Notification of Allotment of Securities

Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Heartland Group Holdings Limited (HGH)
NZX ticker code HGH
Class of financial product Unquoted Performance Share Rights
(PSRs), convertible to HGH ordinary
shares pursuant to the 2028 Grant (2028
Grant) made under HGH’s Performance
Share Rights Plan (Plan).
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4,875,000
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
PSRs are issued for nil consideration
Amount paid up (if not in full) N/A
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)
1

The PSRs for the 2028 Grant comprise
100% of the financial products of that
class.
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)
The PSRs issued under the 2028 Grant
comprise a single tranche. Provided the
performance hurdles have been achieved
by the vesting date (being the date that is
11 trading days after the date of release of
HGH’s full year results for the period
ended 30 June 2028 (FY28 Results) to
NZX and ASX, the PSRs will become
eligible for exercise by the participants.
On becoming exercisable, each PSR
entitles the holder to one fully paid
ordinary HGH share, subject to
adjustment in accordance with the plan
rules, ranking equally with all other HGH
ordinary shares.
The PSRs have a set exercise price of $0.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of 4,875,000 PSRs for the 2028
Grant under the Plan.
Board resolution dated 15 December
2025.
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.
4,875,000 PSRs

No PSRs are held as treasury stock
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 15 December
2025.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
See above.
PSRs do not entitle the holder to receive
dividends or other distributions or vote in
respect of HGH ordinary shares.
Any ordinary shares issued on the valid
exercise of PSRs will rank equally with
existing ordinary shares.
Holders of PSRs cannot transfer or grant
security interests over PSRs.
Date of issue/acquisition/redemption
2
19/12/2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
N/A
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Phoebe Gibbons
Contact person for this announcement Nicola Foley
Contact phone number +64 27 345 6809

2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Capital Change Notice

Updated as at February 2025
Contact email address nicola.foley@heartland.co.nz
Date of release through MAP

22/12/2025