Heartland shareholders approve proposed TSB merger

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

NZX/ASX release

1 October 2026

Heartland shareholders approve proposed TSB merger

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) is pleased to confirm that its shareholders
have approved Heartland’s proposal to acquire from Toi Foundation all TSB Bank Limited (TSB) shares on issue
and subsequently merge Heartland Bank Limited (Heartland Bank) and TSB to create TSB Heartland Bank
Limited (together, the Proposed Transaction).

At Heartland’s Special Shareholder Meeting, held in Auckland and online on Wednesday 30 September 2026,
Heartland shareholders were asked to vote on resolutions required to approve the Proposed Transaction.
Shareholders representing 58.09% of Heartland’s issued capital voted on the Proposed Transaction, with
94.80% of the votes cast in favour.

Shareholder approval of the Proposed Transaction follows the completion of confirmatory due diligence, the
entry by each of Heartland and Toi Foundation into warranty and indemnity insurance arrangements,
completion of Toi Foundation’s community consultation, and Toi Foundation trustee approval of the Proposed
Transaction. Completion of the Proposed Transaction remains subject to satisfaction of the remaining
conditions, including the Material Adverse Change condition, and receipt of the necessary regulatory
approvals.

Heartland Group CEO Andrew Dixson said Heartland shareholder approval reflected confidence in Heartland's
ability to deliver the merger successfully.
“Yesterday’s approval is a strong endorsement from our shareholders of the strategic rationale for this
transaction and the long-term value it is expected to create. It marks an important milestone towards bringing
together two complementary banks to create a larger, more competitive New Zealand bank, with greater
capacity to invest in future growth. We are grateful for the support shareholders have shown and will now
focus on satisfying the remaining conditions and progressing towards completion.
Dixson acknowledged Heartland’s respect for TSB’s strong connection and longstanding commitment to
Taranaki. “Subject to the remaining conditions being satisfied and the Proposed Transaction completing,
Taranaki would remain a key operational hub for customer banking services, including through its local branch
network and customer-facing roles. The merged bank would also retain Heartland Bank’s existing nationwide
network, creating a national bank with a clear regional commitment. Importantly, the transaction’s structure
would support Toi Foundation’s ability to increase its investment back into the Taranaki community,” said
Dixson.
Addressing shareholders at the meeting, Heartland Board Chair Greg Tomlinson said the Proposed Transaction
provides an opportunity for customers, employees, communities and shareholders to share in the growth of a
larger New Zealand bank.
"Heartland’s shareholders include many everyday New Zealanders who supported the business when it
merged and listed in 2011," said Tomlinson. "Being part of a listed banking group gives customers and
communities the chance to invest in the bank’s success.”

See Heartland’s announcement dated 31 August 2026 for more information about the Proposed Transaction
and the resolutions put to Heartland shareholders at the Special Shareholder Meeting.
Results of Special Shareholder Meeting
As required by NZX Listing Rule 6.1, all voting was conducted by a poll.
The resolutions passed by shareholders were:

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 2
1. Merger of Heartland Bank and TSB
That the acquisition by Heartland of all of the shares in TSB and the subsequent amalgamation of
Heartland Bank and TSB (with Heartland Bank being the amalgamated company) under the merger
implementation agreement dated 1 June 2026 between Heartland, Toi Foundation and Toi Foundation
Holdings Limited be approved, confirmed and ratified for all purposes, including section 129 of the
Companies Act 1993 and NZX Listing Rule 5.1.1.
2. Issue of consideration shares
That the issue of 200,000,000 fully paid ordinary shares in Heartland to Toi Foundation at an issue price of
NZ$1.25 per share on completion of, and as partial consideration for, the acquisition by Heartland of all of
the shares in TSB be approved, confirmed and ratified for all purposes, including NZX Listing Rule 4.1.1.
3. Election of Mark Darrow as a Heartland Director
That Mark Darrow, having been nominated by the Board of Heartland in each director’s capacity as a
shareholder of Heartland, be elected as a director of Heartland with effect on and from the completion of
the acquisition by Heartland of all of the shares in TSB.
4. Directors’ remuneration
That the total annual remuneration available to all non-executive directors of Heartland and its
subsidiaries be increased from NZ$2,400,000 or AU$2,200,000 (whichever is the greater amount from
time to time) to NZ$2,600,000 or AU$2,350,000
1
(whichever is the greater amount from time to time), an
increase of NZ$200,000 or AU$150,000 (8.33% and 6.82% respectively) effective for the financial year
ending 30 June 2027 onwards, with such sum to be divided amongst the nonexecutive directors as the
Board may determine from time to time
Resolution 1 was a special resolution, requiring approval by a special majority of 75% or more of the votes of
those Heartland shareholders entitled to vote and voting. Resolutions 2 to 4 were ordinary resolutions, each
requiring approval by a majority (being more than 50%) of the votes of those Heartland shareholders entitled
to vote and voting.
The total number of votes cast during the meeting, by postal vote or by a proxy holder were as follows:
Special resolution For Against Abstain
That the acquisition by Heartland of all of the shares in
TSB and the subsequent amalgamation of Heartland
Bank and TSB (with Heartland Bank being the
amalgamated company) under the merger
implementation agreement dated 1 June 2026
between Heartland, Toi Foundation and Toi
Foundation Holdings Limited be approved, confirmed
and ratified for all purposes, including section 129 of
the Companies Act 1993 and NZX Listing Rule 5.1.1.
520,505,170
94.80%
28,556,745
5.20%
204,659
Ordinary resolutions For Against Abstain
That the issue of 200,000,000 fully paid ordinary
shares in Heartland to Toi Foundation at an issue price
of NZ$1.25 per share on completion of, and as partial
consideration for, the acquisition by Heartland of all of
the shares in TSB be approved, confirmed and ratified
for all purposes, including NZX Listing Rule 4.1.1.
514,602,454
94.71%
28,732,760
5.29%
2,323,186
That Mark Darrow, having been nominated by the
Board of Heartland in each director’s capacity as a
shareholder of Heartland, be elected as a director of
Heartland with effect on and from the completion of
the acquisition by Heartland of all of the shares in TSB.
534,960,799
98.10%
10,359,742
1.90%
3,946,033

1
An AUD/NZD exchange rate of 0.90 has been applied on the basis that it provides a more representative
estimate of the long-term exchange rate between the two currencies as compared to the spot rates in recent
periods, having regard to historical AUD/NZD movements over the past decade.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 3
That the total annual remuneration available to all
non-executive directors of Heartland and its
subsidiaries be increased from NZ$2,400,000 or
AU$2,200,000 (whichever is the greater amount from
time to time) to NZ$2,600,000 or AU$2,350,000
(whichever is the greater amount from time to time),
an increase of NZ$200,000 or AU$150,000 (8.33% and
6.82% respectively) effective for the financial year
ending 30 June 2027 onwards, with such sum to be
divided amongst the non-executive directors as the
Board may determine from time to time.
428,159,233
97.27%
12,012,902
2.73%
10,714,444

In accordance with NZX Listing Rule 6.3.1 and as set out in the Notice of Meeting in connection with this
Special Shareholder Meeting, certain persons were restricted from voting on certain resolutions. Heartland
disregarded votes cast in favour of:
• Resolution 2 by Toi Foundation (and its Associated Persons, including Fisher Funds Management Limited),
and
• Resolution 4 by any director of Heartland who is intended to receive directors’ fees (and their respective
Associated Persons),
unless such shareholder or person was casting a vote as a directed proxy for a person who was not disqualified
from voting.
As at the commencement of the meeting, Heartland had 945,206,975 ordinary shares on issue excluding
treasury stock.
– ENDS –

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

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

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

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

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

More: heartlandgroup.info