3 questions lodged at 2026 Heartland Group (HGH) hybrid EGM
September 30, 2026
Below is the text of the 3 written questions submitted at the 63 minute Heartland Group (HGH) 3pm NZ time hybrid EGM at Eden Park in Auckland and via the MUFG platform on September 30 2026 to approve a merger with TSB. See notice of meeting detailing 4 resolutions. Market cap was $954m on EGM day. The proxies were not disclosed early in these formal addresses. See 6 questions asked at 2024 AGM and 4 questions asked at 2025 AGM.
Q1. PwC is the external auditor to both TSB and Heartland. What role, if any, has PwC played in this merger transaction and who is likely to be the first signing partner of the merged bank? In terms of synergies, are we expecting to reduce the overall audit costs of the two organisations and is there a plan to go to market and run a tender to help drive down those audit costs once the merger has completed?
Answer: The CEO said PwC was not involved in the merger and there were no plans to change the arrangement as they've only had the Heartland job for a couple of years. Watch video of exchange via Twitter.
Q2. Social issues are often the trickiest aspect of merger negotiations. It is not easy working out who will be chair, who will be CEO and who will serve on the board. Could incoming director Mark Darrow comment on his experience of the merger negotiations. Which were the trickiest aspects and does he have any work history with the Heartland directors that he will be serving on the board with?
Answer: A good response from Mark Darrow who said managing the people issues is indeed the hardest part. He also named a couple of Heatland personnel he had worked with previously. Watch video of exchange via Twitter.
Q3. Best practice is to disclose the proxy position to the ASX along with the formal addresses before the meeting has started to allow for a more fully informed debate. Did you consider doing that today and were there any material protest votes against any of the 4 resolutions, including the proposed increase in the fee cap? Why haven't you disclosed the proxies so far?
Answer: Bizarre lack of response at this Heartland EGM to the very simple question. It doesn't help that the chair Greg Tomlinson doesn't chair the Q&A session, instead handing over to chief legal officer Phoebe Gibbons. Phoebe said they had disclosed total votes lodged but that is not the proxy position. Give us the for and against votes, please. The 63 minute meeting wrapped up with no clue whatsoever as to the proxies or whether the merger had been approved. Watch video of exchange via Twitter.
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