Heartland publishes Notice of Meeting

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

NZX/ASX release

15 October 2026

Heartland publishes Notice of Meeting

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) has today published its Notice of Meeting for
its 2026 Annual General Meeting (Annual Meeting).

Heartland’s Annual Meeting will be held online at www.virtualmeeting.co.nz/hgh26 and in person at Akarana,
Auckland, New Zealand on Friday 13 November 2026, commencing at 10.00am (NZDT).
The Notice of Meeting and Voting and Proxy Form are available from heartlandgroup.info/shareholder-
meetings and will be sent to shareholders shortly. Copies are attached.
Shareholders are encouraged to submit questions in advance of the Annual Meeting by going to
vote.cm.mpms.mufg.com/HGH or by email to meetings.nz@cm.mpms.mufg.com (with the words Heartland
Group Holdings in the subject line for easy identification).
For shareholders submitting a postal vote or appointing a proxy, completed voting forms must be received by
Heartland's share registrar MUFG Pension & Market Services, or postal votes and proxy appointments lodged
online, by no later than 10.00am (NZDT) on Wednesday 11 November 2026.
The Annual Meeting recording will be available on Heartland's website at heartlandgroup.info/shareholder-
meetings after the conclusion of the live event.
– 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

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Notice of
2026 Annual
Meeting

Dear Shareholders,
On behalf of Heartland’s board of directors
(Board), I am pleased to invite you to
Heartland’s 2026 Annual Meeting which will be
held online at virtualmeeting.co.nz/hgh26 and
in person at Akarana, Auckland, New Zealand
on Friday 13 November 2026, commencing at
10.00am (NZDT).
At this year’s Annual Meeting, we will discuss
Heartland’s performance for the financial year
ended 30 June 2026, strategy, and plans for
growth for the year ahead.
I will be retiring by rotation and standing for
re-election by shareholders at the Annual
Meeting. The Board unanimously supports my
re-election.
You can read more in the Explanatory notes to
the Notice of Meeting.
Shareholders will also be asked to vote on
the Board’s authority to fix the auditor’s
remuneration.
If you are unable to attend the Annual Meeting
either in person or online, I encourage you
to cast a postal vote or appoint a proxy to
attend and vote at the Annual Meeting on
your behalf. Your personalised voting form
accompanies this Notice of Meeting.
For those shareholders who are attending the
Annual Meeting in person, please bring the
enclosed voting form with you to assist with
your registration.
You are invited to join the Board and senior
management for light refreshments at the
conclusion of the meeting.
On behalf of the Board,
Greg Tomlinson
Chair of the Board
Heartland Group Holdings Limited
(Heartland) invites you, our shareholders,
to join us at our hybrid annual meeting
(Annual Meeting).
NOTICE OF MEETING
2

Agenda for the Annual Meeting
A. Chair’s welcome and address
B. Chief Executive Officer’s address
C. NZ Bank Chief Executive Officer’s address
D. AU Bank Chief Executive Officer’s address
E. Shareholder discussion
F. Formal business
To consider, and if thought fit, to pass the following resolutions:
Resolution 1: Re-election of Greg Tomlinson
That Greg Tomlinson, who retires and is eligible for re-election, be re-elected as a director of
Heartland.
Resolution 2: Auditor’s remuneration
That the Board be authorised to fix the remuneration of Heartland’s auditor, PwC, for the financial
year ending 30 June 2027.
Resolutions 1 and 2 are ordinary resolutions, each requiring approval by a majority (being
more than 50%) of the votes of those Heartland shareholders entitled to vote and voting.
A brief description of each resolution is included in the Explanatory notes. The Board
unanimously supports each resolution.
NOTICE OF MEETING
3

Resolution 1: Re-election of Greg Tomlinson
(Chair and Non-Independent Non-Executive Director)
Heartland’s constitution and the NZX Listing Rules prohibit a director from holding office (without
re-election) for more than three years or three annual meetings, whichever is longer. If a director
is eligible, they may offer themselves for re-election by shareholders at the meeting.
Having been elected by Heartland shareholders at Heartland’s 2023 Annual Meeting on 9
November 2023, Greg Tomlinson retires at the Annual Meeting and, being eligible, offers himself
for re-election by shareholders.
For the purposes of the NZX Listing Rules, the Board has determined that Greg Tomlinson is a
Non-Independent Director as he has a beneficial interest in the 83,335,936 Heartland shares (a
8.81% shareholding) held by Tomlinson Group HGH Limited, which is currently Heartland’s largest
shareholder.
A brief biography of Greg Tomlinson is set out below, together with a list of his current
directorships.
Biography
Greg Tomlinson
AME
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 which has active
investments in the aged care, animal pharmaceutical, finance and wine sectors.
Greg is a director of several public and private companies, including Oceania Healthcare, Argenta,
and is Chair of Indevin Group. For a full list of Greg’s directorships, please refer to page 99 of
Heartland’s 2026 Annual Report.
Greg and his wife Jill support a variety of charities in New Zealand and abroad.
Resolution 2: Auditor’s remuneration
PwC will be automatically reappointed as Heartland’s auditor under section 207T of the
Companies Act 1993. It is proposed that the Board be authorised to fix PwC’s remuneration for
the year ending 30 June 2027 in accordance with section 207S of the Companies Act 1993.
NOTICE OF MEETING
4
Explanatory notes

Voting
Each shareholder will be entitled to one vote
for every share held as at 5.00pm (NZDT) on
Wednesday 11 November 2026.
Your right to vote may be exercised by:
• attending the meeting and voting in person
• attending the online meeting and voting
online
• submitting a postal vote
• appointing a proxy (or representative) to
attend the meeting and vote on your behalf
(Proxy).
If you are attending the meeting in person,
please bring the enclosed voting form that will
act as your admission card to the meeting.
How to submit a postal vote or
appoint a Proxy
If you are not able to attend the Annual
Meeting, either in person or online, but wish
to submit a postal vote or appoint a Proxy to
attend the online meeting and vote on your
behalf, you can:
• lodge your postal vote or appoint a Proxy
online at vote.cm.mpms.mufg.com/HGH.
You will be required to enter your CSN/
Holder Number and Authorisation Code
(FIN) (New Zealand Register) or HIN/SRN
and postcode (Australian Register).
If you do not have a FIN number, please
contact MUFG Pension & Market Services
at +64 9 375 5998 or
enquiries.nz@cm.mpms.mufg.com
• complete and return the enclosed voting
form in accordance with the instructions
on the voting form.
A Proxy need not be a shareholder of
Heartland. If you wish, you may appoint the
Chair of the meeting as your Proxy. To do so,
please write “Chair of the meeting” in the
relevant section of the voting form. The Chair
will vote according to your instructions.
If the Chair is not instructed how to vote,
the Chair intends to vote in favour of each of
the resolutions.
For your vote or Proxy to be effective, your
completed voting form must be received by
MUFG Pension & Market Services, or your
postal vote or your Proxy appointment lodged
online, by no later than 10.00am NZDT on
Wednesday 11 November 2026.
Shareholder questions prior to
the Annual Meeting
Shareholders are encouraged to submit
questions in advance of the Annual Meeting.
Shareholders present at the Annual Meeting,
whether in person or online, will have the
opportunity to ask questions during the
meeting. If you cannot attend the Annual
Meeting in person or online, but would like to
ask a question, you can submit a question
by going to vote.cm.mpms.mufg.com/HGH or
emailing your Proxy Form with your question
to enquiries.nz@cm.mpms.mufg.com (please
put the words “Heartland Group Holdings
Proxy Form” in the subject line to enable easy
identification). Shareholder questions will
need to be submitted by 10.00am NZDT on
Wednesday 11 November 2026. Questions
should relate to matters being addressed at
the Annual Meeting.
How to attend the online
meeting
To attend the online meeting, please go to
virtualmeeting.co.nz/hgh26. Shareholders
attending online will be able to vote during
the Annual Meeting. Shareholders who
will be attending the online meeting and
wish to ask a question are encouraged
to submit their question(s) prior to the
Annual Meeting in accordance with the
instructions below. More information
regarding virtual attendance at the Annual
Meeting (including how to vote during the
meeting) is available in the Virtual Meeting
Guide available at mail.cm.mpms.mufg.com/
MUFG/MUFG_VirtualMeetingGuide.pdf.
Procedural notes
NOTICE OF MEETING
5

Venue and parking information
The physical meeting is being held in the Te Kawau Room at:
Akarana, 8-10 Tamaki Drive, Okahu Bay, Auckland 1071
Limited paid parking is available at the venue.
Free parking is available on Tamaki Drive.
For more information about parking and getting to the venue,
visit akarana.co.nz/contact
NOTICE OF MEETING
Enter here
6
Pay to parkFree street parking

heartlandgroup.info

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Admission card
If you are attending the Annual Meeting, keep this form intact
and bring it to the Annual Meeting for registration purposes.
If you are not attending the Annual Meeting, but wish to make a
postal vote or appoint a proxy (Proxy), you can do so online or by
completing and returning this form to MUFG Pension & Market
Services. It must be received by no later than 10.00am (NZDT)
on Wednesday 11 November 2026.
This is the cut-off time for postal votes to be cast and proxies to
be appointed online.
Signing this form
If your shares are held by:
a. an individual, this form must be signed by the individual (or his or
her duly authorised attorney);
b. a company, this form must be signed by a duly authorised
signatory of the company (including a director);
c. a trust, this form should be signed as above by at least one
trustee in accordance with the relevant trust deed
(in accordance with (a) or (b) above, as applicable if the trustee
is an individual or a company);
d. a partnership, this form should be signed by at least one
partner in accordance with the rules governing the partnership
(in accordance with (a) or (b) above, as applicable if the partner is
an individual or a company); or
e. joint shareholders, this form should be signed by at least one
joint shareholder (or as otherwise required by the arrangements
between the joint shareholders) in accordance with the relevant
method for that joint shareholder set out above.
If this form is completed by an attorney or representative, a copy
of the power of attorney or letter of appointment of representative
(unless previously provided), must accompany this form together
with a completed certificate of non-revocation of authority.
Postal voting
If you are entitled to vote at the meeting, you may cast a postal
vote by ticking the Postal Vote box, completing the Resolutions
section, and signing and returning this form. Alternatively, you
can cast your postal vote online.
If you return a postal vote without indicating how you wish to
vote on a resolution, you will be deemed to have abstained
from voting on that resolution. If you lodge a postal vote and
appoint a Proxy, your postal vote will take priority over your Proxy
appointment.
Appointing a Proxy
If you are entitled to vote at the meeting, you may appoint a
Proxy by completing the Appointment of Proxy and Resolutions
sections and signing and returning this form. Alternatively,
you can appoint a Proxy online. If you return this form without
appointing a Proxy, it will be treated as a postal vote.
A Proxy does not have to be a Heartland shareholder. If your
Proxy does not attend the meeting, your vote will not be counted
(unless you have cast a postal vote before the meeting).
If you appoint a Proxy to vote on your behalf and tick the “Proxy’s
Discretion” box for a resolution, or do not direct your Proxy how
to vote on a resolution, your Proxy will vote as he/she sees fit
on that resolution. If you wish, you may appoint the Chair of
the meeting as your Proxy. To do so, please write “Chair of the
meeting” in the Appointment of Proxy section. The Chair will
vote according to your instructions. If the Chair is not instructed
how to vote, the Chair intends to vote in favour of each of the
resolutions.
You may still attend the meeting virtually should you appoint a
Proxy, noting that you will not be able to vote if a Proxy has been
appointed.
2026 Annual Meeting
How to lodge your postal
vote/proxy appointment:
Online: vote.cm.mpms.mufg.com/HGH
Email: meetings.nz@cm.mpms.mufg.com
Mail: Use the enclosed reply paid envelope or send to:
MUFG Pension & Market Services, PO Box 91976,
Auckland 1142, New Zealand
Deliver: MUFG Pension & Market Services
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
QR code: Scan this QR code with your
smartphone and vote online
Voting and
Proxy Form
Te Kawau Room, Akarana, Auckland, New Zealand and online at
virtualmeeting.co.nz/hgh26 at 10.00am (NZDT) Friday 13 November 2026.

Postal vote
Complete this section if you will not attend the meeting but wish to cast a postal vote.
I/We wish to vote by Postal Vote (please tick the box).
Appointment of Proxy
Complete this section if you will not attend the meeting but wish to appoint someone to attend on your behalf.
I/We being a shareholder/s of Heartland hereby appoint:
Full name:
Email address:
as my/our Proxy (or representative, if a body corporate) to attend the meeting on my/our behalf and any adjournment of the meeting and
to vote on my/our behalf at the meeting and any adjournment of the meeting in accordance with my/our directions below, and to vote
on any resolutions to amend the resolution, on any resolution so amended and on any other resolution proposed at the meeting (or any
adjournment thereof).
Resolution
Cast a postal vote, or instruct a Proxy to vote, by placing a tick in the relevant box.
If you have appointed a Proxy and want them to decide how to vote on the resolution,
tick the box “Proxy’s discretion”. Proxy’s discretion is not applicable for a postal vote.
ForAgainst
Prox y’s
discretionAbstain
1. That Greg Tomlinson, who retires and is eligible for re-election, be re-elected as a director
of Heartland.
2. That the Board be authorised to fix remuneration of Heartland’s auditor, PwC, for the financial
year ending 30 June 2027.
Shareholder questions
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but
would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/HGH and completing the online
validation process or complete the question section below and return to MUFG Pension & Market Services. Questions will need to be
submitted by 10.00am (NZDT) on Wednesday 11 November 2026. The Board will address and answer questions during the meeting.
Question:
Signature of shareholder(s)
Signature(s) of shareholder(s) Signature(s) of shareholder(s) Signature(s) of shareholder(s)
/ / 2026
Date of signing Day time contact phone number
Electronic investor communication
If you received the notice of meeting and this form by mail and would like to receive all future shareholder communications electronically
(by email) where possible, please write your email address below.
Email address:
Voting and
Proxy Form