document, amongst other things, covers
conflicts, independent advice, shareholder
communications and establishing a
sub-committee, where appropriate, to
provide the Board and management clear
direction on receipt of any takeover offer.
It also includes an “independent director”
protocol for directors who are involved in
or associated with the bidder, talks to the
scope of independent advisory reports
to shareholders, and prompts the Board
to consider the option of establishing an
independent Takeover Committee following
receipt of a takeover offer.
Principle 4 - Reporting and
disclosures
The board should demand integrity in
financial and non-financial reporting,
and in the timeliness and balance
of corporate disclosures.
Heartland appreciates that its investors
and other stakeholders value both financial
and non-financial reporting, so it seeks
to ensure that its investors have timely
access to appropriate and accurate material
information about Heartland which is factual
and balanced.
Refer to ‘Sustainability' on page 34 of this
Annual Report for information on Heartland's
environmental, social and economic impact
across New Zealand and Australia.
Continuous Disclosure Policy –
Recommendation 4.1
Heartland's Disclosure Policy sets out
procedures that are in place to make sure all
material positive and negative information is
identified and disclosed in a timely manner,
and to prevent the selective disclosure of
material non-public information. Under the
Policy, potentially ‘material information' is
required to be brought to the attention of
the Chief Legal Officer who is responsible for
making a recommendation to the ‘Decision
Makers ' being:
• the CEO of Heartland, and/or
• the CEO of Heartland Bank and at least one
independent director of Heartland and/or
Heartland Bank, and/or
• the full Board of Heartland and/or Heartland
Bank (as applicable).
The Decision Makers are ultimately
responsible for determining whether
information is material
17
, and approving the
form and content of material information
that is disclosed. Heartland also monitors
information in the market about itself and will
release information to the extent necessary
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to prevent the development of a false market
for the Group's quoted financial products.
Heartland's Disclosure Policy is available on
its website.
Availability of key documents –
Recommendation 4.2
Heartland's Codes of Conduct, Board
and Committee Charters and the policies
recommended in the NZX Code, including
the Disclosure Policy, the Insider Trading
Policy, the Diversity, Equity and Inclusion
Policy and the Remuneration Policy, are
available on the website, together with
the Whistleblowing Policies (NZ and AU).
Heartland also maintains copies of its
stock exchange announcements, and
half-year and full-year reports, investor
presentations and details of annual and
special shareholder meetings on its website.
Financial reporting disclosure –
Recommendation 4.3
The Audit & Risk Committee oversees
the quality and timeliness of all external
financial reports, including all disclosure
documents issued by Heartland.
The Audit & Risk Committee, working closely
with the Heartland Bank and Heartland
Bank Australia Audit Committees, oversees
the preparation of Heartland's financial
statements and setting policy to ensure the
information presented is useful for investors
and other stakeholders. Heartland makes its
financial statements easy to read by using
clear, plain and objective language, and
structuring them so that key information is
prominent. In addition to the full-year audit,
Heartland's external auditor completes a
review of the interim financial statements.
Heartland's CEO is also required to certify
to the Audit & Risk Committee that the
financial statements of the Group present
a true and fair view of Heartland and comply
with all relevant accounting standards.
Heartland considers the commentary to
this Recommendation 4.3 in relation to
the preparation of its full year and interim
financial statements and prepares a
comprehensive market announcement and
investor presentation to communicate a
balanced and understandable assessment
of its performance to shareholders,
including an assessment of its performance,
business model, strategic objectives
and progress against meeting them.
Changes in financial disclosure are
explained, and historical comparison is
included where required. Heartland's
financial reporting includes, amongst
other things, forward-looking elements
where this will enhance understanding.
During FY2026, in addition to the publication
of its full year and interim results, Heartland
provided quarterly trading updates for the
Group to the market for the first and third
quarters of FY2026, which it announced
via the NZX and ASX on 23 October
2025 and 23 April 2026, respectively.
On 2 June 2026, Heartland also announced
via the NZX and ASX the proposed merger of
Heartland Bank and TSB. That announcement
was accompanied by a detailed investor
presentation including a summary of the
proposed merger, funding and governance
information, a financial overview and
information in relation to process and
timing, amongst other things. On 31 August
2026, an updated version of that investor
presentation was published together
with Heartland's notice of meeting for its
special shareholder meeting to be held on
30 September 2026, at which shareholders
will vote on the proposed merger.
Non-financial reporting disclosure –
Recommendation 4.4
Heartland and Heartland Bank are climate
reporting entities for the purposes of the
Financial Markets Conduct Act 2013 and
are required to prepare an annual climate
statement in accordance with the Aotearoa
New Zealand Climate Standards (NZ CS).
The climate statement is prepared jointly for
Heartland and Heartland Bank, collectively
with its subsidiaries including Heartland Bank
Australia. The Heartland and Heartland Bank
Boards approve the joint climate statement
upon the recommendation of the Heartland

61
Sustainability Committee, who provide
ongoing oversight of its preparation.
In preparing the climate statement,
Heartland ensures its non-financial reporting
disclosures are materially accurate and
provide an appropriate level of information for
investors through a series of internal reviews,
evaluations against the NZ CS requirements,
responding to regulatory feedback and
insights, and ongoing oversight from relevant
governance bodies including the Heartland
Sustainability Committee and Audit and Risk
Committee. In addition, as is required under
NZ CS, Heartland's Scope 1 and 2 greenhouse
gas emissions are assured by PwC.
Assurance for Scope 3 greenhouse gas
emissions and other material climate-related
disclosures is currently voluntary. Heartland
intends to extend assurance coverage to
Scope 3 greenhouse gas emissions by the
time it is mandatory in the financial year
ending 30 June 2028.
Heartland also prepares an annual
Sustainability Report to provide information
on progress against its sustainability strategy
across New Zealand and Australia.
Refer to ‘Sustainability' on page 34 of this
Annual Report for information on Heartland's
progress against its sustainability strategy
and to the Climate Statement available at
heartlandgroup.info/sustainability.
Heartland's existing sustainability reporting
in this report does not currently align to a
global framework. Reflecting its increasing
reporting maturity, Heartland may commence
alignment with a global reporting framework
during FY2027.
The Board continually evaluates what
non-financial matters are a focus for the
Group and the responsibilities of executives
are refined to ensure that such matters
have appropriate oversight. This process
ensures that Heartland's non-financial
reporting is accurate and discloses
a valuable amount of information to
shareholders. In recognition of the need to
dedicate specific expertise to Heartland's
sustainability initiatives, as described in
relation to Recommendation 3.5, Heartland
has a Sustainability Committee (being a
Board Committee), as described above.
Principle 5 – Remuneration
The remuneration of directors and executives
should be transparent, fair and reasonable.
The Remuneration Policy is designed to
attract and retain capability, align executive
reward with strategy, performance, risk
and values, and provide fair and equal
pay. Director remuneration is fixed and
shareholder-approved and non-executive
directors do not receive performance-
based remuneration or equity-based
remuneration. Executive remuneration
comprises fixed remuneration, performance-
based short- term incentives and, in
certain cases, long-term incentives, with
clear financial and non-financial criteria
and appropriate vesting conditions.
The Remuneration Report on pages 71
to 89 of this Annual Report discloses
director fees, committee fees, executive
remuneration and the CEO's base salary,
short-term incentive, long-term incentive
and performance criteria, including
FY2026 outcomes. Any remuneration
consultant used, their independence and
material assumptions and methodology
are disclosed where applicable.
Principle 6 - Risk Management
Directors should have a sound understanding
of the material risks faced by the issuer
and how to manage them. The Board
should regularly verify that the issuer has
appropriate processes that identify and
manage potential and material risks.
Risk management – Recommendation 6.1
The Board ensures that Heartland has a
Risk Management Programme in place
which comprises a Risk Management
Framework and Risk Appetite Statements,
together with supporting documentation
which is maintained by Management of its
subsidiaries, including an Operational Risk
Management Framework for Heartland Bank.
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18 Both Heartland Bank and Heartland Bank Australia also maintain entity specific Risk Appetite Statements.
Heartland's Risk Management Programme
identifies, manages and communicates
the key risks that may impact Heartland's
business, which include material financial
and non-financial risks, including strategy,
capital, credit, liquidity, funding, market,
business management, resilience, systems
and cyber security, conduct and people risks.
The Board is responsible for determining
the nature and extent of the material risks
it is willing to take to achieve its strategic
objectives and how it will manage them.
Specific risk management strategies
have been developed for each of the key
risks identified. As described in relation
to Recommendations 3.1 and 3.2, one of
the Audit & Risk Committee's purposes is
to advise and provide assurance to the
Board in respect of material, emerging
and strategic risks relevant to Heartland
and its subsidiaries, ensuring that they
are appropriately identified, managed and
reported to the Board. Heartland maintains
a Group wide Risk Appetite Statement
18

which records the likelihood and impact
of each risk to the Group's businesses,
identifies the key risks and notes the
steps taken to mitigate each risk.
The Audit & Risk Committee oversees the
Risk Management Programme and Risk
Management Strategy and, together with
the Board, receives and reviews regular
reports on risk management. Specific risks
identified by the Board are set out in the
notes to Heartland's financial statements
for the year ended 30 June 2026 included
in this Annual Report. The Board reviews
its Risk Management Strategy annually.
In addition, as discussed above, the Heartland
Group Oversight Framework sets out the
overarching framework for, and approach
to, oversight activities in the Group. This
includes (amongst other things) governance
expectations in respect of risk, reflecting that
each Group entity has its own risk appetite,
measures and regulatory responsibilities, but
parent entities will set consolidated group
risk appetite and measures (as applicable),
which necessitates overall alignment of
subsidiaries' risk appetites, measures and
common risk classification where possible.
An overview of the Group's risk
management and oversight arrangements
is set out in the following diagram:
The Group has in place comprehensive insurance cover for insurable liability and general
business risk.

63
Wellbeing, health and safety –
Recommendation 6.2
Heartland is committed to fostering a working
environment where all employees are
actively engaged in maintaining a workplace
that is mentally and physically safe and
healthy. Through collaboration and open
engagement, Heartland promotes a positive
health and safety culture and supports the
wellbeing of its people. Heartland works with
its employees to identify, assess, manage
and regularly review workplace risks, with a
strong focus on continuous improvement
in health, safety and wellbeing practices.
All Group employees are required to
read and attest to the policy relevant
to their jurisdiction annually. Separate
policies are maintained for New Zealand
(Wellbeing, Health and Safety Policy)
and Australia (Workplace Health and
Safety Policy), reflecting the legislative
differences between the two jurisdictions,
including the application of both State
and Federal workplace health and
safety requirements in Australia.
As part of the induction process, all new
employees are provided with information
and guidance on the relevant policy and
associated procedures. New employees
are then required to confirm that they have
read, understood and will comply with the
applicable policy and this confirmation
is repeated annually. Further Wellbeing,
Health and Safety training modules are
deployed across the year including:
Remote and Isolated Worker; Safety
Training Office Security & Threat Response;
Create a safe and respectful workplace;
De-escalation training – understanding
and managing customer behaviour in
high risk situations; and Prevention of
Bullying, harassment and discrimination.
Workplace, Health and Safety education
is also deployed annually for the Board
on current trends, obligations and
responsibility. During the FY2026 reporting
year the focus has been on mental
wellbeing and psychosocial safety. This
training has also been delivered for the
Wellbeing, Health and Safety committee
and the People and Culture team.
Reflecting the importance of health and
safety considerations, the Wellbeing,
Health, & Safety Committee, which operates
at a management level representing all
employees, convenes quarterly to discuss
and review risks, reported incidents,
accidents and near misses, initiatives and
tabled reports. Incidents, accidents and
near misses are registered in our RMS.
A monthly Wellbeing, Health & Safety Report
that includes relevant statistics, trends and
actions taken, the number of employees
accessing counselling, and summaries
of initiatives is provided to the Heartland
Bank Executive Risk Committee and to all
Boards. The Heartbeat engagement survey
of Heartland Bank employees conducted
in April 2026 returned strong results
with 92% of participants (out of a 90%
response rate) demonstrating awareness
of the WH&S policies at Heartland.
In FY2026, there were no notifiable events
to report to WorkSafe New Zealand, and
there have been no claims to the Australian
Workers Compensation Insurance.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
External auditor relationship framework
and independence – Recommendation 7.1
Heartland acknowledges that auditor
independence, objectivity and the
quality of the external audit process are
fundamental to maintaining shareholder,
investor and market confidence. Heartland's
External Auditor Independence Policy
is available on Heartland's website.
The Audit & Risk Committee is responsible
for overseeing the external, independent
audit of Heartland's financial statements.
This encompasses processes for maintaining
communication with Heartland's external
auditors, ensuring that the ability of the
external auditors to carry out their statutory
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audit role is not impaired, or could reasonably
be perceived to be impaired, assessing
what other services may be provided by
the external auditors to Heartland, and
monitoring and approving such services.
The Policy provides guidelines to ensure that
non-audit related services do not conflict
with the independent role of the external
auditor. All non-audit services provided by the
external auditor are subject to pre-approval in
accordance with Heartland's External Auditor
Independence Policy. In assessing whether
to approve such services, the Audit & Risk
Committee considers the nature of the work,
the related fees, and whether the services
could create, or be perceived to create, a
threat to auditor independence. The Policy
also sets out guidelines in relation to the
tenure and re-appointment of the external
auditor, which the Audit & Risk Committee
ensures are complied with.
The Policy provides that rotation of
Heartland's key audit partners is required
every five years and those partners will
be subject to a suitable cooling off period
following rotation.
The Policy also provides that the external
auditor must rigorously comply with its own
internal policies on independence and all
relevant professional guidance including
quality management. The external auditor
monitors its independence and reports to
the Audit & Risk Committee every six months
to confirm that it has remained independent
during the relevant period, in accordance with
Heartland's External Auditor Independence
Policy and the external auditor's policies and
professional requirements. There have been
no threats to auditor independence identified
during FY2026.
During FY2026:
• PwC New Zealand continued its
appointment as Heartland and
Heartland Bank's external auditor.
PwC and the key audit partner were
appointed on 16 December 2022; and
• PwC Australia continued its appointment
as Heartland Bank Australia's external
auditor. PwC Australia and the key audit
partners were appointed on 1 May 2025.
Given Group operations across New Zealand
and Australia, the Audit & Risk Committee also
considers the coordination of external audit
arrangements across the Group, including
the interaction between PwC New Zealand
and PwC Australia, to support a consistent
and effective audit approach.
Regular and full dialogue is maintained
between Heartland's Audit & Risk Committee,
external auditors and Management, with the
external auditors and Management regularly
attending Audit & Risk Committee meetings.
In addition, recognising the importance of
regular and full dialogue being maintained,
pursuant to the Audit & Risk Committee
Charter, the Board has authorised the
Committee to, as it considers necessary in
performing its duties:
• investigate any matter relevant to its
purpose
• seek any information it requires, across the
Group, from the Heartland CEO, Heartland
Bank Chief Financial Officer, Banking
Group Financial Controller, Heartland Bank
Group Treasurer, Chief Risk Officer, Head of
Internal Audit, Chief Legal Officer and, via
the CEO, from any other employee, officer
or external adviser
• obtain, at the expense of Heartland,
external legal or other independent
professional advice or for external legal
advisers or other independent parties with
relevant experience or expertise to attend
any meetings of the Committee
• communicate directly with, and have
unrestricted access to, the external
auditor and the Head of Internal Audit, and
• oversee all aspects of Heartland's
relationship with its external auditor.
The Heartland Audit & Risk Committee
meets with the external auditor without
Management present, where appropriate, to
support open and independent dialogue.

65
Auditor AGM attendance –
Recommendation 7.2
Heartland's external auditor attends its
Annual Meeting to answer questions from
shareholders in relation to the audit.
Shareholders are made aware of the
presence of Heartland's external auditor and
its representative's availability to answer such
questions at the outset of Annual Meetings.
Internal Audit – Recommendation 7.3
Heartland maintains separate internal audit
functions for New Zealand and Australia
that are independent of both Management
and the external auditors. The Heartland
Bank internal audit function provides audit
coverage for the New Zealand business. It
also provides oversight of, and coordinates
with, Heartland Bank Australia's internal audit
function, which provides coverage for the
Australian business.
The purpose of Internal Audit is to strengthen
Heartland's ability to create, protect and
sustain value by providing the Board and
Management with independent, risk-based,
and objective assurance, advice, insight and
foresight. Internal Audit may provide advisory
services and risk and control insights to
Management, provided such activities do
not impair or appear to impair Internal Audit's
independence or objectivity.
Internal Audit assists Heartland in
accomplishing its objectives through a
systematic, disciplined and risk-based
approach to evaluating and improving
the effectiveness of governance, risk
management and control processes.
Internal Audit has unrestricted access to
Board and Committee Chairs, directors,
Management, personnel, records, systems
and physical properties necessary to fulfil
its responsibilities. Internal Audit reports
regularly to the relevant Board Committees
on audit results, themes, emerging risks,
issue remediation progress and the
overall effectiveness of governance, risk
management and control processes.
The Heartland Audit & Risk Committee,
Heartland Bank Audit Committee and
Heartland Bank Australia Audit Committee,
as applicable, review and approve risk-
based Internal Audit plans. These plans are
developed using a structured assessment of
organisational risks and priorities, with input
from Management and relevant stakeholders.
Internal Audit coverage is primarily driven
by risk assessment rather than fixed audit
cycles. The audit plans seek to provide
appropriate coverage of material risks, key
business activities, significant change
initiatives and regulatory obligations. Internal
Audit operates in accordance with the
Global Internal Audit Standards issued by
The Institute of Internal Auditors and applies
other recognised professional frameworks
and industry practices where relevant.
The respective internal audit teams
have the following reporting lines:
• Heartland Bank – the Head of Internal
Audit functionally reports to the Chair
of the Heartland Audit & Risk Committee
and Chair of the Heartland Bank Audit
Committee and administratively reports to
the Heartland Bank Chief Risk Officer.
• Heartland Bank Australia – the Head of
Internal Audit functionally reports to the
Chair of the Heartland Bank Australia Board
Audit Committee and administratively
reports to the Heartland Bank Australia
Chief Risk Officer.
Principle 8 - Shareholder rights
and relations
The board should respect the rights of
shareholders and foster constructive
relationships with shareholders that
encourage them to engage with the issuer.
Shareholder information and
communication – Recommendations 8.1
and 8.2
The Board is committed to maintaining
a full and open dialogue with all
shareholders, as outlined in the
Disclosure Policy which is available on
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19 And accompanying documentation, including a comprehensive investor presentation, proxy form, independent expert report (both full and
summary) and independent board remuneration benchmarking summary report, all of which are available on Heartland's website.
the Heartland's website. Heartland keeps
shareholders informed through:
• periodic and continuous disclosure to NZX
and ASX
• information provided to shareholders,
analysts and/or media during briefings
• Heartland's website (heartlandgroup.info)
where shareholders can access financial,
operational and key corporate governance
information
• the Annual Meeting, at which shareholders
have the opportunity to ask questions, and
• annual reports.
To ensure a high level of accountability,
the Board encourages full participation of
shareholders at its Annual Meeting and any
Special Meetings and designs the meetings
to best achieve this outcome. This includes
holding hybrid meetings where shareholders
can attend a physical event or join virtually
online. Attendees are also able to submit
questions in advance of meetings and those
attending in person can raise them directly.
When Heartland publishes a Notice of Annual
Meeting or Special Meeting, it also publishes
an Online Guide which explains how to join
and navigate the virtual elements of the
meeting. At the conclusion of the live event,
a webcast of the meeting is published on
Heartland's website. Heartland's CEO attends
Annual and Special Meetings.
Heartland's website includes a 'Contact
Us ' page that provides contact details
for Heartland's share registrar and
shareholder enquiries and provides the
option to receive communications from
Heartland electronically. The website also
includes or maintains links to those other
items described in the commentary to
Recommendation 8.1.
Major decisions – Recommendation 8.3
Where shareholders are required to vote
on a matter concerning Heartland, the
Board encourages shareholders to attend
the Annual or Special Meeting or to cast a
postal vote or online vote or appoint a proxy.
All voting at Heartland's Annual or Special
Meetings is conducted by way of poll on the
basis of one share, one vote.
As disclosed through the publication on
31 August 2026 of a Notice of Meeting
19
,
Heartland is holding a Special Meeting on
30 September 2026 to seek the approvals
required under the NZX Listing Rules
in relation to the proposed merger of
Heartland Bank and TSB. Shareholders
will also be asked to vote on an increase
to the annual director fee pool. Heartland
will announce the outcome of the votes
promptly and without delay following the
conclusion of the Special Meeting and,
in accordance with the commentary to
Recommendation 8.3, will disclose whether
approval was obtained, and the voting
outcomes announced pursuant to the NZX
Listing Rules, in its FY2027 Annual Report.
Raising additional equity –
Recommendation 8.4
Heartland has not sought additional equity
capital during FY2026.
Publication of notice of meeting –
Recommendation 8.5
Heartland's 2025 Notice of Meeting was
available at least 20 working days prior to
its Annual Meeting and Heartland's Notice
of Special Meeting was available at least 20
working days prior to its Special Meeting to be
held on 30 September 2026, in each case on
its website.
In respect of both Notices of Meeting,
detailed, clear and meaningful information
about the matters to be addressed at
the relevant meeting was provided to
shareholders. As described above, the
Notice of Meeting for the Special Meeting
was accompanied by extensive supporting
material to assist shareholders in determining
how they wish to vote on the resolutions put
to them in relation to the proposed merger of
Heartland Bank and TSB.