Heartland Group Holdings Ltd. · NZX:HGH
Heartland — Shareholder Meeting (September 2026)
46 slides from Heartland's shareholder meeting presentation, Sep 30, 2026
Slide 1: Heartland 2026 Special Shareholder Meeting release
NZX/ASX release 30 September 2026 Heartland 2026 Special Shareholder Meeting For personal use only The Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) Special Shareholder Meeting (Special Meeting) in relation to Heartland’s proposal to acquire all of the shares in TSB Bank Limited (TSB)
Slide 2: Special Shareholder Meeting 2026
For personal use only Special Shareholder Meeting 2026 30 September 2026
Slide 3: Agenda
Agenda For personal use only 01 Welcome and formalities 02 Chair’s Address 03 CEO’s Address 04 Shareholder discussion 05 Voting and conduct of poll 2
Slide 4: Other formalities
Other formalities For personal use only Proxies and postal votes received Meeting procedures Voting procedures and declaration of poll Notice of meeting 3
Slide 5: Voting and asking questions
Voting and asking questions For personal use only Voting Card Question box 4
Slide 6: Other formalities
Other formalities For personal use only Proxies and postal votes received Meeting procedures Voting procedures and declaration of poll Notice of meeting 5
Slide 7: Chair's Address
For personal use only 02 Chair’s Address Greg Tomlinson Chair, Heartland Group
Slide 8: Creating a larger New Zealand banking platform
Creating a larger New Zealand banking platform For personal use only Combining two complementary banks to do more together than either could do alone. Heartland Bank TSB TSB Heartland Bank A New Zealand bank with a rich Kiwi Regional community roots since 1850, Significant New Zealand challenger her
Slide 9: Proven M&A and integration experience
Proven M&A and integration experience For personal use only Heartland has grown by bringing businesses together. Formed through the merger of several New Zealand financial institutions in 2011, the addition of TSB extends Heartland Bank’s scale and capability. Strong M&A and integration track re
Slide 10: Continued regional focus and nationwide presence
Continued regional focus and nationwide presence For personal use only Heartland Bank and TSB each have long histories and a deep connection to regional New Zealand, with each bank’s portfolio • 2 key offices in Auckland • 1 branch in Auckland reflecting its community roots.1 (of 8 nationwide) (of 1
Slide 11: Heartland Group governance
Heartland Group governance For personal use only Toi Foundation will hold 17.5% of the shares in Heartland. Toi has nominated Mark Darrow for appointment to the Heartland Board, subject to Heartland shareholder approval. Heartland indicative shareholdings1 Governance Tomlinson Group HGH • Toi Founda
Slide 12: CEO's Address
For personal use only 03 CEO’s Address Andrew Dixson Chief Executive Officer, Heartland Group
Slide 13: A bank with materially increased scale
A bank with materially increased scale For personal use only Under the proposed transaction, Heartland would acquire all of the shares in TSB, and subsequently merge Heartland Bank and TSB, to create a larger New Zealand bank. Proposed structure (post-merger) Total New Zealand assets (NZ$b)2 Heartla
Slide 14: Snapshot of TSB Heartland Bank
Snapshot of TSB Heartland Bank For personal use only TSB Heartland Bank will operate as a full-service capable bank with specialist products and a cost-effective funding platform. Diversified and differentiated product set Optimised funding mix Gross receivables1 Funding1 Business Personal & Wholesa
Slide 15: Significant synergies available
Significant synergies available For personal use only Cost synergies are expected to be realised over a three-year period across TSB Heartland Bank. • When fully realised, these synergies are expected to deliver a ~$34m p.a. Indicative phasing synergies benefit to profit before tax. • Total one-off
Slide 16: Expected to materially enhance earnings and ROE
Expected to materially enhance earnings and ROE For personal use only Pro forma LTM NPAT (historical basis)1 15 1 LTM as at 31 December 2025 for Heartland and TSB. 3 Average balances used in ratio calculations are based on period-end balances as at 31 December 2024 and 31 December 2025. 2 Base rates
Slide 17: Pro forma capital impact
Pro forma capital impact For personal use only Heartland will remain well capitalised post-transaction. No ordinary equity share capital issuances by Heartland are expected to be needed to meet future capital requirements. HBL Banking Group regulatory capital movement1,2 Capital ratio1,2 RBNZ 19.5%
Slide 18: Proposed transaction funding
Proposed transaction funding For personal use only As part of the consideration, Toi Foundation will receive a diversified range of banking investments with greater flexibility and liquidity than is currently possible through its ownership of TSB. $50m $50m pre-completion cash dividend from TSB $620
Slide 19: Independent Expert Report
Independent Expert Report For personal use only On balance, Calibre Partners considers the positives of the proposed transaction outweigh the negatives for Heartland shareholders, and that the proposed consideration for TSB is reasonable. Value for money Scale and diversification Aggregate conside
Slide 20: Transaction progress
Transaction progress For personal use only Several conditions have now been satisfied. Subject to completion, the two banks would be integrated progressively over a period of up to three years. Condition Status Commentary • Confirmatory due diligence has been completed by both Heartland and Toi Init
Slide 21: Strategic rationale
Strategic rationale For personal use only Materially Diversified and Material Significant increases scale differentiated synergies shareholder in New Zealand product set available value creation 20
Slide 22: Shareholder discussion
For personal use only 04 Shareholder discussion
Slide 23: Voting and conduct of poll
For personal use only 05 Voting and conduct of poll
Slide 24: Resolution 1: Merger of Heartland Bank and TSB
Resolution 1: For personal use only 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
Slide 25: Resolution 2: Issue of consideration shares
Resolution 2: For personal use only 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 TS
Slide 26: Resolution 3: Election of Mark Darrow as a Heartland Director
Resolution 3: For personal use only 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 acquisi
Slide 27: Resolution 4: Directors' remuneration
Resolution 4: For personal use only 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
Slide 28: Voting and polling procedures
Voting and polling procedures For personal use only Mark your intention on your Voting Card by selecting “For”, “Against” or “Abstain” for each resolution. For those online, please click “Submit Vote” on the bottom of the voting card to lodge your vote. Once you have voted: • Place your Voting Card
Slide 29: Thank you
Thank you For personal use only Investor & media relations Nicola Foley Head of Corporate Communications & Investor Relations +64 27 345 6809 nicola.foley@heartland.co.nz Investor information For more information heartlandgroup.info/investor-information
Slide 30: Chair's Address
30 September 2026 Heartland Special Shareholder 2026: Chair’s Address For personal use only Good afternoon, ladies and gentlemen. Thank you for joining us today, both here at Eden Park and online. I’m pleased to present to shareholders Heartland Group Holdings Limited’s (Heartland) proposal to acqui
Slide 31: Chair's Address (continued)
That track record gives us confidence that Heartland understands the discipline required through careful planning, strong governance and continued attention to customers while change is underway. We know how to do this, and we know it must be done carefully. A bank with regional roots and a nationwi
Slide 32: Chair's Address (continued)
Together, these appointments will bring relevant knowledge of TSB and support a well-governed integration of the merged bank. Shareholders are also being asked to approve an increase in the total fee pool for non-executive directors. The new fee pool has been proposed by the Board after receiving th
Slide 33: CEO's Address
30 September 2026 Heartland Special Shareholder 2026: CEO’s Address For personal use only Thank you, Greg. Good afternoon and thank you all for joining us today. Greg has outlined the strategic context for the proposed transaction. I will focus on what the proposed bank and wider Heartland Group Hol
Slide 34: CEO's Address (continued)
There is potential for further benefits from funding and liquidity, including access to TSB’s deposit base, the opportunity to optimise the combined liquid asset base, and the ability to leverage Heartland’s existing and future technology investment across a larger bank. The estimated one-off cost o
Slide 35: CEO's Address: integration and next steps
The report also recognises the expected cost benefits, the more diversified loan book, the improved funding mix, and the potential for the transaction to be earnings and dividend accretive. Integration and next steps For personal use only Several conditions have now been satisfied, including confirm
Slide 36: Virtual Meeting Guide
For personal use only Virtual Meeting Guide MUFG Corporate Markets A division of MUFG Pension & Market Services
Slide 37: Check your browser
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Slide 38: Get ready to vote
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Slide 39: Register for the meeting
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Slide 40: Watch the meeting
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Slide 41: Get a voting card
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Slide 42: Enter your vote
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Slide 43: Submit your vote
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Slide 44: Ask a question
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Slide 45: Submit a question/reply
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Slide 46: For personal use only
For personal use only Title Description Body Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings.nz@cm.mpms.mufg.com MUFG Corporate Markets A division of MUFG Pension & Market Services
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