Heartland Group Holdings Limited (NZE:HGH)
New Zealand flag New Zealand · Delayed Price · Currency is NZD
1.130
-0.005 (-0.44%)
Apr 28, 2026, 5:00 PM NZST
← View all transcripts

AGM 2022

Nov 8, 2022

Speaker 1

Good afternoon, ladies and gentlemen. My name is Jeff Ricketts, and I am privileged to be the Chair of Heartland Group Holdings Limited, our parent company. A warm welcome to shareholders and guests present online today at the 2020 Annual General Shareholder Meeting, should I say, of Heartland Group Holdings Limited. I will provide you with instructions on how to vote and ask questions as we progress through the meeting. If you encounter any issues, please refer to the virtual Annual Meeting online portal guide or phone the helpline 800, 200, 220.

I'll repeat that 800, 20220. Since a quorum is present, I'll declare the meeting open. I will now outline the agenda of the business for today's meeting. As Chair of the Board, I will shortly introduce you to the Board of Directors and the Strategic Management Group who are joining in person and online from various locations. I will then take you through the formalities of the meeting before I provide you with a high level overview of Heartland's performance and activities in the 2022 financial year.

This will be followed by a address from Heartland's Chief Executive Officer, Jeff Greenslade, who will provide you with a more detailed performance overview of Heartland's business and an update on Heartland's current strategic objectives. Following this, there will be an opportunity to answer any questions you may have concerning Heartland's performance, strategy and operations. I encourage shareholders attending online to begin to submit their questions now if you have not already done so. We will answer as many of these as we can at the appropriate time. Thereafter, we will move to the formal business of the meeting, including voting on the resolutions posed to you today.

I would now like to introduce our directors. As directors are joining from various locations, I will begin by introducing Heartland Group and Bank Directors who are with me today, followed by those joining us online. Greg Tomlinson is the Deputy Chair of Heartland Group Board. Greg was appointed the Director in March 2013. Jeff Greenslade, our Chief Executive Officer, Jeff has held this role since Heartland Bank establishment in January 2011 and is the Director of both Boards.

Ellie Commerford, one of our Australian Directors was appointed as the Director of Heartland in January 2017. Kate Mitchell has been a Director of the Bank since March 2019 and was appointed to the Heartland Group Board in October 'twenty one. Jeff Summerhays, a new Australian Director, was appointed a Director of Heartland Group Board on October 2021. Bruce Irvine, our Chair and Heartland Bank Board of Heartland Bank Board. Bruce has been a Director since establishment.

John Harvey has also been a Director of Heartland Bank since establishment. Shelley Ruhr, Shelley was appointed the Director of Heartland Bank in January 2020. And Simon Tyler joins us today as an incoming Director of Heartland Bank effective from the conclusion of this meeting. For myself, I have been a Director of Heartland since the establishment of the bank and I am on both boards. In addition to Jeff Greenslade, other members of Heartland's Strategic Communication and Execution Committee, previously known as the Strategic Management Committee, are also present today.

Chris Flood, Deputy Group Chief Executive Officer Lana Lazarus, Heartland Bank Chief Executive Officer Andrew Dickson, Chief Financial Officer. The committee also includes Michael Drum, who is unable to be here today Monique Forbes, Group Chief Marketing Officer Mike Grenfell, Chief Operating Officer, Heartland Bank Alicia Langdahl, Head of Strategic Analysis and Execution Doug Snell over here from Australia for the Board meetings Stockco Australia, Chief Executive Officer Lana West, Chief People and Culture Officer Andy Wood, Chief Risk Officer, Heartland Bank. Also joining us today is Phoebe Givens, our General Counsel and Sir Christopher Mace, our Comar Tour. Proxies and postal votes. Returning to the business of the meeting, I advise that all valid proxies and postal votes received from shareholders within the prescribed time have been admitted.

I can confirm that the total of 826 proxies and postal votes have been accepted. This represents some approximately 224,000,000 shares or 31.75 percent of the total issued shares of Heartland Group Holdings Limited. I can say that all resolutions before us today, approximately 85% of those, proxy or postal votes are in favor of the resolutions. Turning to meeting procedures, I would like to outline those procedures. This is a meeting of Heartland Group Holdings Limited Shareholders.

Accordingly, while our guests are very welcome to witness the proceedings of the meeting, participation in the shareholder discussion and the business of the meeting is confined to ordinary shareholders present online by proxy or by authorized representative. Voting procedures. In regard to voting procedures for today's meeting, all resolutions will be decided by way of a poll. This is in line with the practice increasingly adopted by listed companies and is the preferred method of the NZX and the New Zealand Shareholders Association. By having resolutions decided by way of poll, we are counting all postal votes, proxy votes and votes online.

Each resolution will be put to the meeting for those shareholders attending the meeting online. When your online registration is validated, you will receive an electronic voting card, which you can use to cast your vote. To vote, you'll need to click the Get Voting Card with the online meeting platform. You will be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the way you wish to vote by clicking for, against or abstain on the voting card.

Once you have made your selection, please click Submit Vote on the bottom of the card to lodge your vote. Please refer to the virtual meeting online portal or phone to helpline 800, 200, 220 if you require assistance. Voting will remain open for 5 minutes after the conclusion of the meeting. The notice calling this annual shareholder meeting was published electronically on the 28th September 2022, with hard copies currently sent to all shareholders. The notice outlined the formal business of the meeting and also provided background information on each resolution to be voted on.

The minutes of the last Annual Shareholder Meeting held 28th October 2021 have been approved and confirmed by directors as is our custom. A digital version is also available on Heartland's shareholder website at shareholders. Heartland dotco.nz. I will now share with you my Chair's address before inviting Jeff Greenslade to address you. We will then move into the shareholder discussion.

Please ensure you submit your questions now to allow us to answer those in time. I'll now move to my shareholder address. Had its challenges. However, the Board and I are proud of the way in which Heartland and its customers have continued to respond to the uncertainties presented to them. After another year hampered by the ongoing effects of the pandemic and with increasing challenges presented by the economic environment, I'm pleased to be standing here today confirming yet another positive financial result for Heartland.

In the financial year ended 30 June 2022, Heartland achieved a record net profit after tax of 95,100,000 dollars On an underlying basis, which excludes the impacts of 1 offs and the acquisition of STOKCO Australia, this net profit after tax was $96,100,000 an increase of 8 point $2,000,000 over the prior year. This is another strong result of Heartland as it continues to deliver against the best and only strategy that follows. Heartland grew its financial receivables during the year by 15.3 percent or to $6,200,000,000 during the year as a result of a strong performance from rural lending, online home lines, motor and reverse mortgages, Paul. On an underlying basis, the return on equity was up 59 basis points to 12.6. Further, Heartland's net interest margin of 4.16 in 2022 has been consistently higher than other banking peers.

During 2022, Heartland received a significant milestone against the strategy for growth in Australia through the acquisition of Stockto Australia. Stockco specializes in the livestock finance for Australian cattle and sheep farmers. Proceeds from Heartland's recent equity raise have been used to repay the outstanding debt from that acquisition and will also support our future growth ambitions. As you may know, Heartland also recently announced its intention to purchase the Australian bank Challenger Bank, conditional only on regulatory approvals. Jeff Greenslade will discuss this in more detail in his address.

Heartland continued to advance the digitalization of its products and platforms. Achievement included 120% increase in the number of Heartland mobile apps users in New Zealand and the digital development of a digital platform to allow Australian reverse mortgage customers to view the balance and their cash review online or draw facilities from their mobile phone, tablet or computer. Progress has been made against Heartland's sustainability framework, which I will discuss shortly. Equity raise. In order to repay the Stockco Australian acquisition debt funding and to fund future growth of Heartland's existing business in New Zealand and Australia, Heartland announced a 200,000,000 dollars equity raise on the 23rd August 2022.

This was Heartland's first equity raise since 2017. The equity raise comprised $130,000,000 fully underwritten placement and a non underwritten share purchase plan offered to shareholders in New Zealand and Australia to raise up to a further $70,000,000 The share purchase plan included the ability of Hartman to accept over subscriptions at its discretion. Heartland chose this office structure due to the very volatile market conditions and its objective to further diversify its share register. A diversified share register should promote increased liquidity on both the NZX and the ASX. This is important and the driving long term value for all shareholders by attracting depth of investment and widening demand.

Pleasingly, the $130,000,000 placement was fully subscribed. The placement was strongly supported by shareholders and attracted significant bids from new institutional and retail investors who we welcome today new institutional and retail investors who we welcome today as shareholders. The share purchase plan had a raise of $68,600,000 from shareholders. Thank you for your ongoing support and contribution to Heartland's strategic ambitions. Moving to sustainability.

Significant progress has been made against each of Heartland's sustainability pillars. These are environmental conservation, social equity and economic prosperity. Heartland is embedding sustainability as a strategic focus throughout the business, ensuring that it is operating in a way that is sustainable for customers, communities, shareholders and importantly, the planet. In respect of environmental conservation, Heartland's most recent green gas emissions reporting period relates to financial year 2021. Pleasingly, Heartland achieved a 31% absolute reduction in emissions for this period.

21% of this can be attributed to new ways of Heartland operating, while the remainder was a result of the impact of the COVID-nineteen shutdown. Work is underway to ensure Heartland is in a position to report its greenhouse gas emissions for 2023 as part of its 2023 financial reporting. For that year, Heartland Greenhouse Emissions reporting will be also included in emissions attributed to customer activity through our lending to those customers. The installation of electric vehicle charging stations at our key office locations has commenced and Heartland continues to replace its vehicle fleet with hybrid alternatives. Through 2022, Heartland also saw increasing number of electric and hybrid vehicles also been financed through its motor portfolio.

Turning to social equity, this includes ensuring good conduct and culture practices are maintained to drive fair outcomes for customers together with fostering a work environment that promotes diversity and inclusion and making a positive difference in the community. For financial year 2022, Heartland implemented processes and controls to prevent any connection to modern day slavery, whether through business practices, customers' practices or supply chain connections. Hartland remains committed to doing the right thing for its customers and we are pleased to receive the Consumer Trusted Accreditation Award for its New Zealand reverse mortgages for the 5th year in a row. As part of its commitment to providing fair pay to its people, Harland introduced PayCap Reporting as part of the reporting register launched in March 2022. Heartland was one of only 7 organizations to disclose its gender, Maori and Pacifica pay gap measures on the 1st day of the registry's launch.

This is more to be done in Heartland's pay gaps and work is underway and continuing in this regard. Heartland Bank was also proud to achieve the Rainbow Tick in line with concerted efforts by its people to focus on diversity, equity and inclusion. Heartland has a strong history in New Zealand, dating back to 18/75. So it is our pleasure to be able to support the communities we operate in through the Heartland Trust. The Heartland Trust is an independent registered charitable trust, which is closely supported by Heartland and is a holder of Heartland Shares.

During the year, Heartland Trust made grants totaling more than 500 $1,000 to support our communities, including in areas of education, arts and culture and mental health. The trust continued its funding and support of the Ensign Education Foundation, the Auckland City Mission, Auckland University's Coupe Leadership Scholarship, the Auckland Writers Festival, Word Christchurch Festival, Lifeline and a number of high school and club First 15s across the country. Economic prosperity. Economic prosperity was delivered through Heartland's products and ongoing digitization efforts. Heartland Bank was once again named Canstar's 2022 Bank of the Year Savings for the 5th consecutive year with awards also given to its DirectCall and Notice Saver accounts.

More than 40,000 New Zealanders and Australians have been able to live more comfortable retirements through access to the Heartland reverse mortgages. Furthermore, over 20,000 Heartland Bank customers are now using Heartland's mobile app, which allows Heartland to pass cost savings on to its customers in the form of competitive rates. For our shareholders, we are pleased to be able to pay a final dividend of 0.5 $0.05 per share, bringing the total dividend for 2022 to $0.11 per share. The full year payout ratio of 68% was consistent with the average payout ratios after the last over the last 3 years. The total shareholder return was 66.9% for the 5 year period from the 19th August 2017 to the 19th August 2022.

This compares with the total shareholder return of 56.7% for the Enzig X50 in the same period, so a margin of 10%. In terms of the outlook, the Heartland Board is confident in Heartland's ability to generate strong growth and profitability as it continues to deliver against the strategy to provide best and only products through scalable digital platforms with further expansion expected in Australia. While Heartland released its $9,600,000 COVID-nineteen overlay taken in 2020, it was considered prudent to create an economic overlay of $8,000,000 due to the current volatility and uncertainty and the economic pressures facing business as a result of the pandemics. The economic overlay will provide more resilience in areas such as business relationship lending and asset finance, which have larger loan sizes. Noting the ongoing volatility in the market and the challenges of rapidly rising interest rates, Hartman affirms for the year ending 30 June 2023, its profit will be in the range of $109,000,000 to 114,000,000 dollars This excludes any impact of fair value changes on equity investments held or the impact of de designation of derivatives.

Finally, in my address, I wish to conclude it this afternoon by expressing my thanks and gratitude to my fellow directors for their wise counsel and support. Thank you to Jeff Greenslade, Chris Flood and the executive team who continue to provide strong leadership for Heartland through their diverse set of skills. I would also like to extend a very warm welcome to Lianne Lazarus, who joined the executive team of Heartland at Heartland Bank as the CEO in August 2022. On behalf of the Board and executive team, I wish to thank our Heartland employees for their hard work and resilience, which has enabled a successful and exceptional result this Last but not least, I'd like to thank you, our shareholders and customers for supporting Heartland. We appreciate the confidence you place in us and we look forward to continuing the delivery of strong shareholder returns.

Thank you again. I will now ask Jeff Greenslade to address you.

Speaker 2

Welcome and greetings to everybody. I am Jeff Greenslade, the Chief Executive of Heartland Group. To say that these times are trying seems glib and inadequate when faced with both the daily flow of negative headlines and the complexities at work behind them. The post pandemic world is fraught with not for a decade levels of economic turmoil. Escalating inflation has impacted interest rates and created uncertainty and volatility.

At the same time, sovereign debt yields have pushed up, raising this discount on future cash flows, reducing asset values. Despite all this, thus far, conditions are not as bad as the post global financial crisis of 2,009 to 2011. There is very low unemployment, and there has been no liquidity or balance sheet crisis. We got through the GFC, and I'm sure we'll get through this. However, we must be realistic, and we do not expect our customers to be immune from the economic pressures.

And as we did in the 1st years of the pandemic, we will continue to support them. But above all, as a growth business, we must keep our eyes on the long term while ensuring we're able to meet the short term challenges. Heartland, after all, has a strong pedigree in successfully navigating uncertainty and hardship. Heartland was forged in the aftermath of the GFC. From difficult times, we emerged and flourished.

And along the way, we have learned lessons. The first is the value of having portfolio positions in markets that are either immune to the macroeconomic stress or are resilient. And the best example of this is the reverse mortgage book. And to give you an example of this, growth in New Zealand for the Q1 of this financial year 2023 was $44,000,000 or just under 25%. In Australia, it was $55,000,000 just under 19% in an annualized sense.

And whilst we grew, our loan to value ratios remained at very conservative levels. Indeed, we model all sorts of scenarios, and even a 20% decline in property prices still leaves our loan to value ratio sitting in the mid-twenty percent at a very conservative level. We also expect resilience in livestock lending, where demand for protein remains constant despite the conditions. And we hope for good growth over this financial year, especially in Australia. We anticipate some stress in our motor loans, recalling that during the GFC, motor loans arrears and losses increased, but they were at absorbable levels.

And it is pleasing to see motor growth is returning to pre CCCFA levels. The second learning is that it's vital to be agile and to adapt, to be constructive, to resist despairing at every negative headline and seek out opportunities in adversity. The recent announcement of our intention to acquire Challenger Bank is an example of this occurring as it did at a time which is opportune for values. Through this turmoil, the cost of purchasing a bank in Australia has moved in our favor. From where we started, the price we're paying is around about a quarter of the market price when we started looking, and it still sits around about a third of what it would cost us to start up a bank from scratch.

So despite the short term economic uncertainty, Heartland is positioned for a significant leap forward. We will continue to challenge operating models, remaining true to our best draw only strategy, extracting the benefits of digitalization, generating efficiencies and delivering market differentiation. But the big game changer for us is the opportunity to purchase a bank in Australia. This will drive a quantum shift in growth opportunities, and I'll talk to that in a moment. But first, I'll update you on the 4 pillars, which underpins our best or only strategy.

Firstly, business as usual growth secondly, frictionless service at the lowest cost thirdly, expansion in Australia and fourthly, acquisitions. So starting with business as usual growth. As the Chair outlined, Hartland achieved earnings of €95,100,000 in FY 'twenty two, being the top end of the guidance range. This was based on 15% growth in gross financial receivables, excluding the impact of the Stockco Australia acquisition. And this level of growth evidences the resilience of Heartland's market position.

At the same time, Heartland's portfolio mix has moved towards higher quality assets. This is due to 4 factors: firstly, higher aggregate growth in higher quality reverse mortgages and online mortgages secondly, the introduction of lower impairment livestock loans thirdly, a shift in the motor book towards higher quality borrowers and finally, the runoff of higher risk personal lending. Reverse mortgages have consistently performed well and expected to continue to do so in this environment where rising costs puts pressure on household budgets, increasing demand for the product. In FY 'twenty two, Reverse Mortgages New Zealand helped their 20 1,000th customer and saw an almost 20% increase in receivables compared with the previous year. Australian Reverse Mortgages saw a 15% increase in receivables and grew market share from 29% to 33%, cementing its position as the largest active lender in Australia.

The potential addressable market for reverse mortgages in Australia, it shouldn't be forgotten, is somewhere in the realms of $10,000,000,000 to $15,000,000,000 and this demonstrates what a clear countercyclical opportunity for growth we have. In FY 'twenty two, Heartland Bank's Livestock business enjoyed record growth from an increase in customers, and facility utilization rates reached an historic high. We expect the global demand for protein to drive further growth for Livestock, both in New Zealand and particularly in our newly acquired business in Australia, STOTCO. Supply chain disruptions and the unintended impacts of the CCCFA changes made in December 2021 caused ebbs and flows in our motor book with some normalization coming in, in the last quarter. The book's 7% increase in receivables for FY 'twenty two was not as strong as we would typically expect.

However, the last quarter alone produced an almost doubling in the rate of increase on the previous quarter, so all goes well. Online home loans were also affected by the CCCFA changes and more recently by a slowdown in house sales. However, the refinance market is attractive and a book size in excess of €400,000,000 by the end of FY 'twenty three is targeted. A more cautious approach will be taken in personal and small business lending given the current environment. And whilst this might impact on growth in NIM, it is a prudent risk management measure to take.

Turning now to frictionless service at the lowest cost. There is a famous Maori saying, which means a struggle without end. And the pathway to delivering frictionless service is a never ending journey. Technology moves quickly, faster than people, though behaviors are changing, driven by pandemic necessity. The trend is moving ineluctably towards self-service.

This capability via digital platforms and apps has been delivered on both sides of the Tasman, and more is on the way. Telephone wait times are constantly rising, reflecting the ultimate redundancy of this channel. Self-service is the logical alternative. It removes friction and hassle from our clients whilst we're creating scale and efficiencies. And those scale and efficiencies flow through to our cost to income ratio.

In an underlying sense, the cost to income ratio reduced from 42.5 percent reduced to 42.5% in FY 'twenty 2. While this ratio might wobble in the short term due to investment, we are committed to reducing this further over the long term. Ultimately, a lower cost to income ratio allows us to be more competitive. Turning now to expansion in Australia and acquisitions, which, in the course of the last 12 months, went hand in hand, starting with expansion. And this was really exemplified again by the reverse mortgage growth.

The loan book was just £377,000,000 in April 2014 when we it was acquired by Heartland and now is more than £1,000,000,000 The acquisition of Stockco Australia in May extends our best or only strategy into the Australian livestock market. But in order to realize the full potential of our Australian businesses, we require access to deep and efficient pools of funding. And in August, we announced our intention to establish or acquire an authorized deposit taking, or ADI, license in Australia. As confirmed recently, we have now entered into an agreement for the acquisition of Challenger Bank from ASX listed investment management firm Challenger Limited. Challenger Bank is an established ADI, which offers customers a range of savings and lending products, including government guaranteed retail deposits and home loans.

It has invested in systems and, in particular, has a very efficient and scalable deposit platform. Subject to regulatory approvals and transaction completion, Heartland's existing businesses in Australia will be transferred into or under Challenger Bank. This will be Heartland's vehicle for growth in Australia. The consideration payable by Heartland on completion is expected to be AUD36 1,000,000, subject to the normal adjustments for net assets delivered at completion, and we intend to cover this cost out of existing resources. And it's really important just to pause for a moment and consider the opportunity we have as operating as a bank in Australia.

There is not just the very significant potential to lift our margin through lower cost of funds, but critically, we also have available to a much larger market into which to project our best or only strategy. Think of the growth we achieved in New Zealand then apply that to a much larger a market like Australia, which is several times larger. In New Zealand, Heartland's best or only strategy has driven a tripling of our size in the 10 years since we became a bank. Comparable New Zealand banks were unable to even achieve a doubling of their size in the same period of time. So imagine what is possible for Australia given the leading market positions we have in reverse mortgages and Livestock already in that market and the strategy of differentiation via our product and delivery, best or only strategy.

So to conclude, I would just support the Chair's comments in terms of confirmation of our guidance. I'd also like to pay tribute to our Heartland employees. They are critical to us meeting our targets and the journey that we are on delivering against the strategy. And they have delivered extremely well in what has been a very challenging year. I'd like to thank our employees for their exceptional efforts and commitments to our customers.

Speaker 1

Thank you, Jeff. Ladies and gentlemen, before opening the formal meeting for questions, I advise that Graeme Edwards of KPMG, the company's auditor, is present today and is available to answer any questions relative to the conduct of the audit and the preparation and content of the auditor's report for the year ended 30 June 2022. Shareholders who wish to ask a question on Heartland's performance, strategy or operations can submit their questions through the online meeting platform, and I will aim to ensure that as many of those questions as possible are addressed. Any comments, questions or matters raised for discussion during the meeting must be relevant to the business of the meeting. If you have matters you wish to raise as a customer, please submit those online and we will endeavor to respond to you after the meeting.

Shareholders were also invited to submit questions prior to the annual meeting. I'll address those that we received. The first one is a question about Heartland's current shareholding of about 10% in Harmony Group Limited and our position on this holding given Harmony's performance since listing. As I said, Heartland has a 10% shareholding in Harmony and holds a historic book of personal loans, which were originated by Harmony and funded by Heartland. This book is closed to new business and in runoff.

No decision has been made on the future of Heartland's Harmony shareholding and any changes to the fair value of its investment do not impact underlying net profit after tax. We also received a question regarding shareholder value of the recent and future capital raises. The answer to that is Heartland carefully considers all options when raising capital to strengthen its balance sheet. The Board's underlying objective is to increase shareholder value. The funds raised under the recent equity raising were used to repay the acquisition finance facility outstanding in relation to Stockco.

And to provide additional growth capital for Heartland's existing business, both in Australia and New Zealand. This means that these funds will be used to support Heartland's future growth, which is a key consideration for investors in the share price. The other important factor with regard to the recent decline in share prices is that global macroeconomic conditions continue to be highly volatile and the NZX and global markets have traded downward. Since Heartland's equity raise, the conditions these conditions have been also impacting on Heartland's share price. These factors are outside Heartland's control.

The metrics which Heartland is focused on, which are within its control are are return on equity, earnings per share, both of which are up in financial year 2022 and the dividend. These metrics are all considered when deciding whether to or not proceed with growth opportunities and 2, to raise equities. The third question relates to dividends and we have been asked if Hartland will maintain an $0.11 dividend per annum. Hartland really determines dividends both interim and final based on the net profit after tax subject to maintaining a prudential level of capital for its needs, which will vary from time to time depending on a range of factors. We are pleased to this year be able to pay a full year dividend of $0.11 per share.

This resulted from the full year payout ratio of 68% comparable to the average over the last 69 years. For shareholders who have held shares for a few years, you will know the trend. Finally, we were asked when we will assume a physical AGM. Next year should be the year we intend to run a hybrid meeting next year allowing shareholders to join in person or online. I will now move to online questions.

Are there any further questions? Okay. Please explain why we have one here. Please explain why why the share placement was pitched at a level of $1.80 when the preannouncement price was significantly higher than that other than the reasons already given by the Board. I think new shares under a fully underwritten placement were issued at a price of $1.80 This price represented a discount of 12.8 percent to the ex dividend adjusted last close price of 2 point $6 per share on the 22nd August and a discount of 13.7 percent of the 5 day volume weighted average ex dividend adjusted price of $2.08 up to and including $0.22 22 August 2022.

So I hope that explains it. Are there any other questions?

Speaker 3

No further questions that haven't been answered through the speeches so far.

Speaker 1

Thank you. All right. Moving on to voting. We now move on to the formal business of the meeting, which is to vote on the resolution set out in the notice of meeting. As mentioned earlier, if you are attending the meeting online, you can cast your vote using the electronic voting card received when your online registration was validated.

If you have any questions related to any of the resolutions, please submit these online now so that they may be addressed within discussion of each resolution. As the first resolution relates to my election, I will pass the chair to Greg Tomlinson, our Deputy Director. And in doing so, I will say that this is my last hurrah, as a Director of Heartland Bank. And I presume during the next while of that, I will be passing over to Greg probably as Chairman.

Speaker 4

Thank you, Jeff. Thank you all. Just coming back to the item of general business here, just as the first item of business is the reelection of Jeff Ricketts to the Board of Heartland Group. Details regarding Jeff's background, qualifications and experience were included in the notice of the meeting. Jeff stands for reelection with the full support of the Board.

The resolutions to reelect Jeff Ricketts is an ordinary resolution requiring approval by the majority being more than 50% of the votes of those shareholders entitled to vote in voting. I move that Jeff Ricketts, who retires by rotation and is for re election, be re elected as a Director of Heartland Group. Are there any questions online?

Speaker 3

No questions related to this resolution.

Speaker 4

Thank you. So please mark your intention on your voting card by selecting for, against or abstain at item 1. Please click Submit Vote on the bottom of the voting card to lodge your vote. I now will pass the cheer back to Jeff Ricketts.

Speaker 1

Thank you, Greg. The second resolution for today is the reelection of Jeff Greenslade to the Board of Heartland Group. Details regarding Jeff's background, qualifications and experience were included in the notice of meeting. Jeff stands for reelection with the full support of the Board. The resolution to reelect Jeff Greenside is an ordinary resolution requiring approval of a majority being more than 50% of the votes of those shareholders.

Jeff will now address the meeting.

Speaker 2

Thank you. As Managing Director, I occupy a unique position. I'm both an executive and a director, and I hasten to add that I've been standing for reelection as a director. And just to be very clear, the perspective I have through occupying those two roles, I think, provides invaluable insights for management to the board. I can convey what management are thinking, what the operational realities are to the board.

And secondly, I'm in a great position to then convey the board thinking around strategic themes and direction and oversight. So I think that occupies a very useful perspective. The second thing is that I think it's only reasonable that the Chief Executive shares in the same obligations and duties as the directors that he or she sits next to. Thank you.

Speaker 1

Thank you, Jeff. I move that Jeff Greenslade, who retires by rotation and is eligible for reelection, be reelected as a Director of Heartland Group. He has the full support of the Board and I think has done a great job since he took over being CEO of the Group. Now are there any questions?

Speaker 3

No questions.

Speaker 1

We have no questions. So please mark the intention of your voting card by selecting for, against or abstain at item 2. Please click Submit Vote on the bottom of the voting card to lodge your vote. The next resolution is a proposed increase in the director's remuneration. Before putting the resolution forward, I've had a number of queries in relation to this matter and accordingly would like to make some further comments.

To begin with, I should point out that none of the existing directors other than the new Director, Jeff Summerhays, will receive any increase in directors' fees. Notwithstanding they were last reviewed 6 years ago in 2016 and the net profit that year was $54,200,000 which compares with today's underlying profit of $96,100,000 for the 2022 year. The shareholders' dividend in that time has increased from $0.885 to $0.11 per share. Harton is also subject to an increasing degree of regulation in New Zealand and Australia, which results in an increase in need for independent directors by the regulators. Today's proposed increase of directors' fees are targeted and result in 2 new director roles being appointed for the group.

Firstly, appointing Simon Tyler as an additional independent non executive director to the Board of Heartland Bank New Zealand. Given the size of the bank, we consider an additional independent director as appropriate, his fee being the same as existing bank directors' remuneration, which as I've said before, has been in place for 6 years. Secondly, the director fee increase is to finalize Jeff Summerhays as appointment and fees. Jeff Summerhays will be the Chair of our Australian businesses on completion of the Challenger Bank acquisition. As he has a new appointment, Heartland sought independent benchmarking and settling his director's fees and consulted with Insight Consulting, an experienced independent consulting business in Australia.

The data provided by Insight Consulting was referenced to a comparative set of ASX Small Cab Financial Services Companies. Included in our businesses will be Challenger Bank, the licensed Australian bank we have recently announced. Heartland is acquiring from Challenger Group subject to the regulatory approvals, which we need to get. In terms of Jeff's role, he will be a Director of Heartland Group Holdings Limited. That's today's meeting as the parent company.

But in addition to that, he will also chair the Australian Group and initially will also commit the time required in developing and establishing the broader role of the Challenger Bank in Australia. I am more than confident he will undertake the job he has paid for effectively and will add significant value to the group. Jeff is a seasoned Australian executive and before joining APRA, he was a Senior Executive in the Suncorp Group. Overall, the increase sought today is to fund these 2 new targeted roles, which I believe are necessary to support the governance of the group going forward. Details regarding the rationale for the increase of remuneration, including a table of current fees, was included in the notice of meeting.

The proposed increase of directors' remuneration to support these two appointments has the full support of the Board. The resolution to increase remuneration is an ordinary resolution requiring approval of a majority being more than 50% of the votes of those shareholders entitled to vote. I move that the annual remuneration available to all non executive directors be increased from 1,000,000 New Zealand to 1,600,000 or $8 equivalent of $1,400,000 whichever is greater from time to time and a total an increase of NZ400,000 effective for financial year 2023 onwards, with such sum to be divided amongst non executive directors as the board may determine from time to time. Are there any questions online?

Speaker 3

No questions.

Speaker 1

No questions. All right, please mark your intention on your voting cards for selecting 4 against or abstain in Item 3. Please click Submit vote at the bottom of the voting card to lodge your vote. Now we now move to the 4th resolution is for the approval and ratification of the fully paid ordinary shares issued under the placement announced on the 23rd August 2022. Details regarding the placement and the rationale for ratification were included in the notice of meeting.

Again, this resolution has the full support of the Board. The resolution to approve and ratify the placement is an ordinary resolution requiring approval by a majority being more than 50% of the votes of whose shareholders are voting. As Chair, I move that the shareholders of Heartland approve and ratify for all purposes, including NZX Listing Rule 4.5.1, the previous issue of NZX Listing Rule 4.51 of 72,222,222 fully paid ordinary shares in Heartland to investors and an issue price of $1.80 share on the 29th August 2022. Are there any questions?

Speaker 3

No questions.

Speaker 1

No questions. If not, please mark your intention on the voting card by selecting for, against or abstain in Item 4. Please click submit vote to the bottom of the voting card to lodge your vote. The 5th resolution is the ratification of the share purchase plan. This resolution is for approval and ratification of the fully paid ordinary shares issued to existing shareholders under the share placement plan announced on the 23 August.

Details regarding the share purchase and rationale for ratification were included in the notice of meeting. This resolution again has the full support of the Board. The resolution to approve and ratify the shareholder share purchase plan is an ordinary resolution, as I've stated, of votes. I move that shareholders of Hartman approve and ratify for all purposes, including Enzex listing rule 4.5.1C, the share purchase plan announced by Heartland on the 23 August 2022, including the issue under the Enzex listing rule 4.5.1 of 14,989 fully paid ordinary shares and the issue under NZX listing 4.3.1 C of 23,832, 633 fully paid ordinary shares. And Heartland to the investors at an issue price of $1.76 or A $1.58 $57 in respect of eligible shareholders who applied in Australian dollars per share on the 9th September.

Are there any questions?

Speaker 3

No questions.

Speaker 1

No questions. Given there are no questions, please mark your intention on the voting card by selecting 4 against or abstain at item 5. Please click submit vote on the bottom of the voting card. Thank you. The next Resolution 6 is auditors' remuneration.

The final resolution is to record the automatic appointment of KPMG as the company's auditor and to pass the following resolution. This resolution also has full support of the Board. I move that the Board be authorized to fix the remuneration of Heartland's auditor KPMG for the year ending June 30, June 2023. Are there any questions?

Speaker 3

No questions.

Speaker 1

Ladies and gentlemen, that concludes the formal business of the meeting. You should now submit your votes. Voting will be open until the close of the meeting. The results of the poll will be advised on the NZX and the ASX after the conclusion of the meeting. There is now an opportunity for any other matters that may properly be raised before this Annual General Meeting to be considered.

Are there any such matters that shareholders wish to raise? Yes, there's one so far. As U. S. Interest rates continue to rise, interest rates in New Zealand and Australia will also rise for the time being.

Is Heartland's reverse mortgage business ready for this? For you, Jeff.

Speaker 2

The books in both countries have very conservative loan to value ratios. So they sit around about 20% in both countries. And when you think about it compared with normal mortgages, they can be as high as 80 percent loan to value ratios. So we're very well placed in terms of being able to withstand a period of interest rates at these levels.

Speaker 1

So we see the portfolios as resilient for increasing interest rates. Yes.

Speaker 2

As I said in my speech, if we've modeled a downturn in, say, Sydney, Melbourne and Auckland in the order of 20%, and it only shifts the dial up to about the mid-twenty percent in terms of loan to value ratios.

Speaker 1

Are there any other questions?

Speaker 3

No further questions that haven't already been answered. And I think that's all we have time

Speaker 1

for. Thank you for that. This brings an end to Heartland's 2022 Annual Shareholders' Meeting. Accordingly, I declare the meeting closed and thank you for your attendance and

Powered by