Heartland announces proposed Heartland Bank and TSB merger

Note: All figures in NZD unless otherwise stated.
Heartland Group Holdings Limited |
NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 1
NZX/ASX release
2 June 2026

Proposed merger of Heartland Bank and TSB will create a
New Zealand challenger bank of scale with a regional focus

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) is pleased to announce that it has signed a
conditional merger implementation agreement (MIA) with Toi Foundation and Toi Foundation Holdings
Limited (together, Toi Foundation) to merge Heartland Bank Limited (Heartland Bank) and TSB Bank Limited
(TSB).
Under the proposed transaction, Heartland will acquire from Toi Foundation all TSB shares on issue for an
aggregate consideration of $620 million. Immediately following the acquisition, Heartland Bank and TSB will
merge to create TSB Heartland Bank Limited (TSB Heartland Bank).
1

Summary of the proposed transaction and merger
‒ Recognising each bank’s long history and deep connection to regional New Zealand, the merged bank will
be called TSB Heartland Bank.
‒ TSB Heartland Bank will be a challenger bank of scale with a regional focus – increasing banking
competition and choice for New Zealanders.
‒ By combining Heartland Bank’s specialist product expertise with TSB’s cost-effective funding platform and
transactional banking capabilities, TSB Heartland Bank will be a full-service capable bank differentiated by
its specialist product offerings, with a lower risk-weighted product portfolio.
‒ Greater scale and product diversification will improve financial efficiency and resilience, which may support
an uplift in the merged bank’s long-term credit rating.
2

‒ Material synergies are expected to be progressively realised over a three-year period post-completion by
reducing shared costs across TSB Heartland Bank.
‒ Synergy realisation and the transaction structure are expected to drive material normalised earnings per
share accretion for Heartland shareholders, alongside an enhanced dividend per share profile.
‒ The aggregate consideration to Toi Foundation of $620 million represents 76% of TSB’s book value
3
and
comprises ordinary equity in Heartland (resulting in a 17.5% shareholding in Heartland by Toi Foundation),
a pre-completion cash dividend paid by TSB, a vendor loan provided to Heartland by Toi Foundation, and
Toi Foundation subscribing for Heartland Bank Tier 2 capital.
‒ Subject to Heartland shareholder approval, it is expected that one Toi Foundation nominee will be initially
appointed to the Heartland Board with effect from completion of the proposed merger. It is also expected
that on completion of the proposed merger, two existing TSB directors will initially join the TSB Heartland
Bank Board.
4

‒ The proposed merger is targeting completion in December 2026, subject to satisfaction of a number of
conditions in the MIA, including community consultation by Toi Foundation with Taranaki residents
5
,
Heartland shareholder approval and any necessary New Zealand and Australian regulatory approvals.

The proposed transaction builds on Heartland’s strong merger, acquisition and integration track record,
including the recent acquisition of Challenger Bank Limited (now Heartland Bank Australia Limited (Heartland
Bank Australia)) – which made Heartland Bank the first New Zealand registered bank to acquire an Australian
authorised deposit-taking institution.
Transaction costs are estimated to be approximately $15 million. Approximately $7 million will be expensed
and therefore reflected in Heartland’s net profit after tax (NPAT) for the financial year ending 30 June 2026
(FY2026) and approximately $8 million will be expensed and reflected in Heartland’s NPAT for the financial
year ending 30 June 2027 (FY2027) (subject to the transaction completing in FY2027).
6
Heartland now expects
the difference between reported and underlying NPAT in FY2026 to include transaction costs in addition to any
fair value changes on equity investments held and other one-off non-recurring expenses.
See the accompanying investor presentation for more details.

Heartland will host an investor briefing at 10.30am (NZST) today, Tuesday, 2 June 2026 – see page 3 for
webcast details.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 2
Strategic rationale
The proposed merger will create a New Zealand challenger bank of scale with a regional focus – increasing
banking competition and choice for New Zealanders. By bringing together Heartland Bank’s specialist product
expertise and TSB’s cost-effective funding platform and established transactional banking capabilities, TSB
Heartland Bank will be a full-service capable bank differentiated by its specialist products, with a lower risk-
weighted product portfolio.
Should the proposed merger proceed, substantial scale benefits, value creation and material synergies are
expected to be available.
TSB Heartland Bank will become New Zealand’s seventh largest bank
7
, with approximately $15 billion in total
New Zealand assets (a 171% increase in Heartland’s New Zealand asset base). With a materially increased scale
and diversified product set, it will have an enhanced ability to serve customers throughout their financial
lifecycle, support a productive economy, and deliver improved financial returns. In addition, the proposed
merger may support an uplift in the merged bank’s long term credit rating compared with Heartland Bank,
reflecting TSB Heartland Bank’s strengthened asset quality and lower risk-weighted product profile.
Heartland’s specialist product focus across New Zealand and Australia will be retained and enhanced by the
addition of full-service banking capabilities in New Zealand. As the NZX/ASX listed parent company of a larger,
optimised New Zealand banking business, Heartland will have the ability to deploy capital more effectively
across the group, and have the scale required to deliver an improved cost-to-income ratio through greater
operating leverage.
Material synergies are estimated through cost efficiencies associated with bringing the two banks together by
reducing duplication in activities, processes and shared business overheads. It is anticipated that these
synergies will be progressively realised over a three-year period post-completion of the proposed merger.
When fully realised, these synergies are expected to deliver an ongoing ~$34 million p.a. benefit to profit
before tax.
8

There is also potential for further upside from funding and liquidity synergies, in addition to the ability to
leverage Heartland’s investment in current and future technology programmes. Work remains ongoing in
relation to technology integration costs and potential technology synergies. However, these are not expected
to materially impact the proposed transaction’s financial outcomes. Total one‑off integration costs of
approximately $34 million are expected to be incurred over a three-year period post-completion as synergies
are realised.
Continued regional focus and nationwide presence
Heartland Bank and TSB each have long histories and a deep connection to regional New Zealand. The
proposed merger will be grounded in ensuring good outcomes for both Heartland Bank’s and TSB’s customers,
and the communities they serve. With its combined rich Kiwi heritage, TSB Heartland Bank will keep its focus
on helping New Zealanders to meet their banking needs.
Heartland Bank traces its roots more than 150 years to the Ashburton Permanent Building & Investment
Society in 1875. Its specialist product strategy and community investment via the Heartland Trust reflect its
ongoing commitment to Canterbury and New Zealand. This investment is expected to continue and strengthen
through TSB Heartland Bank.
TSB is a community trust-owned bank with deep regional roots in Taranaki, and has grown to provide banking
services nationwide. Known for its customer-centric approach, TSB has built a reputation for trust and
simplicity over generations. In 2025, the bank marked a significant milestone, celebrating its 175
th
anniversary.
Reflecting each bank’s community roots, TSB Heartland Bank will have a continued regional focus and
nationwide presence in New Zealand. It is intended that TSB Heartland Bank will retain Heartland Bank’s
existing nationwide presence, with Taranaki as a key operational hub for customer-based banking services –
including maintaining a local branch network and customer-facing roles in Taranaki.
Through the sale of TSB to Heartland, Toi Foundation will receive a more diversified investment portfolio,
including 17.5% of the shares in Heartland. This will enhance Toi Foundation’s ability to fund philanthropic
activities across the Taranaki region.

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 3
Proposed transaction details
Consideration
The aggregate consideration to Toi Foundation of $620 million represents 76% of TSB’s book value
3
and
includes a pre-completion cash dividend from TSB of $50 million. The remaining consideration comprises:
‒ $250 million of ordinary equity issued to Toi Foundation by Heartland (200 million shares issued at a price
of $1.25 per share, being a 14.6% premium to Heartland’s 10-day volume weighted average share price on
the NZX of $1.09 prior to announcement, representing a 17.5% shareholding in Heartland post-completion
of the proposed transaction)
‒ $56 million of subordinated debt (issued by Heartland Bank as Reserve Bank of New Zealand eligible Tier 2
capital)
‒ $264 million vendor loan provided by Toi Foundation to Heartland
9
, with a two-year term, but able to be
refinanced by Heartland at any time without break fees applying.

Heartland will remain well capitalised post-transaction, with TSB Heartland Bank and Heartland Bank Australia
each maintaining strong regulatory capital positions. No ordinary equity share capital issuances by Heartland
are expected to be needed to meet future capital requirements.
MIA and indicative timetable
The proposed merger is targeting completion in December 2026, subject to satisfaction of the conditions in the
MIA, including community consultation by Toi Foundation with Taranaki residents
5
, Heartland shareholder
approval and any necessary New Zealand and Australian regulatory approvals.
Each party may terminate the MIA if any condition is incapable of being satisfied, or is not satisfied or waived,
by the requisite date. The MIA includes customary interim period obligations which apply from execution of
the MIA to completion of the proposed merger, including requiring Heartland Bank and TSB to operate in the
ordinary course of business consistent with past practice.
As is the case with any acquisition, the proposed transaction is subject to various risks, including that it may
not complete if the conditions are not satisfied. See the accompanying investor presentation for more details
on the MIA, including the risks associated with the proposed transaction.

Key event Indicative timing
Toi Foundation community consultation with Taranaki residents
5
June – July 2026
Confirmatory due diligence completed and conditions satisfied June 2026
Warranty and indemnity insurance obtained June 2026
Notice of Meeting dispatched to Heartland shareholders July 2026
Heartland shareholder meeting to vote on the proposed transaction, including
appointment of Toi Foundation nominated director
August 2026
Targeted merger implementation date
10
December 2026

Heartland is being advised by Jarden (sole financial advisor), Chapman Tripp (legal and tax), Deloitte (financial
and technology due diligence) and EY (independent synergy assessment) in relation to the proposed
transaction.
Investor briefing
Heartland will host an investor briefing at 10.30am (NZST) today, Tuesday, 2 June 2026. To join the live
webcast, investors and media are invited to register at ccmediaframe.com/?id=43ZmloKv. The recording will
be available via the same link and from Heartland’s website after the call ends.
Investor day
Heartland’s investor day, previously scheduled for Friday 5 June 2026, will be deferred to a later date, enabling
Heartland to provide a more detailed update on its strategy and financial ambitions, including as a larger
banking group (subject to approval of the proposed transaction).
– ENDS –

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info 4
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

About Heartland
Heartland is an Australasian financial services group providing specialist banking products to New Zealanders
and Australians. Heartland is listed on the New Zealand and Australian stock exchanges under the HGH ticker
(NZX/ASX: HGH). Through its various predecessors, Heartland has a long history in financial services, stretching
back to Ashburton, New Zealand in 1875.

Today, Heartland is the listed holding company for two banks – Heartland Bank in New Zealand and Heartland
Bank Australia. Each bank is focused on providing specialist banking products to enable better lives for New
Zealanders and Australians. In both countries, these products include Reverse Mortgages, Livestock Finance,
and Savings and Deposits. In New Zealand, Heartland Bank also offers Motor Finance and Asset Finance.

Heartland’s role as the listed parent company is to ensure capital is allocated to the parts of its business which
generate strong returns, and to set the strategy and risk appetite within which the group operates. This
enables Heartland to maximise shareholder returns and for each bank to enhance the value it offers customers
by helping more New Zealanders and Australians with their specialist banking needs.
More: heartlandgroup.info

About Toi Foundation
Toi Foundation is a perpetual philanthropic community trust focused on building a thriving, inclusive and
equitable Taranaki for current and future generations. Toi Foundation supports communities in traditional,
philanthropic ways, while also looking to the future with a focus on strategic and innovative granting and
impact investing to achieve even greater long-term, intergenerational and transformational benefits for
Taranaki. It has owned TSB since 1988, with its investment portfolio currently including 100% of TSB and 66%
of Fisher Funds. More: toifoundation.org.nz
Endnotes

1
Heartland Bank will be the surviving entity following completion of the proposed merger.
2
Heartland Bank currently has a long-term credit rating of BBB stable (issued by Fitch Australia Pty Ltd).
3
As at 31 December 2025.
4
Subject to the approval of the respective boards of Heartland Bank and TSB.
5
Residents are defined as any people residing in the Taranaki region.
6
Final transaction costs are subject to actual spend.
7
Based on RBNZ Banking Dashboard data as at 31 December 2025.
8
Estimated synergies are management estimates prepared for transaction evaluation purposes and are
forward-looking. Cost synergies (~$34 million p.a.) represent expected annual pre-tax run-rate benefits
anticipated to be progressively realised within 3 years post-completion, subject to execution risk, regulatory
requirements, market conditions and final integration design. Synergy estimates have not been audited and
may differ materially from actual outcomes.
9
Less the value of any non-permitted pre-completion dividend paid by TSB (if any), noting this would not
reduce the aggregate consideration to Toi Foundation.
10
Prior to 1 December 2026, TSB is permitted to pay to Toi Foundation dividends of an equivalent amount to
those declared or paid by Heartland in the same period, based on the relative values of TSB and Heartland and,
if the merger implementation date is delayed beyond the 1 December 2026 target, TSB is permitted to pay to
Toi Foundation a dividend of up to $2.4 million per full calendar month (pro-rated for any partial month) from
1 December 2026 to completion, in each case funded solely from TSB’s NPAT generated during the relevant
period.

---

Investor Presentation
Proposed merger of
Heartland Bank and TSB
2 June 2026

2
Contents
2
01Summary of proposed transaction3 – 10
02Funding and governance11 – 13
03Financial overview14 – 20
04Process and timing21 – 25
Appendix 01Overview of Heartland Bank and TSB26 – 32
Appendix 02Glossary and disclaimers33 – 38

01
Summary of
proposed
transaction

4
Summary of proposed transaction
Proposed
transaction
summary
•On 1 June 20 26, Heartland Group Holdings Limited (Heartland) signed a conditional merger implementation agreement (MI A) with Toi
Foundation and Toi Foundation Holdings Limited ( together, Toi Foundation) to merge Heartland Bank Limited (Heartland Bank) and TSB Bank
Limited (TSB).
•Under the proposed transaction, Heartland will acquire from Toi all TSB shares on issue for an aggregate consideration of $620m.
•Immediately following the acquisition, Heartland Bank and TSB will merge via a short form amalgamation to create TSB Heartland Bank Limited
(TSB Heartland Bank).
1
•The proposed merger will create a New Zealand challenger bank of scale with a regional focus – increasing banking competition and choice for
New Zealanders. It will be a full-service capable bank differentiated by its specialist product offerings, with a lower risk-weighted product portfolio.
Financial
outcomes
•Material synergies will be progressively realised over a 3-year period post-completion by reducing shared costs across TSB Heartland Bank.
When fully realised, these synergies are expected to deliver a ~$34m p.a. benefit to profit before tax.
•Material normalised EPS accretion in excess of 20% is expected to be generated in the first year post-completion based on full run-rate
synergies
2
, alongside an enhanced DPS profile.
Consideration
•The aggregate consideration to Toi Foundation of $620 m includes a $50 m pre-completion cash dividend from TSB.
The remaining consideration comprises:
•$250 m of ordinary equity issued to Toi Foundation by Heartland ( 20 0 m shares issued at a price of $1.25 per share
3
, representing a 17.5%
ownership interest in Heartland post-completion of the proposed transaction)
•$56m subordinated debt ( issued to Toi Foundation by Heartland Bank as RBNZ eligible Tier 2 capital)
•$264m vendor loan provided to Heartland by Toi Foundation
4
.
•The aggregate consideration to Toi Foundation implies:
•0.76x TSB’s book value
5

•12.1x TSB’s LTM
5
NPAT
•8.2x TSB’s LTM
5
NPAT post achievement of full run-rate synergies realised across TSB Heartland Bank.
2, 6
1Heartland Bank will be the surviving entity following completion of the proposed merger.
2Based on steady state pre-tax cost synergies of ~$34m p.a. which will be realised over time across TSB Heartland Bank. Excludes
integration costs as these are non-recurring in nature.
3Issue price is a 14.6% premium to Heartland’s 10-day volume weighted average share price on the NZX of $1.09 prior to
announcement.
4Less the value of any non-permitted pre-completion dividend paid by TSB ( if any) , noting this would not reduce the aggregate
consideration to Toi Foundation.
5As at 31 December 2025.
6Excludes capital structure ( Tier 2 and vendor loan cost) adjustments from the proposed transaction.
The proposed merger will create a New Zealand challenger bank of scale with a regional focus.

5
Summary of proposed transaction
Brand and
regional
presence
•Recognising each bank’s long history and deep connection to regional New Zealand, the Heartland
Bank and TSB brands will be reflected in the merged bank’s name and branding strategies.
•TSB Heartland Bank will continue to focus on helping New Zealanders to meet their banking needs.
•It is intended that TSB Heartland Bank will retain Heartland Bank’s existing nationwide presence,
with Taranaki as a key operational hub for customer-based banking services – including
maintaining a local branch network and customer-facing roles in Taranaki.
Governance
•As part of the consideration, Toi Foundation will hold 17.5% of the shares in Heartland.
•Subject to Heartland shareholder approval, it is expected that one Toi Foundation nominee will be
initially appointed to the Heartland Board.
2

•It is also expected that on completion of the proposed transaction, two existing TSB directors will
initially join the TSB Heartland Bank Board.
3
Timing and
conditions
•Completion is being targeted in December 20 26, subject to satisfaction of a number of conditions
in the MIA, including community consultation by Toi Foundation with Taranaki residents
4
, Heartland
shareholder approval and any necessary New Zealand and Australian regulatory approvals. See
page 23 for the full list of conditions.
•Heartland’s investor day will be deferred to a later date, enabling Heartland to provide a more
detailed update on its strategy and financial ambitions, including as a larger banking group
( subject to approval of the proposed transaction) .
•As is the case with any acquisition, the proposed transaction is subject to various risks, including
that it may not complete if the conditions are not satisfied. See page 25 for more detail on the risks.
1Heartland and its subsidiaries.
2Effective from and subject to completion of the proposed transaction.
3Subject to the approval of the respective boards of Heartland Bank and TSB.
4Residents are defined as any people residing in the Taranaki region.
TSB Heartland Bank will continue to have a regional focus and nationwide presence.
Proposed structure
(post-merger)
Heartland Bank Australia Limited
Heartl and Group
1
Heartland Group Holdings Limited
NZX/ASX: HGH
New Zealand Banking
TSB Heartland Bank Limited
New Zealand company
Australian company
Australian Banking

6
Strategic rationale
1Based on steady state pre-tax cost synergies of ~$34m p.a. which will be realised over time across TSB Heartland Bank. Excludes
integration costs as these are non-recurring in nature.
2Heartland Bank currently has a long-term credit rating of BBB stable ( issued by Fitch Australia Pty Ltd (Fitch Ratings)).
3See page 16 for further detail.
4As at 31 December 2025.
5Excludes capital structure ( Tier 2 and vendor loan cost) adjustments from the proposed transaction.
•Material 171% increase in Heartland Bank’s asset base and 72% increase in pro forma NPAT ( post synergies)
1
to create a
New Zealand challenger bank of scale.
•Greater scale and diversification across products and locations will provide improved financial efficiency and resilience.
•Enhanced regional presence through Heartland Bank’s existing nationwide presence and the intention to retain
Taranaki as a key operational hub for customer-based banking services.
Materially
increases scale in
New Zealand
•Material synergies are expected to be progressively realised over a 3-year period post-completion by reducing shared
costs across TSB Heartland Bank.
•When fully realised, these synergies are expected to deliver a ~$34m p.a. benefit to profit before tax.
3
•Potential for further upside from funding and liquidity synergies in addition to the ability to further leverage Heartland’s
investment in current and future technology programmes.
Material synergies
available
•The aggregate consideration to Toi Foundation of $620 m implies an acquisition multiple of 0 .76x TSB’s book value
4
and
8.2x TSB’s LTM
4
NPAT post achievement of full run-rate synergies realised across TSB Heartland Bank
1, 5
.
•Synergy realisation and the transaction structure are expected to drive material normalised EPS accretion in excess of
20 % for Heartl and sharehol ders in the first year post-completion
1
, alongside an enhanced DPS profile.

The enlarged
capital base and enhanced returns profile of Heartland Group may support improved share liquidity.
Significant
shareholder value
creation
•Creation of a full-service capable bank differentiated by its specialist product offerings, with a lower risk-weighted
product portfolio – and an enhanced ability to serve customers throughout their financial lifecycle.
•Access to a cost-effective deposit funding base and established transactional banking capability.
•May support an uplift in the merged bank’s long-term credit rating compared with Heartland Bank, reflecting
strengthened asset quality and risk profile.
2
Diversified and
differentiated
product set

7
Snapshot of TSB Heartland Bank
11
th
10
th
9
th
8
th
7
th
New 7
th
6
th
5
th

A New Zealand challenger bank of scale with a regional focus – increasing banking competition and
choice for New Zealanders.
7
Material increase in scaleScale drives efficiency opportunities
Total New Zealand assets (NZ$b)
1
$43.1b
$16.8b
$15.1b
$9.5b
$6.8b
$5.6b
$4.6b
$3.7b
KiwibankRabobankHeartland Bank + TSBTSBSBSHeartland BankBank of ChinaCo-Operative Bank
Scale, ranked by total assets
1As at 31 December 2025 per RBNZ Banking Dashboard.
2Including Heartland Bank Australia’s assets, held in a subsidiary of Heartland Bank.
Greater scale and product diversification will improve financial
efficiency and resilience.
Heartl and Bank’ s New Zeal and
asset base increases by ~1 71 %
$18.3b
2
Ability to deploy capital more effectively across a
l arger, optimised banking business.
Leverage Heartland’s investment in current and
future technology programmes.
Additional scale will drive an improved CTI ratio by
leveraging the existing fixed cost base, with a
streamlined operating model.

8
Snapshot of TSB Heartland Bank
TSB Heartland Bank will operate as a full-service capable bank with specialist products, benefiting
from TSB’s cost-effective funding platform.
8
1Pro forma TSB Heartland Bank. Gross receivables include Heartland Bank’s NSAs – realisation of which is expected to be largely
concluded by 30 June 2026. As at 31 December 2025 for Heartland Bank and TSB.
2Business Finance includes Heartland Bank’s Asset Finance and Business Relationship portfolios.
Diversified and differentiated product setOptimised funding mix
Gross receivables
1
Funding
1
Optimised funding base through TSB’s greater proportion of
non-interest and interest bearing on call products.
Full-service capable banking with specialist products,
underpinned by low-risk reverse mortgages and home loans.
Home Loans,
54%
Motor
Finance, 13%
Reverse
Mortgages, 11%
Commercial
Property, 9%
Rural, 6%
Business
Finance
2
, 6%
Personal &
Other, 1%
Term deposit,
60%
On call bearing
interest, 30%
On call non-interest
bearing, 9%
Wholesale,
2%
$12.3b
$13.0 b

9
Snapshot of Heartland Group
The expanded Heartland Group will retain its existing specialist product focus across New Zealand
and Australia, enhanced by full-service banking capabilities in New Zealand.
9
1Heartland Bank’s lending portfolio also includes Home Loans and Unsecured Lending portfolios in addition to core product
portfolios. Home Loans and Unsecured Lending are winding down.
2Business Finance includes Asset Finance and Business Relationship.
3Includes credit card balances and other retail lending (including personal lending which is no longer accepting new applications).
4As at 31 December 2025 for Heartland and TSB. Heartland Bank’s gross receivables include NSAs.
5Pro forma combination.
6Including Heartland Bank’s Unsecured Lending portfolio which is winding down.
Formed through the merger of several
New Zealand financial institutions in
20 11, the addition of TSB extends
Heartland Bank’s scale and capability.
Strong M&A and integration track
record, including the recent acquisition
of Challenger Bank Limited ( now
Heartland Bank Australia) – the first
Australian authorised deposit-taking
institution (ADI) to be acquired by a
New Zealand registered bank.
Continued focus on providing
specialist products in New Zealand and
Australia.
Continued investment in technology
and automation to enhance customer
and employee experience.
Key highlights
New Zealand
5
A ustral iaHeartl and Group
5
Core lending products
1
Home Loans

44%
Reverse Mortgages

25%
Motor Finance

11%
Commercial Property

7%
Rural

7%
Business Finance
2

5%
Personal
3

1%
6
Gross receivabl es
4
NZ$12.3bA$2.5bNZ$15.1b
Total assets
4
NZ$15.1bA$3.1bNZ$18.3b
Funding
4
NZ$13.0 bA$2.7bNZ$16.1b
Regul atory capital
4
NZ$1.5bA$0 .3bn.a.
The acquisition of TSB provides
requisite scale in New Zealand
home loans which Heartland has
been unable to achieve organically
Gross receivabl es %

10
Continued regional focus and nationwide presence
Heartland Bank and TSB each have long histories and a deep connection to regional New Zealand,
with each bank’s portfolio reflecting its community roots.
1

1Portfolio details as at 31 March 20 25 for Heartland Bank and 31 December 20 25 for TSB.
•The proposed merger will be grounded in ensuring
good outcomes for both Heartland Bank’s and
TSB’s customers, and the communities they serve.
•With its combined rich Kiwi heritage, TSB
Heartland Bank will keep its focus on helping New
Zealanders to meet their banking needs.
•It is intended that TSB Heartland Bank will retain
Heartland Bank’s existing nationwide presence,
with Taranaki as a key operational hub for
customer-based banking services – including
maintaining a local branch network and customer-
facing roles in Taranaki.
•Key operational centre
and 7 branches in Taranaki
( of 12 nationwide)
•$4.2b Taranaki deposits
(
of $8.6b total)
•2 key offices in Canterbury
( of 8 nationwide)
•$1.1b Canterbury deposits
(
of $4.3b total)
•2 key offices in Auckland
( of 8 nationwide)
•$1.3b Auckland deposits
(
of $4.3b total)
•$0 .4b Wellington deposits
(
of $4.3b total)
•Key offices in Hamilton and
Tauranga
( of 8 nationwide)
•$0 .6b Waikato, Bay of Plenty
deposits (
of $4.3b total)
•1 branch in Auckland
( of 12 nationwide)
•$0 .9b Auckland deposits
(
of $8.6b total)

02
Funding and
governance

12
Proposed transaction funding
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.
$264m
$56m
$250m
$50m
1The current RBNZ target date for implementation of risk weight reductions and the first annual step change in capital ratios is 1 October 2026.
Aggregate consideration to Toi Foundation of $620m comprises:
$50 m pre-completion cash dividend from TSB
$250m of ordinary equity: Ordinary shares issued in Heartl and
•Shares issued: 200m
•Issue price: $1.25 per share ( being a 14.6% premium to Heartland’s 10-day volume weighted average share price
on the NZX of $1.09 prior to announcement)
$56m subordinated debt: Issued to Toi Foundation by Heartland Bank as RBNZ eligible Tier 2 capital
•Margin: 220 bps over NZ 5Y swap rate
•Term: 10 years, callable after 5 years
$264m vendor loan: Provided to Heartland by Toi Foundation
•Term: 2 years
•Repayable at any time over the loan term without break fees applying, providing TSB Heartland Bank flexibility
to optimise capital levels post-merger and following implementation of new RBNZ capital requirements
1

13
Heartland Group governance
Toi Foundation will hold 17.5% of the shares in Heartland and is expected to have representation in
Heartl and Group’s governance.
NZX / ASX listed
•Toi Foundation is strongly aligned to the continued growth and
prosperity of TSB Heartland Bank, and intends to be a long-
term, supportive sharehol der.
•Subject to Heartland shareholder approval of the proposed
transaction and appointment, it is expected that one Toi
Foundation nominee will be initially appointed to the Heartland
Board.
3
•It is also expected that on completion of the proposed
transaction, two existing TSB directors will initially join the TSB
Heartland Bank Board.
4
1Based on Heartl and’s share register at 30 April 20 26 .
2Related interest of Greg Tomlinson, Chair and Non-Executive, Non-Independent Director of Heartland.
3With effect on completion, subject to Heartland shareholder approval.
4Subject to the approval of the respective boards of Heartland Bank and TSB.
Heartland indicative shareholdings
1
Governance
Tomlinson Group
HGH Limited, 7.3%
2
Existing
institutional
investors, 22.7%
Existing retail
investors, 52.5%
Toi
Foundation,
1 7.5%

03
Financial
overview

15
Financial summary
The proposed transaction is expected to create significant value for Heartland shareholders.
1
•Aggregate consideration to Toi Foundation of $620m for 100% of the shares in TSB implies:
•0.76x book value
1
•12.1x LTM
1
earnings after tax ( excluding synergies)
•8.2x LTM
1
earnings after tax ( including achievement of steady state synergies
2, 3
).
2
•The proposed transaction is expected to generate material normalised EPS accretion in excess of 20% including steady state synergies
2
in the first
year post-completion, alongside an enhanced DPS profile.
•In addition to synergies ( see point 4 below) , returns are enhanced through the vendor loan component offered by Toi Foundation.
3•The proposed transaction is expected to enhance normalised ROE including steady state synergies.
2
4
•Pre-tax cost synergies of ~$34m p.a. are expected to be realised over time across TSB Heartland Bank, with full run-rate achieved 3 years post-completion.
•Estimated total one-off integration costs of ~$34m are expected to be incurred over a 3-year period post-completion.
•Potential for further upside from funding and liquidity synergies, in addition to the ability to further leverage Heartland’s investment in current and future
technology programmes.
5
•Strong balance sheet, funding and liquidity position maintained.
•Strengthened capital position, with TSB Heartland Bank well placed to benefit from the reduction in certain RBNZ risk weightings expected from October 2026.
•The proposed transaction may support an uplift in TSB Heartland Bank’s long-term credit rating reflecting its strengthened asset quality and risk profil e.
4
6
•Transaction costs are estimated to be approximately $15m. It is expected that approximately $7m will be expensed and therefore reflected in Heartland’s
NPAT for FY20 26 and approximately $8m will be expensed and reflected in Heartland’s NPAT for FY20 27 ( subject to the transaction completing in FY20 27) .
Heartland now expects the difference between reported and underlying NPAT in FY20 26 to include transaction costs in addition to any fair value changes on
equity investments held and other one-off non-recurring expenses.
1As at 31 December 2025.
2Based on steady state pre-tax cost synergies of ~$34m p.a. which will be realised over time across TSB Heartland Bank. Excludes
integration costs as these are non-recurring in nature.
3Excludes capital structure ( Tier 2 and vendor loan cost) adjustments from the proposed transaction.
4Heartland Bank has a long-term credit rating of BBB stable ( issued by Fitch Ratings) .

16
Significant synergies available
Ongoing cost synergies are expected to be realised over a three-year period across
TSB Heartland Bank.
Synergies overview
1,2
•Material synergies
3
will be realised over a 3-year period post-completion by
reducing shared costs across TSB Heartland Bank. When fully realised, these
synergies are expected to deliver a ~$34m p.a. benefit to profit before tax.
•Total one-off integration costs to realise the synergies are estimated at
~$34m and are expected to be incurred over a three-year period post-
completion.
Potential further upside
•Enhanced ability to serve evolving customer needs throughout their financial
lifecycle ( e.g. transitioning from traditional mortgage to reverse equity
product) .
•Funding synergies based on access to TSB’s cost-effective deposit base.
•Liquidity synergies based on optimising TSB Heartland Bank’s liquid asset base
post-completion.
•Ability to further leverage Heartland’s investment in current and future
technology programmes.

Work remains ongoing in relation to technology
integration costs and potential technology synergies, however these are not
expected to materially impact the transaction economics.
1EY was engaged by Heartland and Toi Foundation to assist in identifying and quantifying synergies, the pace at which they could be
realised, and the cost of extracting them.
2Assessed synergies and one-off integration costs exclude technology-related items.
3Estimated synergies are management estimates prepared for transaction evaluation purposes and are forward-looking. Cost
synergies ( ~$34m p.a.) represent expected annual pre-tax run-rate benefits anticipated to be progressively realised within 3 years
post-completion, subject to execution risk, regulatory requirements, market conditions and final integration design. Synergy
estimates have not been audited and may differ materially from actual outcomes.
Indicative phasing of pre-tax cost synergies
-
20%
40%
60%
80%
100%
% of pre
-tax cost synergies
Months from completion
Estimated cost efficiencies associated with bringing the two
banks together include reducing duplication in activities and
processes, and shared business overheads.

17
Heartland Group pro forma balance sheet
Balance sheet
1
HGH
( Dec-25)
TSB
( Dec-25)
Transaction
adjustments
2
HGH
pro forma
Liquid assets
$1,173.6m$1,676.1m($50.0m)$2,799.7m
Finance receivables ( net)
$7,240.2m$7,788.1 m- $15,028.3m
Other assets
$394.9m$73.7m- $468.5m
Total assets
$8,808.6m$9,537.9m($50.0m)$18,296.6m
Deposits
$6,895.2m$8,625.7m- $15,520.8m
Other borrowings
$554.6m- $320.0m$874.6m
Other liabilities
$70 .3m$97.7m- $1 67.9m
Total liabilities
$7,520.1m$8,723.3m$320.0m$16,563.4m
Total equity
$1,288.6m$814.6m($370.0m)$1,733.2m
The proposed transaction will significantly increase the size of Heartland Group.
Pro forma adjustments
•$50 m pre-completion cash dividend
from TSB to Toi Foundation
•$320m increase in borrowings,
comprising:
•$56m subordinated debt
(issued to Toi Foundation by
Heartland Bank as RBNZ eligible
Tier 2 capital)
•$264m vendor loan (provided to
Heartland by Toi Foundation)
•Change in total equity of $445m is
equal to TSB’s total equity of $815m
plus $250 m ordinary equity in
Heartland issued to Toi Foundation,
less the aggregate consideration of
$620m to Toi Foundation.
1As at 31 December 20 25 for Heartland ( unaudited) and TSB ( unaudited) .
2Excludes transaction costs.
1
1
2
2
3
3
$445m increase in book value of equity

18
Heartland Group pro forma NPAT
The proposed transaction is expected to materially enhance the earnings and ROE of
Heartl and Group.
Commentary
•Uplift in pro forma NPAT is
expected to drive material
normalised EPS accretion and
enhance ROE.
•Uplift is expected to support a
higher dividend payment and
DPS accretion.
•Returns are enhanced
through the vendor loan
component provided by Toi
Foundation.
•Normalised CTI ratio is
expected to improve on
Heartland’s standalone LTM
CTI ratio, underpinned by
synergy realisation.
Pro forma LTM NPAT (historical basis)
1
$84m
+$51m
$135m
( $21m)
+$6m
$120m
+$34m
($10m)
$145m
Heartland Group
standalone
NPAT
TSB
standalone
NPAT
Pro forma NPA T
( pre-capital
structure changes)
Tier 2 and
vendor loan
cost
Tax
adjustment
Pro forma
NPAT
( pre-synergies)
Cost synergies
( steady state)
Tax
adjustment
Pro forma
NPAT
(post-synergies)
1LTM as at 31 December 2025 for Heartland and TSB.
2Base rates based on average 1m BKBM bid for 2025.
3Average balances used in ratio calculations are based on period-end balances as at 31 December 2024 and 31 December 2025.
4Percentage change relative to Heartland Group standalone.
Heartland
Group
Standalone
2
NIM
3
~3.9%~2.2%~3.0 %~2.9%~2.9%
CTI ratio~56%~67%~60%~63%~54%
Impairment
ratio
3
~0.5%~0.0%~0.2%~0.2%~0.2%
EPS8.9 cps
n.a.n.a.1 0 .5 cps1 2.6 cps
ROE
3
~6.7%~6.5%~6.6%~7.2%~8.6%
EPS accretion
4
~18%~42%
ROE accretion
4
~7%~29%
Pro forma
pre-synergies
Pro forma
post-synergies
Pro forma
pre-capital
structure changes

19
14.2%
16.6%
1.6%
2.9%
15.8%
19.5%
Pro forma HBL Banking
Group
HBAL
CET1Tier 2Total
Pro forma capital impact
Total
Capital: 1 4%
CET1: 11%
$ 947m
+$80 5m
($50 m)
($56m)
$1,646m
$128m
+$56m
$184m
$ 1,0 75m
$1,829m
HBL
Banking Group
regulatory capital
( Dec-25)
TSB
regul atory
capital
( Dec-25)
Pre-completion
cash dividend to
Toi
Pro forma
regulatory capital
( Dec-25)
CET1 Tier 2Total
Heartland will remain well capitalised post-transaction, with TSB Heartland Bank and Heartland Bank
Australia each maintaining strong regulatory capital positions. No ordinary equity share capital
issuances by Heartland are expected to be needed to meet future capital requirements.
1As at 31 December 2025 for Heartland and TSB, assuming no pre-completion dividend above $50m.
2HBL Banking Group includes all of Heartland Bank’s subsidiaries, including Heartland Bank Australia and Marac Insurance Limited.
3As the $56m Tier 2 instrument is issued by Heartland Bank ( rather than by Heartland as purchaser) , a corresponding liability arises
from Heartland to Heartland Bank. Heartland Bank intends to declare a $56m dividend, reducing CET1 by $56m, which will be set off
against that Heartland liabil ity.
4Based on RBNZ’s final decisions on key capital settings for deposit takers ( see next page for further detail) .
5HBAL includes Heartland Bank Australia and its subsidiaries.
The $264m vendor loan is repayable by Heartland at any
time over its two-year loan term, providing TSB Heartland
Bank with flexibility to optimise capital levels post-
merger.
HBL Banking Group regul atory capital movement
1,2
Capital ratio
1,2
RBNZ
requirements
4
Tier 2 instrument to Toi
Foundation
3
5

20
Pro forma capital impact
Recent RBNZ decisions on key capital settings position TSB Heartland Bank well for future growth.
2
0
1Relative to the 20 28 settings under the 20 19 RBNZ review of New Zealand’s capital adequacy.
2As at 31 December 20 25 for Heartland Bank and TSB, adjusted for the transaction consideration structure.
3Assuming a target implementation date of 1 October 2026.
4In relation to New Zealand Banking Group and including ordinary internal buffers.
On a pro forma basis
2
, having regard to the impact of the recent RBNZ decision on key capital settings
3
, TSB Heartland Bank is expected to
hold approximately $289m of regulatory capital in excess of expected regulatory requirements.
4
•The RBNZ’s final decisions on key capital settings for deposit takers include the following key features set to benefit TSB Heartland Bank:
•a reduction in Tier 1 ( to 11% from 14%) and total capital ( to 14% from 16%) ratio requirements
1
;
•removal of Additional Tier 1 capital instruments, while allowing a higher mix of Tier 2 capital (to 3% from 2%)
1
; and
•more granul ar and reduced standardised risk weights, particul arl y in the productive sectors of the economy TSB Heartl and Bank will focus
on – including rural loans and residential mortgages. These changes are expected to take effect on 1 October 2026.
•The RBNZ is now also consulting on reverse mortgage risk weights ( following their adjustment after a review conducted in 2023).
•Effective 1 March 20 26, the RBNZ reduced Heartland Bank’s transitional capital overlay ( imposed after the acquisition of ( now) Heartland Bank
Australia) by 1.5%, from 2.0% to 0.5%.

04
Process and
timing

22
Summary of MIA
Implementation
•A Steering Committee ( comprised of three members nominated by Heartland and three by Toi Foundation) will have oversight of the
implementation process and keep the parties informed of material developments.
•On completion of the proposed transaction:
•Heartland will acquire all of the TSB Shares from Toi Foundation (Step 1 Completion) . Step 1 Completion will occur after the parties
determine that the merged bank will be able to operate in accordance with its conditions of registration and all relevant prudential
standards.
•Immediately following Step 1 Completion, Heartland Bank and TSB will be amalgamated by way of short-form amalgamation.
•The parties will agree an Implementation Plan which provides for the steps and actions to be undertaken by the parties to give effect to
the merger.
Consideration
•As set out on page 12.
I nterim period
•Both banks are subject to certain customary interim period covenants in the interim period between signing of the MIA and Step 1
Completion, including to operate in the ordinary course consistent with past practice. Heartland also has certain rights of reasonable
access to certain TSB executives for the purpose of planning the merger.
Termination events
•Either party may terminate if any condition is incapable of being satisfied, or is not satisfied or waived, by 5.0 0 pm NZDT on the agreed
sunset date ( being 1 March 20 27)
•If a party materially defaults in performing its completion obligations for remediable defaults, the non-defaulting party may terminate
after 5 business days notice if unremedied ( except if the default relates to certain legal documents required to effect the amalgamation,
in which case the non-defaulting party may terminate after 20 business days’ notice if unremedied) . For non-remediable defaults, the
non-defaulting party may immediately sue for specific performance or cancel the MIA, with documents and consideration to be returned.
The proposed transaction will be effected in accordance with the MIA, a summary of which is set out
on the following pages.

23
Summary of MIA: Conditions
Initial conditions
•Completion of confirmatory due diligence by Heartland and Toi Foundation.
•Execution of Warranty and Indemnity deed.
•W&I insurance obtained by both parties.
Rating condition
•Fitch Ratings reaffirming that TSB Heartland Bank will have a Long-Term Issuer Default Rating of at least BBB with outlook “Stabl e”.
Regul atory and
approval
conditions
•All necessary New Zealand or Australian regulatory approvals obtained by the parties as may be required, including RBNZ, FMA, APRA, and
any other New Zealand government agencies.
•The trustees of the Toi Foundation completing a community consultation process with Taranaki residents
1
in respect of the proposed
transaction and the trustees approving the sale of the TSB Shares.
•Heartland shareholders providing all necessary approvals for the proposed transaction and the appointment of the person nominated by Toi
Foundation as a director of Heartland.
Material adverse
change
•No Heartland or TSB material adverse change occurring, or coming to the attention of the parties, between signing and Step 1 Completion.
•A material adverse change for each bank, respectively, means any event which has had, or is reasonably likely to have, a material adverse
effect on the business, operations, assets, financial condition or results of the relevant bank
2
, or the ability of the relevant bank to carry on
its business, or has resulted in a reduction in the relevant bank's NPAT compared to the twelve months ended 30 April 2026 or net assets
compared to net assets as at 30 April 20 26 above specified levels ( for Heartland, on a consolidated basis) .
•Carve-outs apply for general market, economic or political conditions or changes in applicable laws or accounting rules, except to the extent
that they disproportionately impact the relevant bank.
Completion of the proposed transaction is subject to the satisfaction of conditions set out in the
MIA and summarised here.
1Residents are defined as any people residing in the Taranaki region.
2In the case of Heartland, the relevant bank will be Heartland Bank and Heartland Bank Australia assessed as a whole.

24
Indicative timetable
2
4
Key eventIndicative timing
Toi Foundation community consultation period with Taranaki residents
1
June 2026 – July 2026
Confirmatory due diligence completed and conditions satisfiedJune 2026
Warranties and indemnities insurance obtainedJune 2026
TSB FY20 26 financial resultsJune 2026
RBNZ application submittedJuly 2026
Notice of Meeting dispatched to Heartland shareholdersJuly 2026
Heartland shareholder meeting to vote on proposed transactionAugust 20 26
Heartland FY20 26 financial resultsAugust 20 26
Targeted merger implementation date
2
December 2026
The proposed transaction is subject to Heartland shareholder and regulatory approvals. A Heartland
shareholder meeting to vote on the proposed transaction is expected to be held in August 20 26.
1Residents are defined as any people residing in the Taranaki region.
2Prior to 1 December 20 26, TSB is permitted to pay to Toi Foundation dividends of an equivalent amount to those declared or paid by
Heartland in the same period, based on the relative values of TSB and Heartland and, if the merger implementation date is delayed
beyond the 1 December 20 26 target, TSB is permitted to pay to Toi Foundation a dividend of up to $2.4m per full calendar month (pro-
rated for any partial month) from 1 December 2026 to completion, in each case funded solely from TSB’s NPAT generated during the
relevant period.

25
Risks
As with any acquisition, there are risks associated with the proposed transaction. The key risks as at
the date of MIA signing are described below.
Completion risks
•There is a risk that the proposed transaction does not proceed. This may be due to the conditions not being satisfied by the requisite date or
being unable to be satisfied, including if any of the regulatory or shareholder approvals are not obtained. Heartland has incurred costs and
expended resource in progressing the transaction and if the transaction does not proceed for any reason, including in relation to the
completion of the conditions and obtaining the necessary approvals, these costs are unlikely to be recouped.
Forecast risks
•The information in this presentation includes forecasts for TSB Heartland Bank and statements about the expected benefits and fi nancial
position of the merged bank, including expected synergies. Although Heartland believes the forecasts in this presentation are well founded,
there is a risk that, as with any forecast, the actual outcome is different to that expected. The actual position may be worse than expected,
including if the synergies are not achieved in full or take longer to real ise than is anticipated, or if Heartland’s assumptions about the market
and economic conditions are incorrect.
I nformation risk
•In progressing the transaction, including in the preparation of this presentation, Heartland has relied on information provided by or on behalf
of TSB. The transaction remains conditional on completion of confirmatory due diligence. As completion remains conditional on completion
of due diligence, there is a risk that further information is provided which is different to Heartland’s present understanding. There is also a
risk that after completion, Heartland discovers that information provided by or on behalf of TSB is incorrect, incomplete or misleading.
However, Heartland emphasises that it has no reason to believe TSB has not acted in good faith and therefore believes the likelihood of this
risk materialising to be low.

Appendix 01
Overview of
Heartland Bank
and TSB

27
Overview of Heartland Bank
33%
31%
12%
26%
54%
41%
1%
3%
Lending Funding
AucklandCanterbury
Rest of NZUnallocated
Heartland Bank is the 9
th
largest New Zealand bank by total assets with core product portfolios
including Motor Finance, Reverse Mortgages, Rural and Business Finance.
1See page 30 for a detailed history of Heartland.
2As at 31 December 2025. Receivables includes NSAs.
3For New Zealand Banking Group, excluding Heartland Bank Australia.
4In addition to its core products, Heartland Bank’s lending portfolio also includes Home Loans ( ~$0.1b / ~2% of total lending) and
Unsecured Lending (~$0.05b / ~1% of total lending) which are winding down.
5As at 30 June 2025.
6Fitch credit rating.
7As at 31 March 20 25. Funding split is based on deposit mix.
Snapshot of Heartland Bank
Geographic mix
Business overview
•Heartland Bank offers specialist products with over 150 years of
banking and finance experience with regional roots dating back to
Ashburton in 1875.
1
•Heartland Bank NZ’s lending portfolio
2,3,4
includes core products
5
:
•Motor Finance ( ~$1.7b / ~37% of total lending)
Loans secured against motor vehicles or wholesale floorplan
lending.
•Reverse Mortgages ( ~$1.3b / ~30 % of total lending)
Equity release lending for older homeowners secured against
residential property.
•Rural ( ~$0 .6b / ~14% of total lending)
Lending to farming businesses including livestock finance
and farm financing.
•Business Finance ( ~$0 .8b / ~16% of total lending)
Equipment and machinery finance provided to SME
borrowers.
•In 2024, Heartland Bank became the first New Zealand registered
bank to acquire an Australian ADI.
$1.2b
Book
equity
2,3
$53m
LTM
NPAT
2,3
$5.6b
Total
assets
2,3
BBB
Credit rating
6
160k
Customers
3, 5
$4.5b
2
$4.4b
2
Bank of the Year
Savings
2018 – 2025
Outstanding Val ue
Direct Call Account2018 – 2025
32 Day Notice Saver2022 – 2025
90 Day Notice Saver2023 – 2025
Digital Saver2025
7
7

28
Overview of TSB
TSB is the 7
th
largest New Zealand bank by total assets with core product portfolios including Home
Loans, Commercial Property and Personal .
Snapshot of TSBGeographic mix
Business overview
•TSB offers a range of personal and business banking services
nationwide with a significant presence in the Taranaki region.
1
•TSB’s lending portfolio
2
includes core products
3
:
•Home Loans ( ~$6.5b / ~84% of total lending)
Combination of owner-occupied housing and lending for the
purpose of investment in residential property.
•Commercial Property ( ~$1.1b / ~14% of total lending)
Business loans and commercial property lending secured by
residential or commercial properties.
•Personal ( ~$0 .1b / ~1% of total lending)
Other retail lending and credit card balances.
•TSB has a low-cost funding base through transactional and
savings accounts, in addition to everyday banking.
$815m
Book
equity
2
$51m
LTM
NPAT
2
$9.5b
Total
assets
2
BBB+
Credit rating
4
12
Branches
5
160k
Customers
2
Bank of the Year
Everyday Banking2023 – 2024
Credit Cards2023 – 2025
Home Loans2025
1See page 31 for a detailed history of TSB.
2As at 31 December 2025.
3In addition to its core products, TSB’s lending portfolio also includes Rural ( ~$0.1bn / ~2% of total lending) .
4Fitch credit rating.
5In addition to 5 Banking Hubs that TSB customers can access.
6Geographic split of lending at 31 March 20 24.
$ 7.8b
2
$8.6b
2
2
6
31%
49%
46%
10%
23%
39%
3%
Lending Funding
TaranakiAuckland
Rest of NZOutside of NZ

29
Overview of Toi Foundation
Toi Foundation trustees are responsible for the prudent
investment of the Foundation’s assets consistent with the
purposes of the Foundation. We bel ieve this proposal
creates a win-win where we can further strengthen the
bank, retain a strong presence in Taranaki, and grow the
Foundation’s investment returns through both a
stronger, combined, performing bank investment and
some investment portfolio diversification.
Chris Ussher ( Toi Foundation Chair)
Toi Foundation overview
•Toi Foundation is a perpetual philanthropic community trust focused on
building a thriving, inclusive and equitable Taranaki for current and future
generations.
•It has owned TSB since 1988, with its investment portfolio including 100% of
TSB and 66% of Fisher Funds.
•Toi Foundation has invested significantly in its own capability in recent years,
in terms of strategic philanthropy and investment management. Toi
Foundation trustees have a plan to move towards a diversified investment
portfolio, including fixed income investments.
•Toi Foundation recognises that alternate, more cash generative assets
could facilitate improved distributions into the community compared
with more capital-intensive investments such as its current holding of
10 0 % of the ordinary equity in TSB.
•Toi Foundation also sees significant opportunity for earnings and ROE
growth for TSB through merging with Heartland Bank, including benefits
from greater scale and a more diversified product offering of the merged
bank.
Toi Foundation is the 100% owner of TSB and the last community trust to own a registered bank in
New Zealand.
CollaborativeFocusedIntegrityInnovative
Together we are
stronger.
Relationships are
authentic, enduring
and based on trust
Targeted philanthropic
efforts on areas of
greatest need.
Deliberate in our
actions
Open and trustworthy.
Value differences and
knowledge within the
community
Pursue the new. Grow
from success and
learn from failure
Values

30
History of Heartland
Heartland’s origins date back to the establishment of the Ashburton Permanent Building &
Investment Society in 1875. In 2011, in the wake of the Global Financial Crisis, Heartland Bank
emerged with a clear ambition to be a bank that could thrive by doing things differently.
3
0
Ashburton Permanent
Building & Investment
Society established, later
merged with SMC Building
Society and Loan & Building
Society to become CBS
Canterbury
187519231957200420112012201320142015201820222024
MARAC Finance
established to support
the growth of small to
medium sized
businesses
Southern Cross, CBS
Canterbury and
MARAC merged to
create Heartland
Building Society.
Heartland listed on
the NZX. Heartland
l ater acquires PGG
Wrightson Finance
Heartland Building
Society converted
from a building
society to a company
and became
Heartland Bank
Limited
Heartland Bank Ltd
amalgamated with its
parent company,
Heartland New Zealand
Ltd
StockCo Australia
acquired
Southern Cross opened
in Auckland offering
North Island customers
investments, savings,
loans and day to day
accounts
A ustral ian Seniors
Finance and Sentinel
established
Heartland granted
its bank
registration by the
Reserve Bank of
New Zealand
A ustral ian Seniors
Finance and Sentinel
reverse mortgage
businesses acquired
Corporate restructure
completed. Heartland
Bank Ltd became a
wholly-owned subsidiary
of new parent company,
Heartl and Group
Holdings Ltd, which
listed on the NZX and
ASX
Challenger Bank
Limited acquired and
subsequently
rebranded to
Heartland Bank
A ustral ia
2025
Heartland completes the
operational integration of
its Australian businesses
into Heartland Bank
Australia, an APRA
regulated ADI

31
History of TSB
Founded in 1850 to serve the people of Taranaki, today TSB enjoys nationwide trust and high brand
recognition.
3
1
1850 – 1970
Regional
Focus
1970 – 1981
Industry
Pioneers
1981 – 1996
Independence
Confirmed
1996 – 2016
National
Expansion
2016 – 2019
Re-branding &
customer
recognition
2019 – Present
Transformational
change
•Established in 1850 as
New Plymouth's
independent, self-
reliant bank
•First New Plymouth
branch opened in 1860,
growing throughout
Taranaki region
•Renamed Taranaki
Savings Bank ( 1964)
•First New Zealand bank
to offer free interest-
bearing cheque
accounts (1975)
•Technology leadership
as the first New Zealand
bank to use bank-wide
real-time computer
processing (1976) and
develop/install ATMs
(1981)
•Remained independent
when 10 of 12 New
Zealand banks merged
during 1 9 85
deregulation
•TSB Community Trust
established in 1988,
renamed TSB Bank
(1989)
•Expanded beyond
Taranaki with TSB Bank
Direct ( 1996) and Loan
Direct (1999)
•Established home loan
centres in Christchurch
( 20 0 1) and Auckland
(2002)
•Opened branches across
New Zealand including
Wellington, Auckland
and other regional cities
•TSB Bank re-branded to
TSB in 2017, leveraging
two decades of national
expansion
•Achieved widespread
recognition for superior
service levels and
customer satisfaction
•Investing in
transformational
change, including
technology, branch
rationalisation and
product offering
•Roadmap to become
New Zealand’s digital
bank of choice, whilst
maintaining award
winning customer care

32
Enhanced value proposition for customers and stakeholders
Two complementary banks, grounded in a focus on regional New Zealand, combined to create a New
Zealand challenger bank of scale.
Heartland BankTSBTSB Heartland Bank
A New Zealand bank with a rich Kiwi heritage
dating back to Ashburton in 1875, focused on
providing specialist banking products
Regional community roots since 1850,
delivering award-winning banking solutions
with exceptional customer service
Significant New Zealand challenger bank of
scale, providing New Zealanders with
greater choice and supporting a productive
economy
c. 160k customers
1
c. 160k customers
2
c. 320k customers
3
Digital channels, call centre, relationship
managers, third party brokers / advisors,
dealerships (franchise & non-franchise),
branded vendor financing, stock agents and
meat processors
12 branches, 5 banking hubs, digital channels,
contact centre, business, commercial and
property finance managers, home lenders, third
party mortgage advisors and ATM network
Digital distribution strategy complemented
by physical network across New Zealand
with specialist product distribution
capabilities
Motor Finance, Reverse Mortgages, Rural,
Business Finance, savings and deposits
Home Loans, Commercial Property, and
Personal Lending, savings, deposits and
everyday banking solutions
Full-service capable bank with specialist
products and a broad funding mix
Legacy
Customers
Distribution
Products
4
1As at 30 June 20 25 for Heartland Bank.
2As at 31 December 2025 for TSB.
3Pro forma without adjusting for any potential common customers.
4Includes core product portfolios.

Appendix 02
Glossary and
disclaimers

34
Glossary
ADI
Authorised deposit-taking institution
NIM
Net interest margin
APRA
Australian Prudential Regulation Authority
NPAT
Net profit after tax
AU Bank, AU banking, Heartland
Bank Australia, HBAL
Heartland Bank Australia Limited
NSAs
Non-strategic assets
bps
Basis points
On call
Deposits repayable on demand ( short-term) by the depositor
BV, Book value
Book value of equity ( net assets)
Receivables
Gross Finance Receivables ( includes Reverse Mortgages)
CET1
Common Equity Tier 1
RBNZ
Reserve Bank of New Zealand
CTI ratio
Cost-to-income ratio
ROE
Return on equity
DPS
Dividends per share
RWA
Risk-weighted assets
EPS
Earnings per share
S ME
Small-to-medium enterprise
FMA
Financial Markets Authority
Swap rate
Fixed rate exchanged for floating interest rate
FY
Financial year
Tier 1 capital
CET1 and some other equity-like items
HBL Banking Group
HBL Banking Group includes all of the NZ bank’s subsidiaries, including the AU
bank and Marac Insurance
Tier 2 capital
Long-term subordinated debt
Heartland, HGH
Heartl and Group Hol dings Limited or the Company
Total capital, regul atory capital
Tier 1 and Tier 2 capital
Heartland Bank, HBL, NZ Bank,
NZ Banking, Heartland Bank NZ
Heartland Bank Limited
Total capital ratio
Total capital divided by risk-weighted assets
Heartl and Group
Heartland Group Holdings Limited and its subsidiaries (including after
acquiring all of TSB Bank Limited’s shares on issue)
Toi Foundation
Toi Foundation and Toi Foundation Holdings Limited
LTM
Last twelve months
TSB
TSB Bank Limited
New Zealand Banking Group, NZ
Banking Group, NZBG
The New Zealand Banking Group consists of the NZ Bank and its NZ
subsidiaries, excluding Marac Insurance
TSB Heartland Bank
Heartland Bank Limited together with TSB Bank Limited

35
Information
•The presentation ( the Presentation) contains summary information about Heartland
( NZX/ASX: HGH) , TSB, Toi Foundation, and the proposal to merge Heartland Bank with
TSB following the acquisition of all of TSB’s shares by Heartland from Toi Foundation.
•This Presentation should be read in conjunction with Heartland’s financial statements
for the year ended 30 June 20 25 and the interim financial statements for the six
months ended 31 December 20 25, TSB's disclosure statement for the six months
ended 30 September 20 25, Heartland Bank’s disclosure statement for the six months
ended 31 December 20 25, and other announcements released to NZX and ASX ( which
are available at www.nzx.com and www.asx.com.au under the ticker code "HGH") .
•The information in the Presentation has been prepared with due care and attention,
but its accuracy, correctness and completeness cannot be guaranteed. To the
maximum extent permitted by law, no person ( including Heartland, Toi Foundation,
Heartland Bank, TSB, any member of Heartland Group and their respective directors,
shareholders and employees) will be liable to any other person for any loss arising in
connection with this Presentation.
Not advice
•The information in this Presentation is of a general nature and does not constitute
legal, financial, tax, accounting, financial product or investment advice or any
recommendation
•Investors should assess their own individual financial circumstances and consult with
their own legal, tax, business and/or financial advisers before making any investment
decision.
Non-GAAP measures
•This presentation contains references to non-GAAP measures including normal ised
CTI ratio, EPS and ROE.
•These non-GAAP figures are provided as a supplementary measure for readers to
assess Heartland’s performance alongside NZ GAAP reported measures, where one-
offs, both positive and negative, can make it difficult to compare profits between
years. However, these non-GAAP measures do not have standardised meanings
prescribed by GAAP and should not be viewed in isolation nor considered a substitute
for measures reported in accordance with NZ GAAP. Non-GAAP financial information
has not been subject to review by PricewaterhouseCoopers, Heartland’s external
auditor.
•Some figures in this presentation may be rounded, and so actual calculations may
differ from the figures presented.
3
5
Important notice and disclaimer and non-GAAP measures

36
Past performance
•Past performance information provided in this presentation is given for illustrative
purposes only and should not be relied upon as ( and is not) a promise, representation,
warranty or guarantee as to the past, present or future performance of Heartland, TSB,
Toi Foundation or Heartland Group.
Forward-looking statements
•This presentation contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Heartland Group.
•Forward-looking statements can generally be identified by the use of words such as
'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may',
'should', 'will' or similar expressions. Forward-looking statements in this presentation
include statements regarding the Merger, Heartland Group’s strategies and future
plans, estimated synergies, and Heartland Group’s future financial performance. Any
indications of future earnings or financial position or performance and future
distributions are also forward-looking statements.
•Those plans and projections reflect current expectations, but are inherently subject to
risk and uncertainty, and may change at any time. All such forward-looking statements
involve known and unknown risks, significant uncertainties, assumptions,
contingencies, and other factors, many of which are outside the control of Heartland
and Toi Foundation, which may cause the actual results or performance of Heartland
Group to be material l y different from any future resul ts or performance expressed or
impl ied by such forward-looking statements. Such forward-looking statements speak
only as of the date of this presentation. Except as required by law or regulation
( including the NZX Listing Rules and the ASX Listing Rules) , Heartland and Toi
Foundation undertake no obligation to update these forward-looking statements for
events or circumstances that occur subsequent to the date of this presentation or to
update or keep current any of the information contained herein. Any estimates or
projections as to events that may occur in the future ( including projections of revenue,
expense, net income, performance and synergies) are based upon the best judgement
of Heartland and Toi Foundation from the information available as of the date of this
presentation. A number of factors could cause actual results or performance to vary
materially from the projections, including execution risk, regulatory requirements,
market conditions and final integration design. There is no assurance that those plans
will be implemented or that projections will be realised.
3
6
Important notice and disclaimer and non-GAAP measures

37
Basis of presentation
•This Presentation has been prepared on the basis that Heartland completes the
Merger pursuant to the Merger Implementation Agreement dated 1 June 20 26 (
MI A).
•Unless otherwise stated, figures labelled "Heartland" or "HGH" are sourced from the
consolidated financial statements of Heartland Group Holdings Limited, being the
interim financial statements for the six months ended 31 December 20 25, the annual
financial statements for the year ended 30 June 20 25, and presented on a last twelve
months (LTM) basis where indicated. TSB figures are sourced from the RBNZ Bank
Financial Strength Dashboard as at 31 December 20 25 and TSB’s disclosure statement
for the six months ended 30 September 2025. Heartland Bank figures ( where used)
relate to Heartland Bank Limited and are sourced from Heartland Bank's disclosure
statement for the six months ended 31 December 2025; these may differ from
Heartland's consolidated figures due to differences in consolidation scope and
accounting presentation.
•Pro forma financial information is presented for illustrative purposes only and is not
intended to represent the actual financial position or performance of Heartland Group
or any part of Heartland Group following completion. Pro forma adjustments reflect the
assumed transaction structure, including a pre-completion dividend paid by TSB to Toi
Foundation, issuance of shares by HGH to Toi Foundation, issuance of a Tier 2
instrument by HBL, and vendor loan, as described on page 12.
•Estimated synergies are management estimates prepared for transaction evaluation
purposes and are forward-looking. See the above paragraph on forward-looking
statements for more information about how these are used in this presentation. Cost
synergies ( ~$34m p.a.) represent expected annual pre-tax run-rate benefits
anticipated to be progressively realised over a three-year period post-completion,
subject to execution risk, regulatory requirements, market conditions and final
integration design. Synergy estimates have not been audited and may differ materially
from actual outcomes.
General
•For the purposes of this disclaimer, "Presentation" means the slides, any oral
presentation of the slides by Heartland, any question-and-answer session that follows
that oral presentation, hard copies of this Presentation and any materials distributed
at, or in connection with, that Presentation.
•All intellectual property, proprietary and other rights and interests in this Presentation
are owned by Heartland or Toi Foundation.
•The information and opinions contained in this Presentation are provided as at the
date of this Presentation and are subject to change without notice. Except as required
by law or the NZX Listing Rules or the ASX Listing Rules, no person is obliged to update
this Presentation after its release, even if things change materially or to provide further
information about Heartland, Toi Foundation, Heartland Bank, or TSB.
3
7
Important notice and disclaimer and non-GAAP measures

Investor information
For more information
heartlandgroup.info/investor-information
Investor & media relations
Nicola Foley
Head of Corporate Communications & Investor Relations
+64 27 345 6809
nicola.foley@heartland.co.nz
Thank you