Notification of Issue of Securities

NZX Release Notification of Issue of Securities pursuant to Listing Rule 7.12.1 7 April 2017 For the purposes of Listing Rules 5.2.5 and 7.12.1 of the NZX Main Board Listing Rules, Heartland Bank Limited (Heartland) advises that the following securities have been issued to certain institutional investors: Class of Security: Subordinated unsecured convertible notes (Notes). The Notes are not quoted on the NZX Debt Market. If a non-viability trigger event occurs, the Notes will convert into fully paid ordinary shares in Heartland (Conversion) ISIN: AU3FN0035416 Number of Notes issued: 20,000 Nominal value (if any): A$10,000 per Note Issue price: A$10,000 per Note and A$20,000,000 in aggregate for all Notes Payment: Cash Amount paid up: Fully paid up Percentage of total class issued: 100% of the total number of Notes Principal terms of the Notes: Refer to the Term Sheet accompanying this notice. Reason for issue: Approximately 72% of the face value of the Notes will be recognised as Tier 2 Capital, a type of regulatory capital, for Heartland. The proceeds of the issue of the Notes will be used for Heartland's general corporate purposes. Specific authority for issue: The Notes are issued pursuant to a Deed Poll dated 31 March 2017. The issue was approved by a resolution of the board of directors of Heartland. Terms or details of issue: Refer to the Term Sheet accompanying this notice. Total number of Notes after issue: 20,000 Treasury stock (for acquisition only): Not applicable Date of issue: 7 April 2017 Additional information: If a non-viability trigger event occurs, Conversion will occur immediately and without prior notice to the market. There is no cap on the number of ordinary shares in Heartland (HBL Shares) that can be issued by Heartland on Conversion. This means Conversion is potentially dilutionary for existing holders of HBL Shares. The level of potential dilution for existing holders of HBL Shares will depend on the price of HBL Shares and the spot NZ$/A$ exchange rate at the time of Conversion. - Ends - For further information please contact: Michael Drumm (General Counsel, Heartland Bank Limited) DDI 09 927 9136 End CA:00299611 For:HBL Type:GENERAL Time:2017-04-07 15:31:50