Capital Change Notice – performance rights

Capital Change Notice Notice of issue of performance rights under Heartland's performance rights plan This notice is given under the NZX Listing Rule 3.13.1 and relates to the issuance of performance rights (Performance Rights) to certain eligible employees of Heartland Group Holdings Limited (Heartland) pursuant to Heartland's performance rights plan (PR Plan) in respect of the 2020 financial year (PR Plan 2020 Tranche) and 2021 financial year (PR Plan 2021 Tranche). o Pursuant to the PR Plan 2020 Tranche, subject to the holder remaining employed by Heartland, or one of its subsidiaries, until 30 June 2022 and the extent of achievement of certain financial measures, strategic objectives and culture & conduct objectives by Heartland over the period between 1 July 2019 and 30 June 2022; and o pursuant to the PR Plan 2021 Tranche, subject to the holder remaining employed by Heartland, or one of its subsidiaries, until 30 June 2023 and the extent of achievement of certain financial measures, strategic objectives and culture & conduct objectives by Heartland over the period between 1 July 2020 and 30 June 2023, holders will be entitled to receive one fully paid ordinary share in Heartland for each performance right held by them. The targets are dynamic and may be adjusted by the Board of Heartland from time to time where necessary in order to maintain financial soundness and consistency with the spirit and intent of the PR Plan. Section 1: Issuer information Name of issuer: Heartland Group Holdings Limited NZX ticker code: HGH Class of financial product: Performance rights which give the holder options to acquire Heartland Ordinary Shares pursuant to the PR Plan ISIN (If unknown, check on NZX website): Not applicable Currency: NZD Section 2: Capital change details Number issued/acquired/redeemed: 6,261,213 performance rights Nominal value (if any): Not applicable Issue/acquisition/redemption price per security: Nil Nature of the payment (for example, cash or other consideration): No consideration is payable for the issue of the performance rights Amount paid up (if not in full): Not applicable. Percentage of total class of Financial Products issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence): 100% of the total number of Performance Rights issued pursuant to the PR Plan 2020 Tranche 100% of the Performance Rights issued pursuant to the PR Plan 2021 Tranche For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date): As described above. Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here): Issue of performance rights pursuant to Heartland PR Plan as authorised by resolution of directors dated 18 September 2020 Total number of Financial Products of the Class after the issue/acquisition/redemption/Conversion (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue/acquisition/redemption: 918,924 Performance Rights in respect of the PR Plan 2020 Tranche 5,342,289 Performance Rights in respect of the PR Plan 2021 Tranche No Treasury Stock held In the case of an acquisition of shares, whether those shares are to be held as treasury stock: No Specific authority for the issue, acquisition, or redemption, including a reference to the rule pursuant to which the issue, acquisition, or redemption is made: Directors resolution dated 18 September 2020 and NZX Listing Rules 4.6.1 Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements): As noted above. Date of issue/acquisition/redemption: 19/10/20 Section 3: Authority for this announcement and contact person Name of person authorised to make this announcement: Michael Drumm, Chief Legal & Bank Risk Officer Contact person for this announcement: Michael Drumm, Chief Legal & Bank Risk Officer Contact phone number: 09 927 9136 Contact email address: Michael.Drumm@Heartland.co.nz Date of release through MAP: 20/10/20 End CA:00361721 For:HGH Type:SECISSUE Time:2020-10-20 08:31:05