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The Warehouse Group 2018 Annual Report

Annual Report21 September 2018WHSConsumer Discretionary

THE WAREHOUSE GROUP
2018 ANNUAL REPORT

TOWARDS

INTEGRATED

REPORTING

Helping Kiwis live
better every day

OUR GROUP PURPOSE

Contents
The Warehouse Group Limited

Our shared values 02
Group highlights 03

Chair’s report 04-07

Our Board 08-11

CEO’s report 12-17

Financial highlights 18-19

Our strategy 20-21

Our group profile 22-23

Our transformation 24-27

EDLP case study 28-29

Integrated reporting 30-31

Our networks 32-37

Our expertise 38-43

Our people 44-51

Our relationships 52-61

Our environment 62-67

Financial capital 68-71

Financial statements 72-99

Annual 5 year summary 100-101

Governance report 102-116

01Annual Report 2018

About us
Group Highlights

About us

Our shared values

OUR SHARED VALUES

Take the lead

Create the way

Be the experience

Here for good

Each of our four retail brands has

its own unique identity. This year

we identified the values that we

share and that unify us as a group.

Our values light the path to our

future, guiding our conversations

and decisions today so we will

deliver on our vision and purpose

tomorrow. United by these values,

we stand together as one.

02

The Warehouse Group Limited

revenue increase on The Warehouse app
employees in New ZealandThe Warehouse app rating on iTunes

(rating at time of publication)

275%

50%

4.7 star

raised for communities in FY18

$5.3m$63m

Making the desirable

affordable and the

affordable desirable


since 1982

raised in donations for

New Zealand since 1982

EV chargers installed at

The Warehouse stores,

saving around 7,500kg of CO

2

of customers shopped with two

or more Group brands in FY18

people visited 251 stores

every week

bikes serviced each week

at Torpedo7 stores

24

12,000

200

2m

Group highlights

03Annual Report 2018

The Warehouse Group has delivered
a solid adjusted Net Profit After Tax

(NPAT) result of $59.0m for FY18, in

what has been a significant year of

change for the business.

We integrated separate business

units into a more collaborative group,

and invested in capabilities and

world-class talent. We fundamentally

changed our pricing strategy in the

core Red Sheds, and embarked on a

two-year transformation programme

to accelerate our strategy of fixing

the retail fundamentals and investing

in our digital future.

In the context of this change, to

deliver a profit result above guidance

is very pleasing.

Financial results

The Group has reported a net profit

attributable to shareholders for the

year of $22.9m, which is an increase

of 12.0% on last year’s result of $20.4m.

As the reported profit includes a

number of one-off items, our normal

practice is to also report an adjusted

net profit number which reflects the

underlying business performance, and

this is the number around which we

provide profit guidance to the market.

Our adjusted NPAT for FY18 is

$59.0m, which is (13.4%) down on last

year’s $68.2m. This result was up on the

market guidance of $50.0m–$53.0m

that we issued at the half year, due to

a stronger than expected finish to the

financial year.

As indicated at the half year, the

Group’s Short Term Incentives (STI)

schemes have been triggered in FY18.

This represents an increase in cost

year-on-year as the schemes were only

partly triggered in FY17. If we normalise

the result for the impact of the STI

Chair’s report

We’re on plan

Chair’s report

Joan Withers

payments, the adjusted profit result

would have increased 1.6% year on year.

In FY17 the material one-off impacts

on our profit result were the sale of our

Financial Services business, restructuring

costs and some property sales. This year

the one-off impacts relate to a write-down

of the goodwill asset in Torpedo7 as the

business takes longer to scale up, and

restructuring costs associated with our

transformation.

While there is still more work to be

done, I’m heartened by the progress

that has been made this year to ensure

the Group is competitive and delivers

sustainable profitability. We're on plan

to improve EBIT, and I’m satisfied with

our progress as we move closer towards

our goal.

We have announced a final dividend

of 6.0 cents per share, which totals to an

overall dividend payment of 16.0 cents

per share in FY18. This dividend payout

is above our dividend policy and reflects

the Board's confidence of the Group

strategy. We will look to make further

comments about the dividend policy

at the ASM in November 2018.

Providing low prices for our

customers, every day

The Board is pleased with the outcome of

the completion of the transition to EDLP

in The Warehouse.

The Warehouse has made the change

to Every Day Low Price (EDLP) with

a 2.5% reduction in sales and a 1.0%

reduction in gross margin. The sales

decline we’re experiencing is in fact

tapering during each quarter of the year,

going from -5.2% in Q1 to -2.6% in Q2 and

-1.2% in H2, giving us confidence that

margins will continue to improve over the

next three years, in line with our plan.

04

The Warehouse Group Limited

JOAN WITHERS
Chair, The Warehouse Group

‘ While there is still more work to

be done, I’m heartened by the

progress that has been made

this year to ensure the Group is

competitive and delivers

sustainable profitability.

We’re on plan, and I’m

satisfied with our progress

as we move closer

towards our goal.’

Annual Report 201805

JOAN WITHERS
Chair, The Warehouse Group

Chair’s report

Joan Withers

‘We still have a long road

ahead of us, but our

confidence is strengthening

as we see encouraging

signs. FY18 has been

about implementing and

accelerating our plan, and

we’re on plan.’

06The Warehouse Group Limited

opportunities, while providing
appropriate levels of oversight.

Investing in our digital future

In addition to delivering our

transformation programme, transitioning

to EDLP, and realising the benefits of

business integration, we are also making

progress on our digital future. We

have invested in digital capability and

systems this year, and have started to

build our omnichannel ecosystem that

will help Kiwis live their lives better.

Continuing our journey

We still have a long road ahead of us,

but our confidence is strengthening as

we see encouraging signs. FY18 has been

about implementing and accelerating

our plan, and we’re on plan.

As previously mentioned, we have

activated incentive payments. This was

in recognition of the performance this

year, the management of significant

downside risk in the move to EDLP, and

the change programme being delivered

to schedule. Incentives are an important

part of attracting and retaining the

high-level talent required to execute our

transformation. Our business operates a

reward structure that goes much deeper

within the organisation than is the case

in many other companies.

I want to especially thank the

employees of The Warehouse Group.

Your contribution in what has been

a big year of change is very much

appreciated. It is your spirit and

dedication to our organisation and

customers that is making the difference.

I would also like to thank my fellow

directors for their dedication to their

responsibilities and for the support they

have given me.

On behalf of the Board, I also want

to thank all our shareholders for your

continued support as we continue to

change for the better – for our company,

and for all New Zealanders.

Joan Withers

Chair

Facing into change

It’s clear that we needed to reshape

The Warehouse Group for the future.

The decline of our recent earnings, the

complexity of our operations, impending

local and global competitive threats and

changing customer expectations have

necessitated radical change, and we are

facing into that change head-on.

We’ve partnered with international

experts to work alongside us as we

transform our business, not to revisit our

strategy but to improve our ability to

execute change and deliver sustainable

bottom-line results.

Together, we co-developed the

framework for our transformation

programme. Led by Chief

Transformation Officer Scott Newton,

200 senior leaders across the business

are rolling up their sleeves and

delivering rapid initiatives to improve

efficiency, reduce complexity and

deliver cost improvement. The Board

is looking forward to realising the

significant benefits of that programme

over the next 24 months and beyond.

Leading us forward

I’m incredibly energised by the

leadership team that Group CEO

Nick Grayston has assembled. They

are extremely driven to achieve

the outcomes we have set, and the

commitment and dedication from the

entire team is among the best I’ve seen.

In FY18 we welcomed three new

members to the Executive Team and

two members to the wider leadership

team. Chief Marketing Officer Jonathan

Waecker and Chief People Officer

Evelyn Ross have joined the Group from

US companies Yahoo and Foot Locker,

respectively. We also made three local

appointments, Scott Newton as Chief

Transformation Officer, Jonathan Oram

as Deputy Chief Financial Officer and

Chris Foord as Chief Logistics Officer.

The Group has faced some criticism

in our recruitment of offshore executive

talent. The fact is, deep omnichannel

retail experience is difficult to find, even

in Australasia. If this business is to be

successful in the face of international

competition, we require people who

have experienced that challenge, and

we are excited about the progress we

are making.

Governance

The Warehouse Group's Board is united

in its support of the direction we are

taking. We are acutely aware of our

role in supporting the transformation

programme and are adjusting our

governance practices to help the

business move faster and stay

focused on our core strategy.

We are conscious of the need to

ensure the skillset around the table

is right for the future direction of the

company and we are in the process of

finalising a director appointment which

will be both complementary to existing

skills and experience and strategically

relevant to the evolution

of the business.

Sir Stephen Tindall has decided

to take a further 12 months leave of

absence from his directorship of The

Warehouse Group due to his current

workload which includes the hosting

of the 2021 America’s Cup in Auckland,

his ongoing work with The Tindall

Foundation and investment vehicle

K1W1 and involvement in some of his

larger investments including Lanzatech

and Rocket Lab. Robbie Tindall will

continue to act as his alternate on

The Warehouse Group board.

We have changed the structure

of some of our committees, reviewed

and clarified some of our policies

and updated our documentation to

ensure that we are fit for purpose for

the challenges ahead. The Corporate

Governance and Nominations

Committee now has responsibility for

Board appointments and selection, and

we have introduced a separate Health,

Safety and Wellbeing Committee,

of which all Directors are members.

Given the competitive landscape

and the period of rapid change

the organisation is undergoing,

the traditional cadence of Board

deliberations may not be suitable.

However, the Board is responding

quickly to business issues and

Annual Report 2018

Our Board (from left to right):
Robbie Tindall, Julia Raue,

Keith Smith, John Journee,

Tony Balfour, Vena Crawley

and Joan Withers (Chair).

The Warehouse Group Limited08

Annual Report 201809

Joan believes The Warehouse
Group is New Zealand’s

greatest retail company with

a fundamentally important

role to play in New Zealand

society. You will often see

Joan in the Red Sheds but as

a self-confessed tech geek,

there is always something

exciting to discover at Noel

Leeming Group, especially

innovations such as Alexa and

Sonos. In her spare time Joan

enjoys horse riding, spending

time with family and creating

fashion garments on her

knitting machine.

Joan Withers

MBA CFinstD

Chair & Independent

Non-Executive Director

INTERNAL

• Audit and Risk Committee

• Disclosure Committee

• Corporate Governance and

Nominations Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Mercury NZ Limited (Chair)

• ANZ NZ Limited

• Louise Perkins Foundation

INTERNAL

• Disclosure Committee (Chair)

• Corporate Governance and

Nominations Committee

• Audit and Risk Committee

(Chair)

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Goodman NZ Limited (Chair)

• Mercury NZ Limited

• Westland Co-Operative Dairy

Company Limited

Keith likes the variety

The Warehouse Group has

to offer and shopping at

The Warehouse and Noel

Leeming stores has proved

very beneficial having just

moved to a new property.

When he is not working we

will find Keith out on the

water enjoying his favourite

pastime of fishing.

Keith Smith

BCom, FCA

Deputy Chair & Independent

Non-Executive Director

Our Board

Our Board

Board bios available at: www.thewarehousegroup.co.nz/about-us/board-directors

Julia’s family shop regularly

at The Warehouse, Noel

Leeming and Torpedo7. Her

youngest daughter loves a

trip to The Warehouse, where

they shop for clothing, gifts,

books and toys. Julia also

shops at Noel Leeming for

technology-related items as

well as whiteware, and they

buy the majority of their

sporting goods at Torpedo7.


When time permits you will

likely find Julia walking,

geocaching, reading or

cooking. As a family, they

love to travel.

Julia Raue

CMinstD, GAICD

Independent

Non-Executive Director

INTERNAL

• Health, Safety and Wellbeing

Committee (Chair)

• Audit and Risk Committee

OTHER DIRECTORSHIPS

• Z Energy Limited and Subsidiaries

• Television New Zealand Limited

• Southern Cross Health Society

• Jade Software

Corporation Limited

• Member, Risk and Audit

Committee of the Treasury

10The Warehouse Group Limited

INTERNAL
• Corporate Governance and

Nominations Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• K One W One Limited

• The Tindall Foundation

• Franklin Smith Limited

• Foundation Services Limited

Robbie and his family

find themselves shopping

in one of the Group's

stores on a weekly basis,

The Warehouse being

the store most visited.

Robbie enjoys coaching

water polo, cycling to the

beach with the family

and, when time allows,

playing football or going

to the movies.

With two young kids the

Crawley family are regular

visitors at The Warehouse's

toy section. Gifts for family

and friends are often

created at Warehouse

Stationery – you name it,

if he can personalise it,

Vena is onto it! Once he’s

finished family adventures

with gear from Torpedo7,

Vena loves to hand-write

letters and cards for the

elderly at aged-care homes.

Robbie Tindall

BA, BSc

Non-Executive Director

INTERNAL

• People and Remuneration

Committee (Chair)

• Health, Safety and Wellbeing

Committee

• Corporate Governance and

Nominations Committee

OTHER DIRECTORSHIPS

• Silver Fern Farms Co-operative

Limited

• Les Mills International Limited

• Real Journeys Limited

• Mt Difficulty Wines Limited

With two active teenagers,

Tony's family constantly find

themselves in Noel Leeming

and Torpedo7 on weekends

– be it for some piece of

'essential' technology or

new merino base layer.

Tony’s 13-year-old son

loves the new skate/street-

inspired apparel range at

The Warehouse and would

like to own every piece

given the chance. Tony

loves the outdoors and

can often be seen running,

biking or on the ski field. He

is also on the board of the

local high school.

Vena Crawley

MBA, BA

Non-voting Director, part of the

Future Directors Programme

INTERNAL

• In his role as Future Director,

Vena can be a non-voting

attendee to the various

committees

OTHER DIRECTORSHIPS

• Electricity Retailers Association

of NZ (ERANZ)

• Auckland University of

Technology (AUT) – Advisory

Board Member

INTERNAL

• Audit and Risk Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Max Fashions Limited (Chair)

• Vanishing Point Ltd/Holdings

You will often find John

in a Noel Leeming store

as he is a sucker for new

‘tech’ and Noel Leeming

provides reliable expert

advice to help him navigate

the constant stream of

the latest ‘must have’

temptations!


John and his wife are

avid travellers, which

provides ample and varied

opportunities to explore

his other interests of wine,

food, culture and history.

John Journee

BCom, CMinstD, MAICD

Independent

Non-Executive Director

Antony (Tony)

Balfour

BCom

Independent Non-Executive

Director

11Annual Report 2018

CEO’s report
CEO's report

Nick Grayston

The Warehouse Group Limited12

‘We are fortunate to have
the existing benefits of scale

and deep brand affinity

with New Zealanders as a

foundation on which to build

our digital future. How we

leverage these advantages to

best serve our customers is

now our critical opportunity.’

NICK GRAYSTON

CEO, The Warehouse Group

13Annual Report 2018

The year ended 29 July 2018 has
been a challenging one. Major

change is always difficult for an

organisation of our size, but the fact

that we have begun to reposition the

company is a material step forward

for the future of this business.

We began a transformation

programme to accelerate our strategy

and improve our business processes and

management disciplines, and we made

a major change to The Warehouse with

the transition from a Hi-Lo pricing model

to Every Day Low Pricing (EDLP). We

continued to integrate our operations

across the Group and have started

to see the benefits from that change.

We also improved our direct sourcing

capability and expanded our international

operations to help provide better products

at better prices for our customers.

The Warehouse Group remains

a profitable company that creates

significant value for New Zealand.

We are cash generative, a major

employer and a contributor to our

country through our corporate

citizenship activities.

I am proud of the hard work our

people have put in to achieve the

results for FY18, particularly given

the difficult context of the year. I’m

also satisfied that we are completing

the groundwork to overcome

impending competitive challenges.

Competitive landscape

Each year sees new and stronger

competitive challenges to our business

and 2018 is no exception. Amazon arrived

in Australia, offering a broader selection

of categories than in any other launch

country. While their arrival doesn’t yet

appear to have had significant impact,

it would be unwise to underestimate

their long-term potential in Australasia.

However, it’s not just Amazon that we

need to be mindful of, other international

e-commerce players are present in the

New Zealand market, and traditional retail

competitors such as Kmart are expanding

their store footprint in this country,

along with best-in-class international

apparel retailers Zara and H&M.

We are highly focused on being able

to resist those threats successfully. It’s

clear that omnichannel retailing is now

the dominant form. As a legacy retailer

with a comprehensive store footprint,

we have an advantage–but not

automatic success–within an

omnichannel environment.

We are fortunate to have the existing

benefits of scale and deep brand affinity

with New Zealanders as a foundation on

which to build our digital future. How

we leverage these advantages to best

serve our customers is now our critical

opportunity. We must continue to get

better at what we do, putting customer

experience at the forefront of all of our

channels and ensuring we are guided

by more sophisticated data, insights

and capabilities.

Our brand performance

The Warehouse’s transition to EDLP

has gone well and we are pleased that

sales declined less than expected and

customers responded positively to the

clarity of our offer. We saw a 6.6% lift in

unit volume across the year. During this

time, we curated our product range,

simplifying our portfolio of private-label

brands from 136 to 30, and reduced the

number of overall product SKUs by 9.8%.

CEO's report

Nick Grayston

Our way forward

↑Noel Leeming annual

revenue growth in FY18

Warehouse Stationery

No.1 in Back to school

products

Online sales percentage of

total sales. Up 6.6% on last year

8.6%

No.1

7.4%

KEY HIGHLIGHTS

14The Warehouse Group Limited

‘Noel Leeming has had a standout year. Operating
profit increased by 61.8% from the previous year to

$31.2m in FY18’

Revenue for The Warehouse

decreased by 2.5% to $1.7b in FY18

and the retail operating margin reduced

0.6% from 4.8% to 4.2%. The drop in

revenue was anticipated in response

to the transition to EDLP. Although

sales dropped, units sold increased

and we are pleased with the lift in

gross margin from 36.8% to 37.4%.

The grocery and apparel categories

in The Warehouse have performed

particularly well. Sales of affordable

essentials in grocery have increased with

a 14.0% uplift, showing that customers

are responding well to the change.

In apparel, a warm summer led to

excellent performance in seasonal

categories. We experienced significant

gross profit improvements because

of a reduction in clearance.

There is still more work to be done in

terms of refining prices, product range

and assortment. But we have a solid

base to tweak and improve on. We are

also testing some new store formats,

prioritising floor space to improve

profitability and customer experience,

and emphasising the enhanced quality

and value to customers under EDLP.

Most of our private-label products

in The Warehouse are designed by New

Zealand designers at our Store Support

Office in Northcote, Auckland. In FY18

we accelerated our direct sourcing

model to reduce costs, improve the

quality and speed to market of our

products, and to ensure our ethical

sourcing practices are adhered to.

While we continue to operate in

China, India and Bangladesh are

emerging as global powerhouses in

the production of apparel and soft

home goods. We recently expanded

our operations into India. We began

trading there in July 2017 and

officially opened a sourcing office

in New Delhi in February 2018.

A real highlight of FY18 has been

Noel Leeming’s performance. It has

had what can only be described as a

standout year. It continues to benefit

from advantages of scale, both in

terms of volume and store footprint,

and the expertise offered through the

assisted sales model. The business

has delivered revenue growth of

8.6% to $880.5m in FY18. Operating

profit rose by 61.8% to $31.2m in FY18

and operating margins increased

from 2.4% in FY17 to 3.5% in FY18.

The first half set the platform for

the year with solid trading results

across both the retail and commercial

divisions. The commercial division has

performed well with sales up 10.5%;

however, we still see room for growth.

The investment we made in the

Noel Leeming Tech Solutions business

back in FY15 and FY16 is starting to

pay off. Services now make up 2.7%

of all sales, up from 2.5% in FY17, and

we expect this growth to continue.

This was a very purposeful strategy

that has been well-executed.

In July we announced the purchase

of the key assets of the Appliance

Shed, offering a larger store footprint

to provide clearance goods and to

help meet the customer demand

NICK GRAYSTON

CEO, The Warehouse Group

seen at our expanded Penrose

clearance store. Three Appliance

Shed sites in Auckland will transition

to Noel Leeming Clearance Centres

and a fourth to a Torpedo7 store.

In contrast, Warehouse Stationery

has had a poor year by its own high

standards. The weaker result for FY18

was due to internal systems integration

issues and an industry segment that

is facing challenges as a result of

changes in customer buying behaviour.

Revenue for Warehouse Stationery

fell 5.2% from the previous year

to $263.8m in FY18. The business

experienced a decrease in operating

profit from $15.7m to $10.6m in

FY18, with the corresponding

operating margins reducing

from 5.7% to 4.0% in FY18.

The first half of the year was

particularly challenging and saw

a 7.1% decline in sales on H1 FY17.

The operational integration of The

Warehouse and Warehouse Stationery

resulted in some internal systems and

process challenges that impacted

the availability of products in store,

and significant time and resource

was spent rectifying these issues.

However, this was completed in time

for a successful Back to School period

which saw Warehouse Stationery retain

its position as number one in market

share and customer service. As we

continued the year we reduced our

sales deficit to 5.3% decline in Q4.

While sales declined, margin

improved–particularly in Q4,

by 1.4%. This demonstrates that

profitability for the business is

in line with our expectations.

We are acutely aware of challenges in

the stationery market globally, including

15Annual Report 2018

on our core business. It has a been a
smooth transition with negligible impact

on our customers, and we are fortunate

to have good partners in Finance

Now and SBS Bank. The nature of the

financial services business meant that

it required significant operating capital

and the decision to divest has given

us capacity to make the investments

that support our strategy. Our planned

investments can be funded through our

existing capital envelope.

Leveraging our scale

as a group

We are now able to capitalise on our

scale as a group and reduce duplication

with one Information Technology,

People Support, Finance, Logistics and

Marketing team. We are already realising

the benefits of this new model. For

example, in FY18 and through FY19 we

will make a significant investment in a

new Warehouse Management System

that will improve our fulfilment and

delivery capability across all brands.

This will enable efficiencies that will

save around $5.4m per year from FY20.

We appointed a single media buyer

to serve all brands in the Group,

replacing seven media and planning

agency relationships. Similarly, we

have appointed one domestic logistics

partner in Toll New Zealand, which will

be providing all store delivery services

across all the brands from FY19.

Our transformation

Earlier this year we started our group-

wide transformation programme

focused on fixing the retail

fundamentals and improving our

financial performance. It began with

the acceleration of the decline in

heritage categories such as paper and

manual-based office supplies, and the

need to reposition the business ahead

of structural changes in the industry.

We have been through a specific

exercise to address both category

and systems issues and develop a

strategy for the future. This includes

refocusing dedicated resource to

the stationery business and a plan to

continue to grow shoulder categories

and the existing B2B market.

Torpedo7 had a disappointing year

also but for different reasons. While

revenue increased 3.6% to $163.4m,

it made an operating loss of $1.4m

because of ongoing challenges with

a sub-scale operation and internal

disruption connected with relocating

parts of the business operations.

This year we recorded an

impairment of the goodwill

relating to Torpedo7 of $25.6m.

The integration of Torpedo7 into

Noel Leeming management showed

us the extent of the work we need to

do to scale up from a niche offering

to becoming a serious retailer. We

recognise that developing capability,

rebuilding processes and addressing

stock issues will take time.

While it has been a difficult year

for Torpedo7, it has also been a good

opportunity to reset the foundation

for the business. In FY19 we have

confirmed the roll out of four additional

Torpedo7 stores, bringing the total

number of stores to 18, with additional

stores in the pipeline. Torpedo7 stores

are relatively profit-neutral in the first

year, so the opportunity is significant,

but it will take time to achieve scale.


FY19 will be focused on establishing

brand clarity, getting our inventory

right and scaling the business,

both physically and online, and

we expect to be operating from

a strong foundation by FY20.

Torpedo7 has a secondary brand

in No. 1 Fitness, which currently

has one store in Christchurch.

In FY19 we will integrate No. 1

Fitness into Torpedo7 and retire

the brand to reduce complexity.

Group online sales were $221.1m,

up 6.6% compared to the same period

last year. Online as a percentage of total

sales finished the year at 7.4% compared

to 7.0% in the same period in FY17.

Investing in our digital future

While we are focused on fixing the

retail fundamentals through our

transformation programme as our

priority, we are also investing in our

digital future to get ahead of the curve.

An efficient and frictionless e-commerce

offering is no longer a differentiator.

In FY18 we boosted our digital

capability and established a world-

class team, and did a considerable

amount of work to bring our core

IT infrastructure up to standard.

In FY19 we will continue to invest

in building a competent fulfilment

capability and improving our

infrastructure, systems and supply

chain and distribution processes,

setting the foundation for our future.

Focusing on our core business

In FY18 we completed the transition

of The Warehouse Group Financial

Services division to Finance Now,

enabling us to free up capital and focus

‘The commitment and dedication of the executive

leadership team is among the best I've seen.’

JOAN WITHERS

Chair, The Warehouse Group

CEO's report

Nick Grayston

16

The Warehouse Group Limited

The Executive Team
Left to right:

Tania Benyon, CEO Group Sourcing

Support; Pejman Okhovat, CEO

The Warehouse and Warehouse Stationery;

Mark Yeoman, Chief Operating Officer

and Chief Financial Officer;

Nick Grayston, Group Chief Executive Officer;

Tim Edwards, CEO Noel Leeming and

Torpedo7 Group; Scott Newton,

Chief Transformation Officer; Evelyn Ross,

Chief People Officer; Jonathan Waecker,

Chief Marketing Officer.

an independent assessment of the

Group, which helped to quantify the

opportunity for focused performance

improvement. It was then followed by

a process of idea generation with input

across the entire business. Ideas were

then distilled to 250 initiatives, which

are now being implemented by our own

teams. Although it’s early days, we’re

already seeing success with a number

of initiatives delivering value, increased

engagement and collaboration across

the Group.

While our transformation has

components related to technology

investment, it is mostly about

fixing our business processes and

improving management disciplines.

We share more information about

our transformation on pages 24-27.

We’re on for the future

Ultimately, retail is still about two things

– people and product. Having the right

product and serving people how they

want to be served, whether that’s in

a store or on a mobile device is key,

together with the right customer service.

We’re working hard on improving these

elements so we can deliver to our

purpose of helping Kiwis live better

every day.

FY18 has been a huge year of

change for our company, and while

there is still more work to be done, I’m

pleased that we’re on plan. We have

entered FY19 with momentum behind

our strategy to deliver a strong and

sustainable future for our organisation.

This is due to the efforts of our people

and I want to thank each one of our

team members for their contribution.

Together, we’re writing this story for

the future of The Warehouse Group.




Nick Grayston

Group Chief Executive Officer

17Annual Report 2018

Sales by brand
The WarehouseNoel LeemingWarehouse StationeryTorpedo7

56.8% 29.1% 8.7% 5.4%

18The Warehouse Group Limited

↑ 0.5%
Total sales

$3.0b

Gross profit

↑ 2.0%

$991.2m

NPAT

Dividend

↑ 12.0%

no change↓ 46.6%↑ 3.0%

↑ 6.6%

↓25.6%

$22.9m

16cps

EBITGroup transactions

Online sales % of total sales

Net debt

$57.3m63m

7.4%

$162.3m

SKU reduction from EDLP

9.8%$5.0m

Moved to EDLP

(Every Day Low

Prices) in Red

reduction in Marketing

spend from EDLP

growth in Noel Leeming Services

of New Zealanders shop with a

Group brand at least once a year

new Group

stores opened

in FY18

Plus 3 Blue

stores into Red

Noel Leeming

Torpedo7

17%

80%

6

2

3

Financial highlights

Other highlights

The Warehouse

1

19Annual Report 201819Annual Report 2018

Our strategy
20The Warehouse Group Limited

Helping Kiwis live better
every day

Fixing the

retail fundamentals

Invest in

the digital future

Transformation

Technology and Culture

Shared values

Here for goodCreate the wayBe the experienceTake the lead

OUR STRATEGY

OUR ENABLERS

21Annual Report 2018

BRAND
POSITIONING

BRAND

HIGHLIGHTS

Our evolution

1982

First The Warehouse

store opens

1991

First Warehouse

Stationery store

opens

Busiest

period is

Back to School

Where everyone

gets a bargain,

every day

Work, Study,

Create, Connect

FY18 REVENUE

SPLIT BY BRAND

$263.8m

$1.7b

ON AVERAGE, 1.5M

CUSTOMERS A WEEK

General merchandise,

apparel, homeware, garden,

electronics and gaming

ON AVERAGE, 230,000

CUSTOMERS A WEEK

Office products, stationery

and technology

1996

First purpose

built distribution

centre opens

1994

NZX: Listed on

the NZ Stock

Exchange

Over

7,000 team

members

93 stores with annual

sales of 1.7b Over

500,000m

2

of retail

space and over

25,000 SKUs

We employ

approximately

1,000 team

members

Busiest day

of the year is

Christmas Eve

70 stores with annual

sales of $263.8m Over

71,000m

2

of retail

space housing

9,000 SKUs

Our group profile

TIMELINE

The Warehouse Group Limited22

2004
Shanghai

Representative

Office (SRO)

is set up

Technology and appliancesOutdoor adventure gear

and fitness gear

2009

The Warehouse

online shopping

launched

2013

The Warehouse Group

acquires Noel Leeming

Group and Torpedo7

Group

2014

The Warehouse

launches its first

mobile shopping app

2017

First Warehouse

Stationery Ltd store

opened within

The Warehouse store

2017

India Sourcing

Office opened

2014

The Warehouse Group

acquires Schooltex

and R&R Sport

Busiest periods

are winter and

summer

The authority in appliances,

technology and services

for retail and commercial

customers

See you out there

74 stores with annual

sales of $880.5m

Over 76,000m

2

of

retail space housing

4,100 SKUs

14 stores over

19,000m

2

and

online retails for

No.1 Fitness and

1-day

Over 1,600

team members

We employ

approximately 400

team members

ON AVERAGE, 279,000

CUSTOMERS A WEEK

ON AVERAGE, 14,000

CUSTOMERS A WEEK

$163.4m$880.5m

Busiest period is

Boxing Day

Annual Report 201823

Scott joined The Warehouse Group in
February 2018. He has an extensive

track record in driving transformational

change across several New Zealand

and global businesses.

What’s the transformation

overview?

Our transformation started in February

2017 when we made the decision to

move to a shared services model across

the Group and merge the operations

of The Warehouse and Warehouse

Stationery, and Noel Leeming with

Torpedo7. This was quickly followed by

our adoption of an Every Day Low Price

(EDLP) pricing strategy in our Red

Sheds, a significant change for the

business and our customers.

To improve our ability to execute

change across the business, and

support our multi-year transformation,

we engaged external transformation

partners in late 2017. Our

transformation partners performed

an independent assessment of

the potential of the Group, and

quantified the opportunity for focused

performance improvement. Then,

we involved more than 200 staff

from across the Group in a ten-week

ideation process to develop initiatives

that would build on the changes

which were already in flight. From

June 2018, our transformation has

focused on implementation. We’ve

started to drive the delivery of the

plans that we committed to.

What are we focused on?

Performance wise we are focused on

lifting Group EBIT from 3.6% to 7.0%.

To achieve this growth in earnings,

we have created over 250 detailed

initiatives which are being actively

worked on across 12 workstreams.

We are also focused on incorporating

an ‘owner’s mindset’, having a high-

performance culture and building

capability in our people to ensure

that these changes are sustainable.

We’re six months into our transformation so

we sat down with Scott Newton, our Chief

Transformation Officer, to discuss what

we’ve achieved so far and what we’re

looking forward to.

Our transformation

Our transformation

TIMELINE

JANUARYFEBRUARY

Organisational

Health survey

MARCH

Creation of 8

functional and 4

brand workstreams

Independent

Assessment

24The Warehouse Group Limited

Our transformation has a good
balance between both growth and cost

focused initiatives. Growth initiatives

typically take longer for the benefits

to ramp-up, whereas, cost derived

initiates provide the ability to unlock

value much faster.

Collectively, we have committed

to a plan for what we can realise

in incremental earnings going into

FY20. Internally we refer to this as

our ‘bankable plan’. This plan was

unanimously supported and signed

off by our Senior Executive Team.

What are the key areas of work

and how did they come about?

Our transformation is focused on

fixing the retail fundamentals. All

areas of the business are in scope for

performance improvement. During the

independent assessment conducted

by our transformation partners, and

in our planning sessions, we looked at

the key value drivers of our business

and formed 12 workstreams–eight

of these are functional and four are

brand orientated.

The eight functional workstreams

are grouped into key areas. One

key area is ‘trade’, which includes

the customer-facing areas such as

store performance, merchandise,

and logistics. Another key area is

‘non-trade’, which focuses on central

procurement and capital. Both our

trade and non-trade functions are

supported by ‘central’ functions,

which incorporates our people-

support functional area. The central

functions workstream looks to

optimise organisational design across

The Warehouse Group and assesses

whether we have the right people

with the right tools, skills and

capabilities to support the delivery

of our transformation. Supporting

both trade and non-trade areas are

our ‘enabling’ workstreams. These

workstreams include information

systems and culture. Both the

information systems and culture

workstreams are embedded within

all the areas of our transformation.

What’s the most important

aspect of the transformation?

The most important aspect of the

transformation is the how, or the culture

piece. We are focused on embedding a

change in mindset and way of working

so that we think and act differently. It

is also important for us to ensure that

the change is sustainable. We recently

launched our new group values of

being ‘on’. We’re on for New Zealand,

on for our customers, employees,

shareholders and our communities.

These new group values unify our

APRILMAYJUNE

ideas generated

and distilled

initiatives actively

worked

Improving Group EBITBuilding a sustainable and

high-performance culture

250+1,000+↑EBITCulture

Programme setup

• Cadence established

• Workstreams

• Leads identified

• Initiative owners

1,000+ ideas

generated across

the Group

Commitment to

implement more

than 250 initiatives

Ideas assessed

through risk,

culture and

information

systems lens

Expo – sharing

the plan with our

wider teams

Transformation

Planning

Implementation

Kick-off

25Annual Report 2018

individual brand values and allow
us to speak the same language.

What are the key challenges?

Speed of decision-making can slow

progress and frustrate initiative

owners. We have established a weekly

cadence around our workstreams

and this provides the opportunity for

workstream leads and initiative owners

to ask for the support needed.

There can be workload tension

balancing our ‘day job’ against our

transformation initiatives. This is

typical during the beginning of a

transformation and can take more

than six months before the two come

together as one set of priorities.

Capability can be a challenge when

embarking on major transformations.

Now that we have developed detailed

plans with clear milestones, KPIs and

benefits for each initiative, we can

track progress on a weekly basis. And

because of these plans, we have an

opportunity to address emerging

capability gaps.

We have created a programme for

our people to support their ‘ability

to execute’ (A2E). A2E is a two-day

programme for our Store Support

Office, Regional Managers and Store

Managers. The course focuses on

developing skills in areas such as

influencing, having courageous

conversations and providing feedback.

We are also investing in building

capability in specific areas such

as contract negotiation, pricing

optimisation, and data analytics. Here,

we are drawing on the global expertise

of our transformation partners.

What are you looking forward

to in the next six months?

Ensuring that the initiatives that we

have developed start delivering the

benefits that they promised; supporting

our workstream leads and initiative

owners to think bigger, faster; and

actively problem solving with

the team to drive value creation.

I see my role as the 'agitator',

to face into what people don’t want

to talk about and support delivery

but also look to accelerate our plans.

I am also looking forward to seeing

the business adopt the ‘owner's

mindset’ and see this come alive across

the business. The owner's mindset

means being truly accountable,

recognising that delivering results to

our bottom line is the ultimate measure

of success, and that the cost of delay is

real. We teach how to adopt an owner’s

mindset in our A2E course and to date,

we have around 1,500 team members

participating in the course.

What is the mood within the

Transformation Office?

Cautious, but happy with the

progress to date. We have great

partners that, like us, truly care about

making kiwi’s lives better and are

helping to ensure the longevity of our

core business.

We have all the ingredients that

we need to successfully transform

and we’re starting to see the ‘unlock’

happening in the business. Typically,

it takes about six months into

implementation to see the benefits

materialise. Once the benefits are

visible and celebrated, the progress

in and of itself builds momentum and

people start to see the transformation

as a way of getting things done much

faster than they could previously.

Why should I believe in this

transformation?

Our transformation isn’t about finding

a magic ‘single fix’ solution. It is about

lifting our performance around basic

retail disciplines, with our customers at

Our transformation

Negotiation Factory

Workshops

JULY

New group values

launched

TRANSFORMATION

ONGOING

(2 YEARS)

Ability to Execute

(A2E) (high-

performance and

capability training

programme)

Store and

Distribution Centre

expos


JULY

Ideas Bot launched

(Group-wide ideas

channel where

everyone is able

to submit ideas)

26The Warehouse Group Limited

the centre of everything we do.
I can’t make you believe in it, but I

can tell you why I believe in it. Having

seen The Warehouse open in 1982,

it’s exciting to see what it’s become

over the last 36 years. The growth

has transitioned from explosive to

incremental and now we have reached

critical mass across our brands. It's

Our transformation workstreams

Merchandise

Central functions

Logistics

Capital

Information system

Culture

time for us to mature and begin to

realise the benefits of scale, efficiency

and sustainable growth. That’s why I

believe in the transformation and see

the potential that's in front of us.

There is no more interesting time

to be in retail. We have an opportunity

where the ground is going to continue

to shift significantly over the next

decade in this industry and I want to

be part of helping shape the future

and ensuring that the Group’s legacy

continues.

I want to be part of this chapter and

the next chapter of what it means to be

The Warehouse Group.

Store performance

Non-trade spend

27Annual Report 2018

This year The Warehouse moved to
Every Day Low Prices (EDLP) and away

from a Hi-Lo pricing model. The new

retail landscape of mobile commerce,

big data and the rise of omnichannel

retailing has meaningfully changed the

environment in which we do business

and requires an overhaul of the way

in which we operate.

EDLP is a stronger and more

future-focused retail pricing strategy

in the digital era, and it allows us to

remain competitive in a continuously

changing environment. We observed

that globally retailers trading under

a Hi-Lo model were failing in the

face of developing online pure play

competition from the likes of Amazon,

eBay and Alibaba. With greater

price and information transparency,

consumers all over the world are

becoming more informed on price and

Our move

to EDLP

range, and know what a genuine

discount looks like.

The Warehouse’s move to EDLP

was, in part, a customer-driven

change intended to resolve questions

over price accuracy, which was

a major customer pain point. The

move has allowed The Warehouse to

be more transparent, have greater

clarity in offer, as well as provide

dynamic and personalised pricing

and promotions. It streamlines our

business to become even more

honest with our customers.

Unlike Hi-Lo, EDLP does not use

frequent promotional activity to

drive sales. This typically results

in a reduction in marketing spend

and store labour because having

fewer promotions translates to less

advertising and less manual

re-handling of goods.

We saw a positive customer

response as we entered our first

Christmas and summer under EDLP.

Most notably, our toy category was

a top performer, breaking all its own

records in sales. More recently, the Big

Toy Month event in stores performed

exceptionally well also, with the average

FROM HI-LO TO EDLP

SALES3.1%

8.5%

4.9%

4.9%

3.2%

UNITS

AVERAGE SELLING PRICE

GROSS PROFIT

STOCK TURN

basket of toys up 6.0% driven by a

higher average selling price.

It can be expensive for retailers to

switch pricing strategies; however, we

are happy with our performance to

date. Based on what we've seen from

retailers offshore, there was a real

risk of experiencing a material sales

decline and the transition negatively

impacting our financial performance.

As we moved into the world of

EDLP we expected a sales decline,

due to a reduction in average selling

price but knowing this would be

offset by an increase in volume sold.

Our plan was to improve margin in

year one with the goal to achieve

significantly better margins over the

next three.

In FY18, sales in The Warehouse

were down 2.5% and gross margin

down 1.0%. While we experienced

some impact from the clearance of

goods related to range curation, we

were successful in mitigating losses

through timing of promotions and

optimising clearance prices.

One thing we were particularly

focused on maintaining was our price

perception during the transition to

The big reset






EDLP case study

A case study on Childrenswear

28The Warehouse Group Limited

EDLP. Based on customer feedback we
believe we are still the strongest in the

market on price perception. Since price

is held constant rather than relying on

promotional activity to drive foot traffic,

a challenge under EDLP is generating

and maintaining high foot traffic. Our

foot traffic continues to be strong in

stores and we observed a 2.2% increase

in transactions.

Aligned to a EDLP pricing strategy

is the need to focus on product range,

design and availability to hit the value-

for-money sweet spot. Moving to direct

sourcing has been part of the success

of EDLP as we change how we source

and what we control. We now supply

over two-thirds of products sold in

The Warehouse through our private-

label programme with many designed

in New Zealand. We have increased our

capability in this area and will continue

to make investment into the way we

design, plan and source.

Volumes handledFull priceClearance

HI-LO

EDLP

6.4m

6.9m


WAREHOUSING

SALES CYCLESALES CYCLEOTHER SAVINGS

UNDER EDLP

Labour savings

(The Warehouse)

Marketing savings

(The Warehouse)

Reduction in

re-pricing for

promotions

Reduction in

promotional

mailers and

advertising

spend

In June 2017 last year we held a

suppliers’ conference to keep our

partners informed, and we met with

suppliers individually to answer

questions regarding our shift to EDLP.

By Christmas, 98.0% of our supplier

network transitioned to our new way

of working.

Another change that EDLP brings

is the impact on trading patterns.

We’re getting used to the new trading

cycle and experienced nominal

variance against our plan compared

with FY17. Overall, our weekly volumes

are higher under EDLP than Hi-Lo.

In total, volumes increased by

7.9%, which was helped through

an increase in average basket size

of 5.7%.

Under EDLP we also improved our

level of productivity. We achieved

store labour savings by reducing

the level of re-pricing needed for

promotions. Approximate labour

92.3%7.7%

1.6

m

5.0m

93.5%


6.5%


savings through greater productivity

under EDLP is $1.6m. Looking forward,

we expect to see further savings

on store labour as we did incur

one-off re-pricing costs as a result

of our transition. We also realised

$5.0m cost savings in marketing

due to a reduction in promotional

mailers. During the post-EDLP range

reduction period, stock was cleared

at higher margins than historically,

and the overall SKU count reduced

by 9.8%. From an operations

perspective, we’ve adjusted well to

the significantly higher volumes going

through our Distribution Centres.

We experienced a 9.0% unit increase

in volumes handled.

This year has been a foundation

year for The Warehouse to make the

changes required to achieve long-term

growth. Our focus for FY19 is to further

refine our operating model and continue

delivering the benefits of EDLP.

Our foot traffic continues to be strong in stores

and we observed a 2.2% increase in transactions.

29Annual Report 2018

Introduction
Integrated reporting

This year we have prepared our

report using the integrated reporting

framework, as a signal of the direction

that we are headed as we transform

the business for the future.

Value for The Warehouse Group is

more than numbers on a spreadsheet.

That’s why we like the idea of integrated

reporting, as it shows that there are

more dimensions to value that are

important to us and our stakeholders.

We have not moved formally into the

integrated reporting world; first we are

embedding the principles of integrated

thinking through the business so that

the reporting step comes as a natural

extension of what we do.

How we create value

The principal business of The

Warehouse Group is retailing. While

most of our business is product related,

there is a rapidly-growing services

component of our offer, primarily around

the technology offerings through our

Warehouse Stationery

and our Noel Leeming businesses.

From a market segment perspective,

our business is principally aimed at

consumers; however, Warehouse

Stationery has a strong presence in

the small-to-medium-sized business

segment, and our Noel Leeming

business has a sizeable commercial

customer portfolio.

In core retail, we add value through

providing customers with access,

choice, quality, value for money and

services to ensure that our brands and

channels are preferred by customers.

The process of adding value starts

with understanding our market. We

pride ourselves on the insights and

knowledge that the brands have

built in understanding our customers

within the local market. We believe this

understanding helps us to create value

in targeting the product and market fit,

and reduces inventory risk inherent in

the business.

The first step where this is realised

is product design, where we influence

the product and market fit by design

considerations which include materials,

aesthetic appeal, durability, cost,

colour, size, form and function. Our

deep understanding of Kiwis and

this market, reinforced through data

analytics and insights, is helping us to

make our products more relevant and

on-trend within our goal of making the

desirable affordable and, importantly,

the affordable desirable.

Next we focus on sourcing the

product. Increasingly we are moving to

a direct sourcing model where possible.

For some of our businesses such as

Noel Leeming that source famous

brands, this step is about building

trust, confidence and strength with

our key suppliers, and ensuring that we

are the preferred channel to represent

their global brands.

For other businesses, we move to

a direct sourcing model whereby we

contract directly with manufacturers

in the country of origin, which involves

ethical sourcing standards, quality

assurance and consolidation of

volumes to drive better pricing. These

relationships are not transactional: they

are partnerships designed to ensure

that customers can be confident in

the goods they are buying from us.

We next add value in how we bring

the product to market, through our

logistics and distribution activities, to

ensure that the product gets to the

right channels in depth and range, on

time and in good condition at lowest

Towards

integrated

reporting

Measuring

what matters

30The Warehouse Group Limited

cost. Managing our environmental
footprint is an important part of our

consideration as we transport product,

handle waste recycling and manage

product return journeys. We are

responsive to changing market demand

by being able to control and flex how

we distribute product from central

storage to customer-facing channels.

The Warehouse Group has a long

history of supporting New Zealand

communities. We are here for good and

giving back to our communities is a

critical element of how we create value.

The quality, location, convenience

and experience of all our channels form

a critical element in adding value also.

We are present in the locations where

our customers are, in key catchment

areas with physical stores that present

an enjoyable and friendly customer

experience. We show our product

expertise and care for our customers

over the long term, not just in that

moment of a single store visit.

Our physical presence, product

expertise and care for our customers

are all critical components of what we

think makes The Warehouse Group

special for our customers. This can be

seen every day, and especially where

customers are making large-value

purchase decisions, we want to

meet them with sound advice and

great service in the decision-making

process and in the after-sales

experience as well.

Outputs

and Outcomes

Our key to integrated reporting

Our value creation

Manufactured capital

Stakeholder capital

Intellectual capital

Environmental capital

Human capital

Financial capital

Inputs

Goods and services

Understanding our market

Sourcing

Data and analytics

Range curation and assortment

Solving customers' problems

Accessibility

Customer experience

Being where the customer is and

when customers want to shop

Frictionless experience

Donations

Trust

Minimising our impact

on the environment

Building eco systems

Our networks

Our relationships

Our expertise

Our environment

Our people

Our financial capital

Convenience

Choice

Quality

Value for money

Design

Partnerships

Ethical sourcing

Logistics and distribution

Corporate citizenship

Community outreach and give-back

Making the desirable affordable

and the affordable desirable

31Annual Report 2018

We add value through providing

convenience, and making customers’

experience enjoyable, hassle-free and

rewarding. This might be through a

digital channel providing the ultimate in

convenience, or through our extended

trading hours so we can be there when

our customers want to shop.

Value

Creation

The Warehouse Group is the largest
general merchandise retailer in New

Zealand and 80% of New Zealanders

shop with a Group brand at least once

a year. One of our key competitive

advantages is our capacity to serve

and reach our customers through our

store footprint and Distribution Centres,

online and via phone support.

Historically, one avenue for growth

has been to expand the store network,

and open new stores. Aside from some

Torpedo7 opportunities as we seek to

build scale for that business, with 251

stores across New Zealand we are at

‘peak footprint’ in terms of retail space

per square metre. We will continue

to reposition and adapt our stores to

match changing population distribution

and customer needs, and our focus has

shifted to repurposing and improving

the utilisation of existing space to

provide better customer experiences

and profit per square metre.

A key strategic challenge for the

Group is to drive growth in ways other

than through store expansion, focusing

our store thinking around customer

experience and channel optimisation.

In future, as we move to full

integrated reporting, we will report

on our focus areas to demonstrate

progress. For example, we will report

on productivity of the footprint through

Gross Margin Return on Footage

(GMROF) and flexibility of portfolio

and lease tenure.

Serving our

customers

In FY19 we expect our distribution

costs per unit to reduce slightly

through process improvement, with

further reductions over the longer term

by targeted technology investments.

Blue into Red: Trialling

Warehouse Stationery stores

within The Warehouse

In FY18 we expanded our trial of

Warehouse Stationery stores within

The Warehouse stores to test the

concept of combining two brands

under one roof, at Glenfield, Fraser

Cove in Tauranga and in Rolleston,

Canterbury.

This integration could provide

greater convenience for customers,

reduce costs, and potentially free

up sites that could be repurposed

for Torpedo7 without adding to the

Group’s overall occupancy costs.

The results are encouraging so far and

we intend to further test the concept

with more sites in FY19, including

specifically testing dedicated business-

to-business points of presence.

Torpedo7 expansion

When we acquired Torpedo7 and the

businesses that now make up the

Torpedo7 Group in 2013 and 2014,

it was solely an online business that

we merged with R&R Sport and No. 1

Fitness stores. Our challenge now is to

turn Torpedo7 into a true omni channel

retailer that helps New Zealanders get

the most out of the outdoors, and that

means increasing scale.

In August 2018 the Group opened

a Torpedo7 store in Palmerston North,

and we have confirmed the roll out of

a further three new Torpedo7 stores

in the next three months. In FY17 we

Manufactured Capital

Our networks

Our networks

32The Warehouse Group Limited

Manufactured Capital
Our networks

33

Annual Report 2018

opened our Auckland flagship Torpedo7
store in Westgate, and a large-format

store in Albany, enhancing our omni

channel capability. We know from our

online business that there is existing

demand in these catchment areas.

Opportunities to occupy Warehouse

Stationery sites that are planned to be

vacated are being assessed as well.

Click and Collect

All 251 of the Group’s stores offer a

Click and Collect service, in addition to

delivery to an individual’s home or work

address. In FY18 we introduced several

self-service Click and Collect lockers,

where customers can access their

goods without requiring assistance.

The Warehouse currently has two

stores with Click and Collect lockers

(Westgate and Albany) and Warehouse

Stationery has Click and Collect

lockers at Wairau Park. Noel Leeming

has a street-facing Click and Collect

locker service in Takapuna, accessible

out of hours when the store is closed.

Feedback from customers has been

positive and we will roll out further

lockers in FY19.

Self-service checkouts

Self-service checkouts give customers

the option to do their own quick,

convenient transaction, particularly

at busy times. In FY18 we introduced

self-service checkouts to ten stores

in The Warehouse, and in Warehouse

Stationery at Wairau Park as a trial.

Customers have told us they still

want the option of a regular checkout

experience, and we will maintain this

option providing that need remains.

The self-service checkouts now

perform an average of around

50% of transactions in the ten

The Warehouse stores where they

have been deployed.

Logistics and fulfilment

Stores and online deliveries are

supported by a national distribution

network. Our Auckland Distribution

Centre is made up of three facilities,

and we also have Distribution Centres

in Christchurch and Hamilton, and an

additional network of seven smaller

hubs supporting Noel Leeming Stores

throughout New Zealand.

The Group is in the process of

rectifying historical under-investment

in logistics and fulfilment, and we

are executing a plan to turn what is

currently a weakness into a strategic

advantage.

We are consolidating and integrating

our distribution assets across the

brands, and engaging strategic

partners to transport our goods more

efficiently and cost-effectively. This is

supported by investment in technology,

to improve processes, customer

experience, efficiency and accuracy,

and to increase capacity.

Technology investments will

change how we manage and flow our

products and increase our throughput

capacity as well. This will also allow

us to achieve a more efficient balance

Manufactured Capital

Our networks

In FY18 we did

a considerable

amount of work

to bring our core

infrastructure

up to standard,

enhancing

security and

interoperability,

and improving

the resilience of

our networks.

34The Warehouse Group Limited

v
between centralised and localised

fulfilment, providing enhanced visibility,

accuracy and productivity. In addition,

new systems provide the foundation

to deploy software that will provide

greater efficiencies in the future.

This is a key project in competing

online against global competition.

Internationally, we selected a new

freight-forwarding partner in Mondiale

in FY18. The global consolidation of

shipping lines has resulted in reduced

capacity and increased competition

and we continue to monitor shipping

costs and fuel prices closely.

We have also realised some

operational cost efficiencies by

appointing Toll New Zealand as our

domestic transport partner throughout

the Group. Toll will provide all store

delivery services across all brands

from FY19.

Modernising our technology

infrastructure

In FY18 we did a considerable

amount of work to bring our

core IT infrastructure up to

standard, enhancing security and

interoperability, and improving the

resilience of our networks. We have

strengthened our core systems

and invested in digital capability

to increase our responsiveness to

customer needs, and improved risk

management, disaster recovery and

real-time reporting.

However, we still have work to

do, particularly in the Noel Leeming

and Torpedo7 businesses, where

merchandise and planning systems

require investment. Our IT service

delivery capability also needs

further work, as we move more fully

into an agile-based plan-build-

operate model.

One of the first steps in

consolidating our technology

infrastructure has been to move our

core mission-critical IT systems off

premises, and onto IBM Cloud in

New Zealand. These systems include

customer-facing apps, e-commerce

sites, point-of-sale systems,

inventory and financial systems.

We have consolidated around

Salesforce as our key customer

relationship management tool, and

started migrating our call centres to

PureCloud, which has helped us to

amalgamate customer service across

brands and provided a single view of

customer contact.

The Group has introduced

technology initiatives to improve

productivity too. In the Finance area,

we have deployed Robotic Process

Automation to automate many

manual tasks. We have used tools that

utilise machine learning to clean our

customer data, removing duplications

and errors to create a master

customer database. Accurate and

reliable customer data enables us to

deliver greater personalisation to our

customers and improves measurement

on the effectiveness of our customer

engagement and marketing.

of New Zealanders shop

with a Group brand at least

once a year

Four new

Torpedo7 stores

confirmed to

open in the next

three months

Customers visit our

stores every week

Ten of

The Warehouse

stores offer self-

service checkouts

for quick, easy

transactions

of New Zealanders live within

30 minutes of one of our stores

80%

90%

2m

All 251 Group

stores offer Click

and Collect

KEY HIGHLIGHTS

35Annual Report 2018

With 251 physical stores, five online
stores, an app for The Warehouse

and millions of customers across

New Zealand, The Warehouse Group’s

capacity to serve customers through

our distribution and logistics systems

and networks is a critical part of our

operations.

During FY18 and FY19 the Group

is investing in a new best-in-class

Warehouse Management System

(WMS) provided by Manhattan

Associates, which will significantly

improve processes in our Distribution

and Fulfilment Centres and transport

Investing in a world-class

Warehouse Management System

We’re changing the game

Case Study

Manufactured Capital

Our networks - Case Study

36

The Warehouse Group Limited

Far left:
The Warehouse

Group Distribution

Centre team members

Solomona Kapeteni

and Siaosi Lui.


Left: Distribution

Centre team member

Semi Tofilau.

operations, and enable efficiencies

that will save around $5.4m (EBITDA)

from FY20.

The new Manhattan Associates'

WMS has been ranked as the leading

Warehouse Management System for

the past ten years by Gartner in their

annual Magic Quadrant for Warehouse

Management Systems, and will replace

the existing system, which is over 30

years old.

The new WMS has three main

benefits for our Distribution Centres

(DCs). Firstly, it allows greater visibility

of all the different departments and

tasks in the DCs. Secondly, the new

WMS allows dynamic allocation

of orders. The third benefit is that the

WMS makes the decisions based on

real-time information and data, using

interleaving to assign tasks to the

closest individual, therefore improving

productivity and efficiency.

The Fulfilment Centre (FC) is

located within our Distribution Centre

complex and is dedicated to fulfilling

online customer orders. We are now

able to introduce a WMS into the FC,

replacing the existing manual-based

system and dramatically improving

efficiency and customer experience.

37Annual Report 2018

Technology is not only important as
a key enabler of our retail business,

it is also critical as a channel to market.

We’ve been operating in New Zealand

for 36 years, and we have deep specialist

knowledge and expertise in the retail

sector. However, there is variability

across the Group in how we do things,

ranging from world-class services in our

Noel Leeming Tech Solutions offering,

to areas that need significant process

improvement, such as our merchandise

planning systems in Torpedo7.

One of our core strategic plans is

to fix the retail fundamentals, taking

best practice and making it consistent

across the organisation.

The Centre of Excellence model

allows us to share expertise across the

Group, leveraging knowledge through

process improvement. The benefits of

this approach include being able to

simplify and standardise our business

processes, reduce the variability of

performance throughout the Group,

and leverage the Group’s scale in

investments and cost management.

There are clear benefits to our

people, including career development

opportunities and improved learning

and development investment.

This new way of working does have

some complexities, and we continue to

manage teething issues as we adjust to

our new operating rhythm.

Intellectual Capital

Our expertise

Improving our digital offering

We have invested significantly in

product management, user experience

and development in FY18 to deliver a

world-class e-commerce experience.

We’ve built a team who have a

common goal: to delight customers

with the beauty of technology, serving

customers anywhere, anytime and

through any device. We’re continually

introducing and testing new digital

innovations to make shopping with us

as convenient as possible.

The Warehouse app, originally

introduced in 2014, is one of the top-

rated shopping apps in New Zealand

with a 4.7-star rating on iTunes (at

time of publication), and revenue

is up 275% on FY17. The app offers

voice technology, product scanning

capability, and we have recently

introduced ‘Snap and Shop’, in

partnership with Google, which allows

customers to take photos on their

smartphone of any item they like and

instantly match them with thousands

of products in our catalogue. Similarly,

we were one of two retailers in New

Zealand to partner with Instagram on

launching Instagram Shopping, giving

our social-media audience the option

to ‘see it, get it’ directly from our posts.

In FY18 we entered into a trial with

PartPay on The Warehouse, Warehouse

Stationery and Torpedo7 websites,

Our expertise

We don’t sit still.

38The Warehouse Group Limited

which allows customers to spread out
the cost of goods purchased online

over six weeks. PartPay has been

popular and now makes up 16% of all

online transactions.

Other innovations have included

introducing ‘chat bots’ to improve

customer service experiences and

outcomes. We still have a long

way to go, and the purchasing and

fulfilment parts of the online customer

experience are not yet up to standard.

This is an area where the

variability of performance across

the Group is evident. In some parts

of the business such as 1-day we’ve

got it right, but in others such as the

Red Sheds, we currently operate a

distributed fulfilment model from

some stores, which is difficult to

The Warehouse app is rated 4.7 stars on iTunes at the

time of publication, and revenue is up 275% on last year.

manage with our current inventory

management practices in store. As a

result, customers can often receive

multiple parcels in the fulfilment of

their orders. This is inefficient, costs us

money and frustrates our customers.

Improving online fulfilment is a key

focus area for the business in the

coming 12 months.

We’re doing marketing

differently

FY18 saw some strategic changes

to our marketing structure and

approach. While we continue to focus

on growing our independent brands,

we consolidated all our marketing,

e-commerce, customer experience and

customer engagement functions into

a centralised Centre of Excellence,

39Annual Report 2018

creating a fully-scaled and integrated
marketing capability.

We moved from seven separate

media planning and buying agency

relationships to a single media

agency of record. Following a robust

selection process, we appointed

OmnicomMediaGroup as our partner

with a focus on innovation, customer

engagement, and best-in-class

measurement and attribution.

In this new configuration, we are

better able to measure the results

of our marketing. For example, our

customers responded well to this

winter’s Big Toy Month, our first

major toy campaign post-Christmas

under EDLP. The campaign applied

our new marketing capability across

in-store and online channels. Sales in

the toy category increased 3.0% and

the average basket increased 6.0%

during the campaign. We ran a fully-

integrated marketing process from

creative, media through to insights

and produced targeted vertical video

content for mobile.

Other highlights included

introducing first-in-New Zealand

digital marketing initiatives, including

launching personalised product

catalogues on Facebook, in-store

visit conversion campaigns with

Google AdWords, and single customer

view models for predictive email

campaigns.

We have also invested in world-

class marketing talent. The Group

has appointed Jonathan Waecker as

Chief Marketing Officer and Michelle

Anderson as Chief Digital Officer,

and brought two high-profile New

Zealanders home to lead in Executive

Creative Director and Head of Group

Insights and Data roles.

Loyalty programmes

The Warehouse Group has a number

of loyalty programmes, products and

redemption partnerships across our

network, including MyNoelLeeming,

BizRewards, the Torpedo7 Over and

Above Club, and The Warehouse

Christmas and Jewellery Clubs.

Noel Leeming and Torpedo7 are also

members of the Fly Buys scheme,

with Noel Leeming one of the largest

redeemers of Fly Buys points in

New Zealand.

Around 50.0% of customers shopped

at two or more Group brands in the last

year, and we are exploring options for

how we can promote and improve the

cross-brand purchasing ratio.

Transformation

Fixing our retail fundamentals is all

about improving how we do things,

getting better at managing our core

business processes, and reducing or

eliminating processes that don’t add

value for our customers. One of the

key benefits of the transformation

programme is the involvement and

engagement of hundreds of people

across the organisation, all with a

continuous improvement mindset,

a shared understanding of what our

goals are, and the permission to effect

change throughout the business to

improve profitability and better meet

our customers’ needs.

‘Our new marketing

structure is working

and customers are

responding well to

our new campaigns

under EDLP.’

NICK GRAYSTON

CEO, The Warehouse Group

Intellectual Capital

Our expertise

40The Warehouse Group Limited

The Noel Leeming Tech Solutions
business continues to go from strength

to strength under the leadership of

Sean Stephens, GM Retail Services.

“Customers have told us they want

the latest products but they don’t

always have the time or knowledge to

get things up and running as efficiently

as they would like – so that’s where we

come in,” says Sean. “We can help with

anything from wall-mounting a TV to

maximising a customer’s Wifi so they

can stream their favourite shows.”

“Our aim is to relieve any

technology pain points – whether

that’s getting something delivered,

installed and set up, or providing

support further down the track.”

Tech Solutions services can be

purchased à la carte or as part of a

package when buying a new product

(MyTechSolution). Our Tech Solutions

brand has service spaces in every

store throughout New Zealand from

Kaitaia to Invercargill, and strong brand

presence in our online channels.

MyTechSolution is an end-to-

end service proposition where

customers have the total support of

Tech Solutions staff for any of their

technology and appliance service

needs including delivery, setup and

installation, learning and product

education, remote technical support,

cover for getting products repaired at

no extra charge and an annual bonus

$20 gift card.

We have 77 dedicated Tech

Solutions specialists nationwide

fulfilling customer needs both in-home

and in-store. Stores without dedicated

Tech Solutions specialists have cross-

functional Tech Solutions staff in order

to support Kiwi customers wanting

Tech Solutions services. At any time,

we have upwards of 150 team members

capable of delivering Tech Solutions

Services throughout the country.

Noel Leeming Tech Solutions

services over 40,000 kiwi homes per

year and this is set to double in FY19.

The overall Services business has

had strong year-on-year growth during

FY18, up 17.0%, with growth coming

from all service lines of business.

This growth was a result of several

initiatives executed during FY18.

One was the nationwide roll-out of

Tech Solutions spaces into all Noel

Leeming stores, improving coverage

and delivering growth of 21.0% in the

in-store portfolio.

We are particularly pleased with the

service plan revenue growth, which is

up 21.0% year-on-year. Around 24.0%

of all service plans were the new

MyTechSolution package, and over

50.0% of customers purchasing the

new MyTechSolution product have

used some feature of the service plan

within the first year.

All of this has been achieved

with a Net Promoter score for Tech

Solutions of 86.0%. This demonstrates

that the high levels of growth have

enhanced customer experience and

not detracted from it.

Passionate

experts unlock

New Zealanders’

tech potential

Intellectual Capital

Noel Leeming - Case Study

growth YOY across

Services business in FY18

service plan growth increase

paid customer interactions

dedicated Tech Solutions

specialists nationwide

the Net Promoter

Score for Tech

Solutions in FY18

17%

21%

55,000

77

86%

NOEL LEEMING TECH

SOLUTIONS SERVICES

AT A GLANCE

Relieving New Zealanders'

technology pain points

41Annual Report 2018

Unlocking
value in direct

sourcing

ensuring our ethical sourcing practices

are met and our products exactly match

our quality and design specifications.

Complemented by improvements

in the reporting and analysis of data,

direct sourcing also means that we

can meet customer demand faster.

We have built the capacity to respond

more quickly to micro or geographical

trends and replenish popular goods.

In FY18 we significantly increased

the number of products sourced

directly and we will continue to increase

this during FY19. The move to direct

sourcing has been remarkably quick

and smooth, and as a result we have

become more efficient and productive,

reducing our expenses as a percentage

of orders by 0.9% year-on-year.

We achieved this change through

increasing our own sourcing capability,

integrating our buying and sourcing

teams, and working cross-functionally

across planning, buying, design and

sourcing, and quality. Almost 100%

of our apparel range is now directly

sourced, and we are currently

replicating the process across our Home

and General Merchandise categories.

We are also moving more of our

private-label brands in Warehouse

Stationery to direct sourcing in FY19.

While we continue to operate

in China, particularly for General

Merchandise production, India and

The Warehouse aims to make the

desirable affordable by providing

stylish and functional products to

New Zealanders, and most of our

product range in The Warehouse

Stores are from our own private label.

We made the decision to increase

our direct sourcing capability in FY17,

improving the cost, quality and speed

to market of our goods. In FY18 we

have accelerated the transition to

a direct sourcing model through our

transformation programme, in line

with our strategy of fixing the retail

fundamentals.

Direct sourcing involves managing

and controlling the design and

production of goods in-house, rather

than relying on agents to facilitate the

process. It allows us to have much closer

relationships with our factory suppliers,

Designed by

New Zealanders,

for New Zealanders:

The Warehouse Group

has invested in design

capability over the past 18

months as part of our move

to a direct sourcing model.

The majority of our private-

label products are designed

by New Zealand designers

at our office in Northcote,

Auckland.

Sourcing better products

at better prices

Intellectual Capital

Direct Sourcing - Case Study

42

The Warehouse Group Limited

Bangladesh are emerging as global
powerhouses in producing apparel

and soft home goods, establishing

‘factories of the future’. In February

2018 we opened a Sourcing Office in

New Delhi, India, employing a team

of 20 who work closely with our

accredited factories in India

and Bangladesh. To date, the India

Sourcing Office continues to exceed

expectations and we are forecasting

accelerated growth again in FY19.

We remain focused on developing

best-practice sourcing processes,

systems and competencies. Our

Computerised Business Exchange

(CBX) implementation is on track and all

orders are now raised using this tool.

To unlock the next level of value in

direct sourcing, in FY19 we will seek

to transition to Wholly Foreign Owned

Enterprise (WFOE) status in China,

so that we can locate related services

such as quality control, production

management, and pick and pack closer

to source.

Direct sourcing involves managing

the design and production of goods

in-house, rather than relying on

agents to facilitate the process.

43Annual Report 2018

The Warehouse Group’s team members
are our heart, and New Zealand is

our focus. We are working harder

on working smarter and making the

connection between our capability

and our customers stronger than

ever before.

Culture

To achieve our goal of delivering long-

term sustainable profitability in an

increasingly competitive context, we

are transforming our culture. Reaching

our full potential means focusing on

both culture and performance.

A key part of that is respecting

our heritage. We’re already a people-

centred, Kiwi-proud and socially-

responsible organisation. We are now

developing a performance culture,

centred on delivering to and exceeding

our customers’ expectations. This

means providing clarity of focus to our

team, and defining what good looks

like to drive elevated performance right

across the organisation, from customer

interactions in store through to our

Store Support Office's activities.

We could be better at aligning

performance objectives with our Group

strategy, supporting individual career

purpose and goals, and aided by

learning and development. This is a key

focus area for our culture change as we

push to become a more performance-

oriented business, while not losing the

heritage values that connect us with

our customers. We want to constantly

improve productivity, continually grow

individual and company capability, and

enable greater visibility and recognition

for high performance. Our people

We’re on for

our customers.

Human Capital

Our people

44The Warehouse Group Limited

The Warehouse
Group employs

12,000 people in

New Zealand.

45Annual Report 2018

One of the complexities of Group
matrix management is taking the strong

values from each brand and making

them relevant and resonant across the

business. The next step in the evolution

of our culture was to engage our

people in over 70 workshops to capture

and define the purpose that unites us.

These workshops helped to create

our new Group vision, purpose and

values, which were launched to our

team in July 2018.

People and capability

Finding people with the right skills is a

key challenge. While we have been able

to attract world-class talent to bring

in new ideas of global best practice at

senior management level, we struggle

to find the required omnichannel retail

experience across many departments,

particularly in buying and sourcing,

and supply and logistics.

This challenge is not unique to us or

the sector, and reflects New Zealand

as a small market and the relatively

recent exponential developments

in retail disruption. It is also a result

of our specific operating model, with

functions such as direct sourcing.

As well as continuing to look for

specialist talent offshore when we can’t

find it in New Zealand, we are focused

on building our bench through learning

and development too. Retraining

and developing our existing people

makes sense, from both a cost and

intellectual property perspective, as

supported by our People strategy.

In stores, we have a very good

level of operational excellence,

and our focus now is to look at

Human Capital

Our people

The Warehouse Group prides itself on

taking a stand on social issues that affect

the health and wellbeing of our team

members and New Zealanders at large.

Diversity Targets

White Ribbon Accreditation by 2017Complete

Inclusion Network in place by 2018On track

All managers to have completed Bias training by 2018Complete

Rainbow Tick Accreditation by 2019On track

Pay Equity across the Group by 2020In progress

Promotion Equity across the Group by 2020In progress

46The Warehouse Group Limited

how we can develop and recruit for
strategic agility and enterprise. This

also requires us to introduce more

flexibility within our frameworks

and decision-making processes.

Workplace relations

The industrial climate in New Zealand

has shifted recently, and rising labour

costs are a challenge for the Group,

which employs 12,000 people, and for

the retail sector at large. The expanding

labour supply has dampened wage

inflation and there is an expectation

that wages will catch up, as people

meet higher costs of living.

The Warehouse has typically paid

above the minimum wage through

the Career Retailer Wage programme,

which rewards team members who have

completed their training and more than

5,000 hours or five years’ service.

We see the overall cost of labour as

a headwind over the next few years,

and while the Group is currently unable

to simply absorb increased wage costs

within current productivity levels, we

will work to unlock further productivity

gains, and drive innovation around our

business processes.

Keeping our people

safe and well

We are committed to providing a safe

environment for our team, customers,

contractors and visitors, and our

appetite for risk is low. We take a

holistic approach to health, safety

and wellbeing, and people are

supported to be their best through

the promotion of healthy environments

and safe behaviours.

While the Group has made

progress on developing a positive

safety culture, FY18 has seen

a renewed rigour and focus on

health, safety and wellbeing.

The Board has established a

new Health, Safety and Wellbeing

Committee to ensure the best-possible

governance exists, and there is a

stronger focus on assurance through

auditing and reporting. The health,

safety and wellbeing function has also

been elevated within the organisation

to General Manager level, reporting

to the Chief People Officer. As part

of this, we are rebuilding our Health

Safety and Wellbeing framework to

create clear standards that hold us

accountable, and we are continuing to

improve the management of risks that

could cause serious injury or harm.

We have re-identified our critical

risk areas, and established critical risk

workstreams with assigned subject-

matter experts and operational leads to

create control methodology. This will

create more consistent practice across

the Group, keeping our team members,

contractors and customers safer.

Like most large employers in New

Zealand, The Warehouse Group self-

insures against health, safety and

wellbeing claims as part of the ACC

Partnership Programme. In FY18 the

Group retained its accreditation.

Wellbeing

The Warehouse Group prides itself on

taking a stand on social issues that

affect the health and wellbeing of our

team members and New Zealanders

at large. One of these is smoking,

which kills 5,000 New Zealanders

a year. The Warehouse has never

sold cigarettes or tobacco products

and we were pleased to adopt a

completely Smokefree environment

on 1 January 2018.

The Warehouse Group

team members at the

Store Support Office in

Northcote, Auckland

47Annual Report 2018

Mental health is a key issue, also
with around one in six New Zelanders

experiencing some form of mental

illness. In October 2017 we introduced

our ‘Suicide: Supporting those at risk’

policy, designed to ensure early support

is available to address significant mental

distress among team members. The

policy aims to minimise access barriers

to primary care, and educates managers

on how to support and respond to team

members who may be experiencing

mental distress.

The Group already offers free

counselling to team members and

their families, and the new policy

provides additional support by way

of a free GP visit, and the opportunity to

take leave to support family members or

colleagues experiencing mental distress.

In 2015 we launched our Domestic

Violence Policy to support team

members experiencing family violence.

We provided training to managers on

how to appropriately support staff,

and made resources and information

available on our intranet. In 2016 we

created a shielded icon on our external

website to allow women to access

help and support services in a way

that is untraceable.

We have focused on reducing the

impact of family violence in New Zealand

through our fundraising initiatives

in FY18, including raising $638,000

through The Warehouse Group Gala

Dinner for the Breakthrough programme.

Breakthrough is a partnership between

The Salvation Army and The Parenting

Place to help fathers with a history of

domestic violence become better dads.

We have shared our knowledge with

over 100 other businesses interested

in developing their own policies, and

readily welcome enquiries. In FY18 we

were acknowledged for our work in this

area by Women’s Refuge, and received

their Workplace Refuge endorsement

for businesses actively providing a

workplace refuge for staff experiencing

family violence. We were also the first

organisation in New Zealand to become

White Ribbon accredited in 2017.

Human Capital

Our people

We believe that diversity creates

a more productive, creative and

dynamic society and improves our

ability to see and connect with the

world around us.

48The Warehouse Group Limited

Connecting with our people
In May 2018 we launched a

new digital platform for internal

communication across the Group.

Using The Warehouse Group TWG

Tahi desktop and mobile apps, our

12,000 team members can now share,

collaborate and receive business

information whenever and wherever

it is needed. This is the first time

the Group has had a tool which is

available to every single one of our

team members at once.

Celebrating diversity

and inclusion

The Warehouse Group has always

believed in doing what is right and

helping Kiwis to reach their full

potential. We believe that diversity

creates a more productive, creative

and dynamic society and improves our

ability to see and connect with the

world around us. It’s the right thing to

do, and it also makes good business

sense to reflect the rich make-up of

our 12,000 team members and the

millions of Kiwis who shop with us

every week.

We’re dedicated to providing an

inclusive work environment to attract

and retain talented people. The

focus areas to progress our diversity

and inclusion agenda continue to

be: gender, ethnicity, age, disability

and our Lesbian, Gay, Bisexual,

Transgender and Intersex (LGBTI+)

community.

In August 2017 we introduced our

Gender Transition Policy to support

team members transitioning gender.

The policy provides an additional

ten days paid leave to any team

member transitioning gender, and was

developed in consultation with the

Rainbow Tick organisation. This policy

is an important statement about our

commitment to inclusivity.

FY18 also saw the Group participate

in the Auckland Pride Parade for the

first time. A total of 128 team members

registered to participate in the Parade,

along with Group CEO Nick Grayston

and members of the Executive Team,

to march in support of diversity, respect

and inclusion.

In FY19 we are looking forward

to receiving the Rainbow Tick,

which demonstrates that we are

an organisation that understands,

values and welcomes sexual and

gender diversity.

Above:

The Warehouse Group

participated in the Auckland

Pride Parade in February 2018.

49Annual Report 2018

40%
60%

Women

For the 2018 calendar year, we have

expanded our Noel Leeming Women

in Leadership pilot programme across

the wider group. Initially designed to

help improve the number of women

in management roles within the Noel

Leeming business, the programme

will see 14 high-potential women from

various roles across the Group graduate

from the programme in September.

Currently we have median gender

pay equity at a group level. However,

there are some areas within our business

where we have a slight difference.

We are working on a consistent

approach to gender pay equity

across the Group, with investment

planned in FY19. Our goal is to be

operating at best practice by FY20.

We are developing our diversity

initiatives across more segments of

our team in FY19. Each member of

the leadership team will undertake

responsibility for one area of diversity

and inclusion as executive sponsor.

In terms of governance, Diversity

is an important focus for our People

and Remuneration Committee. We

updated our Diversity Policy and

objectives in September 2017, and

the Committee has reassessed and

confirmed the policy and progress

against objectives in 2018.

BOARD MEMBERS

EXECUTIVE TEAM

FY17

ALL TEAM MEMBERS FY17

BOARD MEMBERS

EXECUTIVE TEAM

FY18

41%

59%

ALL TEAM MEMBERS FY18

FEMALE

MALE

Human Capital

Our people

FEMALE

MALE

50The Warehouse Group Limited

Learning to speak Te Reo Māori gave
team member Ata Marsh a “sense

of belonging” - and now it’s made

her famous.

The much-loved checkout operator

at The Warehouse store in Newmarket

has been charming customers for

years by chatting with them in Te Reo,

but she managed to reach a whole

new audience when she was featured

on Stuff, One News, and Maori

Television in early 2018.

The inspirational mother-of-four

told reporters that customers are

often “so happy” to hear her speak

Te Reo that some even join in. “Some

people haven’t heard it in a long time

and reminisce with me, tell me how it

takes them back.”

Case Study

Te Reo Māori

Charming

customers with

Te Reo at

The Warehouse

Case Study

For others, she hopes that she will

inspire them to learn the language.

Ata says, “I hope that every single

customer that I’ve spoken Te Reo

Māori to, I’ve planted a seed in

them and maybe they could go to

a wānanga and learn Te Reo Māori

and be as passionate as

I am about my language.”

For Ata, learning to speak Te Reo

Māori is still a work in progress after

she went on an immersive year-long

course. “For me personally, being an

older speaker, I don’t absorb quite as

quickly as our young tamariki do,

but kei te pai. I’m so passionate about

Te Reo Māori nothing can stand in

my way.”

That passion is evident to

everyone who meets her. In fact,

The Warehouse Chief Executive

Pejman Okhovat says he’s been

inundated by phone calls, letters

and emails about Ata since she

joined the team nearly five years ago.

“Customers have reached out and

shared their wonderful experiences

with Ata - her great attitude and what

a positive role model she is for the

community. We’re extremely proud

to have her on the team.”

51Annual Report 2018


We believe that working together

as partners for the benefit of New

Zealand is the key to building

successful relationships. Through

our business operations and

activities, we regularly engage with

stakeholders including our customers,

our employees, our suppliers, our

communities, government and industry

bodies, and our charity partners.

Our communities

Social responsibility is in our DNA as a

company. The Warehouse Group has a

long history of supporting New Zealand

communities, built on the philosophy

of our founder, Sir Stephen Tindall.

Since 1982, we’ve facilitated donations

of more than $63m to charities and

community groups across the country.

In FY18, we raised $5.3m.

As customers increasingly expect

organisations to behave in a socially

responsible and ethical way, we’re

focusing on extending our corporate

citizenship activities. We don’t do this

to seek recognition, but because we

believe it’s a fundamental part of our

purpose, and we are encouraged by

the results we achieve by working

with our community partners.

We value our relationships with

our charity partners and we work

together to design programmes that

will have an impact on New Zealand’s

most pressing issues. In future,

we will align our partnerships and

programmes of work with our key

areas of focus in accordance with

the Sustainable Development

Goals for New Zealand.

Government

We have links to government through

our Board of Directors and Executive

Team, and contribute our point of view

on issues that matter to us, our team

members and our customers. We tend

to work through Retail NZ (formerly The

Retail Association of New Zealand) on

matters of government policy. However,

we are considering how we might use

our voice more on matters of particular

significance to the Group; for example:

our work to reduce family violence in

New Zealand with a range of partners,

and our recent contribution to the

Human Rights Commission’s submission

to the Select Committee considering

the Victim’s Protection Act 2018.

Sector engagement

In 2017 we officially launched The

Warehouse Red Shirts in Community

programme, an innovative public-private

partnership with the Ministry of Social

Development (MSD) to provide work

experience opportunities for young

people aged 16 to 24 not in employment,

education or training. Participants spend

three weeks working in a The Warehouse

store and receive training in retail

customer service, communication skills,

stock management and basic health and

safety. Where possible, participants can

earn NCEA credits towards a National

Certificate in Retail (Level Two).

The scheme was rolled out to 1,154

young New Zealanders after pilot

programmes in Whanganui, Kaitaia and

Wellington saw 70% of the participants

in some form of paid work within three

months of completing the programme.

We are now working closely with MSD

to develop an adapted model that can

be used by other large New Zealand

organisations interested in work

readiness programmes.

Our relationships

Stakeholder Capital

Our Relationships

The whole is

greater than the

sum of its parts.

52The Warehouse Group Limited

In partnership with the Department
of Corrections, our Distribution Centres

have been involved with Corrections’

release-to-work programme for

offenders since 2008. The programme

allows minimum-security prisoners,

who are assessed as suitable, to engage

in paid employment. They are paid

market-related wages. To date, we have

assisted a total of 185 people to gain

work experience through this initiative.

In 2017, we partnered with the

Government’s Low Emissions

Contestable Fund to install 24 electric

vehicle charging stations at The

Warehouse stores around New Zealand.

Noel Leeming has a commercial

relationship with the Government

also, being the only major retailer

participating in an all-of-government

procurement contract to provide IT

hardware to government agencies and

departments. In addition Noel Leeming

has a syndicated contract with the New

Zealand Defence Force to supply goods

and services, and other government

agencies can take part in this contract,

with around 20 participating at present.

The Group has a commercial

partnership with The Manaiakalani

Education Trust, which guarantees

digital equity and access for students

from low-decile schools, retooling

these schools to make education

engaging, empowering and success-

making. As well as supplying

technology and equipment, we also

provide give-back benefits and the

opportunity to pilot digital innovations

for participating schools.

The Warehouse operates ‘Red

Shirts in Schools’, a high-school-based

work experience programme, part of

the Tertiary Education Commission’s

Gateway Programme. Gateway funding

enables secondary schools to give

senior students access to structured

workplace learning, integrated with

school-based learning.

In 2018 the Group hosted 12

students to spend a day with business

leaders as part of the Auckland

University of Technology (AUT) Shadow

a Leader programme, and provided five

scholarships to students completing

the Bachelor of Retail and Business

Management at Massey University.

The Group also hosts AUT and Massey

University co-op students as interns

each year.

Our contribution to

New Zealand’s regions

We employ around 5,000 people

in the regions outside of Auckland,

Wellington and Christchurch, which is

around 40% of our workforce. In more

than 20 New Zealand regional centres,

The Warehouse is the only general

merchandise retailer in town, providing

New Zealanders with everyday

necessities they otherwise would

not have easy access to.

Suppliers and partners

Our suppliers are strategic partners

in delivering quality products

that provide good value for

New Zealanders.

We take an open and honest

approach to communicating with

suppliers. For example, in June 2017

we held a suppliers’ conference to

talk through the change from Hi-Lo

discount-based pricing to EDLP in

The Warehouse, and we’re grateful

to our suppliers for their support

as we continue to bed that change

in. Similarly, we met with Torpedo7

suppliers to update them on our

plans and appreciate their support

and positive feedback as we expand

the Torpedo7 store network across

New Zealand.

In areas such as consumer

electronics, where product innovation

is rapid, our relationships with global

brands such as Sony, Samsung

and Apple enable us to ensure our

customers can access (sometimes

scarce quantities of) the best

products as they become available

internationally.

Our move to a direct sourcing

model for our private labels has meant

we have been able to facilitate much

closer relationships with the factories

that produce our goods for mutual

benefit. For example, with some

suppliers we can book production lines

in advance, which gives us certainty

and pricing advantages.

Closer relationships with factories

and understanding their timelines

and capacity helps us to also ensure

that our ethical sourcing practices are

adhered to. We currently have 99%

visibility of our Tier 1 factories and

their conditions and standards.

53Annual Report 2018

CAUSE BRAND
AMOUNT

RAISED

BENEFIT TO

NEW ZEALAND

STRATEGIC

PRIORITY AREA

Breakthrough

Programme

The Warehouse

Group

$638,000

A programme of mentoring and support

for fathers with a history of violence

Family violence

Building stronger families

OUTLine

The Warehouse

Group

$5,000

Sponsorship

20,000 pamphlets produced to promote

counselling for the LGBTI+ community

Diversity and inclusion

PHAB –

Supporting youth

with disabilities

The Warehouse

Group SSO

Charity Partner

$17,461

Helped upgrade PHAB’s Takapuna facility

by providing much-needed homewares,

games and technology, and donated

several Mac Books to the teenagers of

PHAB

Education

Building stronger communities

Distribution Centre

fundraising –

various charities

The Warehouse

Group – Distribution

Centre fundraising

$13,136

Fundraising supporting Duffy Books, Blind

Foundation, NZ Breast Cancer Foundation,

Cancer Society of NZ, and The Salvation

Army

Local communities

Bob Tindall

Golf Day

The Warehouse

Group

$54,033

Youthline will be able to train an additional

200 volunteers in 2018/19 to respond to

increased need

Mental health

Supporting youth

Payroll Giving

The Warehouse

Group

$114,169

Employees engaged in charitable

giving to support their community

Local communities

Plunket The Warehouse$343,576

1,100 new baby essential packs

distributed to struggling families

Building stronger families

Zoofari The Warehouse$305,961

9,000 kids from low-decile schools

received free educational zoo visits

Environmental education

Youth

Water Safety

New Zealand

The Warehouse

$450,000

Sponsorship

51,557 kids received free

water safety education lessons

Education

Safety

Youthline The Warehouse$314,268

84,470 young people supported to get

the help they need during a crisis, relating

specifically to self-harm, suicide, anxiety

and depression

Mental health

Supporting youth

Variety – the

children’s charity

The Warehouse$332,745

290 financially disadvantaged kiwi kids

supported through Variety’s sponsorship

programme and/or provided essentials

Supporting youth

The Parenting

Place

The Warehouse$301,229

4,144 parents have attended

a Toolbox Parenting course

Building stronger families

Life

Education

The Warehouse$340,698

4,200 children from low-socioeconomic

areas, who would have otherwise missed out,

attended the Life Education programme

Supporting youth education

Women’s

Refuge

The Warehouse$462,914

Over 4,100 children across New Zealand

were supported through the 'Kids in the

Middle' programme, to help rebuild a life

free from violence

Domestic violence

Building stronger families

Women’s Refuge –

Twice the Joy

Christmas Appeal

The Warehouse

$65,500

raised

Over 9,000 Christmas gifts given to

kids throughout New Zealand across 31

Women’s Refuges. (realising over $163,750

product value)

Domestic violence

Building stronger families

Fundraising FY18: Accountability Report

Stakeholder Capital

Accountability report

54

The Warehouse Group Limited

CAUSE BRAND
AMOUNT

RAISED

BENEFIT TO

NEW ZEALAND

STRATEGIC

PRIORITY AREA

Bags for Good –

local community

charities

The Warehouse$349,728

552 local charity groups supported with

proceeds from the sale of checkout bags

and coin box donations

Local communities

Small Product

Donations

The Warehouse$260,640

Funds collected through plastic bags

within each of the 93 The Warehouse

stores used for small product donations

to local community groups

Local communities

BBQ Fundraising The Warehouse$274,964

Store BBQs used to support and assist

local community groups to fundraise

for community activities

Local communities

The Salvation Army –

Aspire programme

Warehouse

Stationery

$66,004

225 at-risk young Kiwis taken through a

year-long youth development programme

Supporting youth education

The Salvation Army –

Back to School

Warehouse

Stationery

$63,875

4,000 children supported with

Back-to-School supplies

Supporting youth education

CanTeen

Warehouse

Stationery

$127,758

43 CanGrow grants awarded, allowing

270 youth cancer patients to receive

one-on-one educational programmes

Supporting youth education

Duffy Books

Warehouse

Stationery

$26,520

1,500 students across 11 schools received

5 books; 7,700 books distributed in total

Supporting youth education

Child Cancer

Foundation

of New Zealand

Warehouse

Stationery

$72,374

Over 150 families of kiwi kids newly

diagnosed with cancer, supported

with a wellbeing pack

Supporting youth education

Health and wellbeing

Scouts

New Zealand

Warehouse

Stationery

$39,511

Over 250 disadvantaged Kiwi kids

received an adventure experience

Supporting youth education

The Key to Life

Charitable Trust

Warehouse

Stationery

$19,439

20,000 students will hear the message

of positive attitudinal change throughout

New Zealand, in part due to the generous

support of Warehouse Stationery

customers

Mental health

Supporting youth

New Zealand Fallen

Heroes Trust

The Warehouse$32,520

Benefiting the families of fallen and injured

soldiers with grants to help with Back-to-

school costs

Building stronger families

New Zealand

Schools

Noel Leeming -

Friends and Family

rebates

$65,800

Funds raised benefiting 413 recipients

across New Zealand

Supporting youth education

Hillary

Outdoors

Torpedo7$20,825

2,500 kids were given the gift of outdoor

adventure through the Get2Go and Hillary

Challenge national events

Supporting youth education

Ronald McDonald

House Charities

1-day$50,000

$20,000 in funds, $30,000 in product

donations to support Ronald McDonald

House

Health and wellbeing

All other

fundraising*

The Warehouse

Group

$26,740

Funds donated to 30 smaller

charity groups.

Local communities

TOTAL $5,255,388

*All other fundraising (funds donated to 30 charities, including: Bluelight, Christchurch Hospital, Red Cross, Skylight, The Hearing House, World Vision).

55Annual Report 2018

v
Left: Sewing operator

Shirin Akter of

apparel manufacturer

Yunusco Group in

Bangladesh.

New Zealanders want to know that

the overseas workers who make their

products are not mistreated. As an

organisation that contracts for the

manufacture of products offshore,

The Warehouse Group has a

responsibility to ensure that workers in

our suppliers’ factories are paid fairly

and have humane working conditions.

All suppliers must abide by our

comprehensive ethical sourcing

programme, which focuses on

protecting the workers who make our

own-brand products. Our programme

contains the three elements of policy,

due diligence, and remediation or

corrective action described in the

United Nations Guiding Principles

on Business and Human Rights.

Local laws and customs, sub-

contracting practices and limited

visibility of the entire value chain

in regard to raw materials mean

that challenges exist. With around

500,000 people associated with the

manufacture of our products each

year, our responsibility is significant.

We have been actively assessing

and monitoring working conditions

Ethical sourcing

in these supply chains since 2004.

More recently this has also included

suppliers associated with the

Warehouse Stationery and Torpedo7

brands and our larger non-trade

procurement programmes.

We’ve made good progress, but we

still have work to do. Our achievements

to date include the fact that we have

visibility of 99% of our private-label

merchandise factories supplying

The Warehouse. Every new factory

wanting to join our supply chain must

be independently assessed to ensure

they meet our standards. Our standards

are stringent – in 2017, we declined 39%

of new factory applications.

Our work does not stop short at

assessments – our own Ethical Sourcing

specialists work actively with factories

to support their ongoing improvement.

In addition to face-to-face consultation,

we distribute a free library of e-Learning

lessons addressing various labour

management challenges factories

may face.

We work with our suppliers to

address unique needs in each

developing country. For example,

Stakeholder Capital

Ethical Sourcing - case Study

Case Study

56The Warehouse Group Limited

v
through our membership of the Alliance

for Worker Safety in Bangladesh,

we have been part of a complete

transformation in health and safety

within members’ garment factories.

In Malaysia, where manufacturers

have a high dependency on foreign

migrants, we have been enrolling

our vendors in a multi-stakeholder

programme facilitated by the

Responsible Business Alliance.

This programme brings together

recruitment agents, factory managers,

and foreign migrants to alleviate

forced labour risks for all participants.

We are introducing further initiatives

in FY19 to progress improvements

in working conditions for the people

within our supply chain. We will sponsor

new workplace health and financial

literacy initiatives for women in India

and Bangladesh through HerProject.

We will also join the international drive

to improve the sustainability of cotton

production by becoming a participant

in the Better Cotton Initiative.

In FY18 we continued our tradition

of public transparency with our most

comprehensive report to date:

The Warehouse Ethical

Sourcing Report, which contains

more information about our

accomplishments and challenges

and a detailed description of how our

programme works. We also launched

'Wear Your Ethics', a consumer-

facing website for The Warehouse.

These resources were reviewed and

informed by dialogue with NGOs and

external consultants.

Environmental

protection

measures

are sound

Wages meet or

exceed legal

entitlements

Working hours

are not excessive

Working

conditions are

safe and hygienic

There is no

unauthorised

subcontracting

or processing

Employment is

freely chosen

There is no

unethical or

illegal conduct

OUR COMMITMENT TO

ETHICAL SOURCING. WE

STRIVE TO ENSURE THAT:

There is no

child labour

57Annual Report 2018

Stakeholder Capital
Breakthrough - Case Study

Changing lives

with Breakthrough

58The Warehouse Group Limited

Family violence is an important issue
in New Zealand, with one in seven

children stating they have been

harmed by a parent, and an act of

family violence being reported every

five-and-a-half minutes. In 2017

The Warehouse Group extended our

work to address family violence in

New Zealand by funding the ground-

breaking Breakthrough programme.

A partnership between

The Salvation Army and The

Parenting Place, Breakthrough is

a comprehensive programme to

support fathers with a history of

violence to build healthy, safe

family relationships.

Thanks to the generosity of

suppliers, partners and team

members, The Warehouse Group

Gala Dinner in 2017 raised $638,000

to support the programme. The

Warehouse Group Gala Dinner raises

money for community partners that

take an innovative approach to a

challenge facing the community.

Jono Bell, National Practice

Manager Social Services at

The Salvation Army, says the

Breakthrough programme addresses

a critical service gap – supporting

dads to change.

“While there are some existing

programmes to help fathers

address their violence, this is the

first comprehensive initiative in

New Zealand designed to strengthen

the relationships between at-risk

dads and their kids.”

Breakthrough involves three

components: ‘Building Awesome

Matua’ – a parenting course for

fathers; an intensive, personalised

male mentoring programme; and a

transformational three-day father-

child adventure experience.

Breakthrough will be delivered

in Kaitaia, Whangarei, West and

South Auckland, Gisborne, Taranaki

and Dunedin.

Jono says that The Warehouse

Group has been a leader in

addressing family violence, supporting

White Ribbon and Women’s Refuge,

and establishing a family violence

policy to support team members.

“Now, establishing Breakthrough

means that the Group is tackling the

issue from several different angles,

and collaborating to provide a

real solution.”

It costs about $1,000 for a

participant to complete the

Breakthrough programme, and

The Warehouse Group Gala Dinner

has raised sufficient funds for 638

families impacted by domestic

violence to benefit.

Above:

Laurie Beamish (Ngāi Tai ki Tāmaki),

David Benattar, The Warehouse Group,

Major Pam Waugh, The Salvation Army,

Greg Fleming, The Parenting Place,

Shari French, The Warehouse Group,

Hannah Chapman, The Parenting

Place, Jono Bell, The Salvation Army,

Camille Astbury, The Salvation Army,

Tim Hamilton, The Salvation Army, at

Umupuia Marae.

59Annual Report 2018

Visiting the zoo is a memorable part of
childhood for many Kiwi kids, but for

some families facing hardship, it can

be something a child may never get

to experience, says Auckland Zoo

director Kevin Buley.

Auckland Zoo is one of the

New Zealand zoos that teams up

with The Warehouse to deliver

‘Zoofari’, a programme providing

free conservation-based educational

experiences to children from low-

decile-schools.

A total of 12,000 children will

benefit from the programme this year,

after The Warehouse raised $305,961

from a successful in-store fundraising

campaign supporting Zoofari.

Kevin says that “we can sometimes

feel overwhelmed and think that, as

individuals, we can’t really make a

positive difference. But we need to

remember there are millions of us,

and every little positive action we

each take counts – there is enormous

power in our collective efforts, and

The Warehouse Zoofari programme

is testament to this.”

“The children who participate in

Zoofari are Aotearoa’s future wildlife

conservationists, vets, zookeepers,

teachers and wildlife documentary

makers – and The Warehouse Zoofari

programme is what may help spark

that passion and begin that journey,”

says Kevin.

“Over the five years Zoofari has

been at Auckland Zoo, we have

seen what a positive experience it

can be for everyone involved. Our

wonderful zoo educators see both

children and adults being inspired

from the moment they arrive and

long after they have left. They learn

about the way we care for our animals

at the Zoo, the way we help wildlife

in the wild and, importantly, what

each of us can do to help make the

world a better place. It is because of

initiatives like The Warehouse Zoofari

that we can all feel more optimistic

about the planet that our children

and grandchildren will inherit.”

The Warehouse Zoofari experience

is certified by the Ministry of

Education and the visit is facilitated

by zoo educators in partnership with

teachers to ensure integration into

the school curriculum.

The magic

of zoo learning


Opposite:

Kids from Finlayson Park

School in Manurewa enjoy

getting up close and personal

with animals at a Zoofari visit

at Auckland Zoo.

Stakeholder Capital

Zoofari - Case Study

60

The Warehouse Group Limited

KEVIN BULEY,
Auckland Zoo director

'The children that participate in Zoofari are

Aotearoa’s future wildlife conservationists,

vets, zookeepers, teachers and wildlife

documentary makers – and The Warehouse

Zoofari programme is what may help spark

that passion and begin that journey'

61Annual Report 2018

Our environment
Environmental Capital

Our environment

62The Warehouse Group Limited

The Warehouse Group is committed to
operating in a sustainable manner and

helping Kiwis to live their lives in the

same way. The current environmental

crises are a pressing global challenge,

and we want to play our part for New

Zealand, and the world.

Addressing our carbon footprint is at

the centre of our decision-making. We

are embedding emission management

into all our business practices, including

calculating emissions’ impacts as part

of business cases, and factoring this

into our negotiation and selection of

suppliers.

Tracking our carbon emissions

The Warehouse has been tracking and

reporting on its carbon emissions since

2009, and the entire Group of brands–

Warehouse Stationery, Noel Leeming

and Torpedo7–from 2015. The Group

has a target of a reduction of 32%

on 2015 emissions by 2030. This

target reflects the 2015 international

agreement to keep global warming

under 2.0%.

Group emissions increased by 3.4%

to 40,852 tonnes of carbon dioxide

equivalent (CO

2

e) in FY18, due to

increases in electricity usage, domestic

shipping (especially fulfilment of online

orders), landfill, fleet fuel usage and

refrigerant leaks from HVAC units.

In FY18, the Group retained our

New Zealand CEMARS

®

(Certified

Treading lightly

63Annual Report 2018

Emissions Measurement and
Reduction Scheme) certification for

our emissions measurement and

reduction programmes. To receive

this certification, our emissions

and emissions reduction plan were

independently reviewed and audited.

The Group is one of 13 New

Zealand-listed companies (out of

over 50 invited to participate) to fully

disclose their carbon performance and

management plans to CDP (formerly the

Carbon Disclosure Project). CDP is an

international not-for-profit organisation

providing a platform for companies to

measure, disclose, manage and share

environmental information with investors

to improve market transparency.

We were ranked second equal of

participating New Zealand companies

by the CDP for our carbon disclosure.

We were also the highest-ranked

company in our category for Australasia.

Energy efficiency

Part of our move to reduce emissions is

a transition to LED lighting in stores. In

Environmental Capital

Our environment

FY18 we increased the number of stores

with LED lighting by four, bringing

the total to 14. We’ve also continued

an LED replacement programme in

our Distribution Centres. We already

promote natural light where possible.

Efficiencies in logistics

In FY19, we will be continuing to

improve international shipping

container utilisation, ensuring capacity

is maximised. Where possible, we are

working with our shipping partners to

transport our products on bigger vessels,

which are more modern and efficient.

We are continuing to investigate

electric delivery vehicles and we are

watching developments in electric

commercial vehicles closely, awaiting

vehicles for with suitable range and size.

We utilise rail for store deliveries

where possible within New Zealand,

as rail is more efficient than road,

particularly over longer distances.

We have also introduced trucks with

mezzanine floors in FY18, to increase

cubic capacity and allow the double

stacking of goods, and are working

with our logistics partners to support

their efforts to drive better emissions

performances in road transport.

Climate Leaders Coalition

In 2017, a group of CEOs, including

The Warehouse Group CEO Nick Grayston,

agreed that there was a clear need for

collective action on climate change. They

drafted the Climate Change Statement

and in July 2018, it was signed by 60 New

Zealand businesses. By signing, the Group

has committed to measuring and reporting

our greenhouse gas emissions and working

with suppliers to reduce emissions, with

the aim of helping to keep global warming

within 20C as specified in the Paris

Agreement. The Coalition also supports

the introduction of a Climate Change

Commission and the establishment

of carbon budgets, enshrined in law.

Together, the 60 businesses represent

almost 50% of New Zealand’s emissions.

More information on the Climate

Leaders Coalition can be found at

www.climateleaderscoalition.org.nz

International shipping

Electricity

Domestic shipping

Employee air travel

Waste

Company-owned vehicles

Refridgerant losses from

air conditioning systems

Employee private mileage claims




Total

14,081

11,920

6,687

2,891

2,150

2,525

438


160




40,852

14,231

11,522

6,087

2,954

2,062

2,271

209


178




39,514

-1%

3%

10%

-2%

4%

11%

110%

-10%




3.4%

ACTIVITY FY18FY17CHANGE IN EMISSIONS

The Warehouse Group: Inventory of carbon emissions

(tonnes of carbon dioxide equivalent) in FY18 vs FY17

64The Warehouse Group Limited

The Warehouse
Invercargill

leads the EV

charge

The Warehouse Invercargill was one

of the first stores in New Zealand to

have an Electric vehicle (EV) charger

installed.

Checkout operator Suzanne Miller

(above) drives a Nissan Leaf EV, and

she’s delighted to have an EV charging

station at the store.

“If I need a quick charge, I can pop

in and top up,” she says. “It’s great to

know that many of the towns I go to

with a The Warehouse Store will have

a charger.”

Ms Miller says she likes that her

electric car is much cheaper to run

than petrol-based one, and easier and

cheaper to maintain with fewer moving

parts and no oil changes or cam belt.

“It’s as fast as petrol cars and the

running costs are cheap,” she says. “And

of course it’s good for the environment.”

Above:

Suzanne Miller charging

her EV outside the

Invercargill store.

Environmental Capital

Our environment - Case Study EV

65

Annual Report 2018

Powering up EVs
In late 2017 we began rolling out

public EV stations at 24 The Warehouse

stores across New Zealand, where

EV owners can plug in and charge

their vehicles while they shop.

We’re proud that we could use the

scale and convenience of our store

network to support the development

of an EV infrastructure in New Zealand.

The chargers have had an enthusiastic

response from customers and team

members, and to date, we have supplied

around 30,000km of travel to EV

owners, saving close to 7,500kg of CO

2

.

The charger network was jointly

funded by The Warehouse Group

and the Government’s Low Emission

Vehicles Contestable Fund.

The Warehouse has EV charging

stations in Bell Block, Blenheim,

Cambridge, Dunedin, Gisborne,

Gore, Hastings, Hawera, Invercargill,

Masterton, Motueka, Napier, Oamaru,

Petone, Rangiora, Rolleston, Royal

Oak, Snells Beach, Taupō, Tauranga,

Te Awamutu, Te Kuiti, and Timaru,

Whangarei. We also have a further two

EV charging stations at our Auckland

Store Support Office in Northcote,

with four more to be installed.

As a group, we are also committed

to having 30% of our road vehicle

fleet electric by the end of 2019.

Moving to reusable bags

In May 2018, The Warehouse Group

announced that we would introduce

compostable bags at checkouts as a

more environmentally-friendly option

and in response to customer feedback.

In August, we confirmed that we would

bypass this transitionary step, and

start becoming plastic bag-free at

checkouts from mid-2019. The move for

The Warehouse, Warehouse Stationery,

Noel Leeming and Torpedo7 stores

aligned with the government’s plans

to impose a ban on single-use plastic

checkout bags.

In 2009, The Warehouse was the

first in New Zealand to introduce a

charge for single-use plastic checkout

bags, giving the net proceeds back

to the local community. Since then,

The Warehouse has reduced the

number of plastic checkout bags

substantially, and donated close

to $4.5m to support grass-roots

community organisations including

kids’ sports teams, food banks, disability

support services and many others.

The Warehouse Group will

continue to support the community

through the sale of reusable bags

at The Warehouse stores.

Waste and recycling

Waste increased 6.1% to 3,531

tonnes in FY18. Driving this increase

were store development works and

changes in what can be readily

recycled, forcing us to landfill more.

We are part of a soft plastics

recycling scheme, where we have

recycling bins at 47 The Warehouse

stores across New Zealand. To July

2018, we have collected over 72

tonnes of material, which translates

into 36 million pieces of plastic.

Since 2009, The Warehouse has reduced the number

of plastic checkout bags substantially and donated

close to $4.5m to support charities and community

groups from the sale of plastic bags.

Environmental Capital

Our environment

We recycle polystyrene in our Noel

Leeming Auckland stores. We have on-

site polystyrene recycling equipment

that compacts polystyrene by 90%; it

is then transported internationally and

made into art frames. Since February,

we have compacted over 7,500 cubic

metres of polystyrene, or enough to fill

three Olympic-sized swimming pools.

Customers can recycle their old

mobile phones at The Warehouse

and their old toner cartridges at

Warehouse Stationery.

Environmentally

sustainable sourcing

We want to give our customers peace

of mind that the products they buy

are sourced in environmentally-

sustainable ways. In FY15 we

introduced a Wood Product Sourcing

policy to ensure that wood products

were not linked to deforestation.

In FY16, we committed to stocking

products containing palm oil from

a certified sustainable source, and

in FY17 we banned micro plastics.

Plastic and packaging

We are currently working on reducing

single-use plastics and plastic in our

packaging, while balancing the need

to protect products from damage

during shipping. Where possible we

use recycled materials or recyclable

materials. FY19 will see the introduction

of a packaging team, tasked with

improving the sustainability and

efficiency of our home-brand

product packaging.

66The Warehouse Group Limited

The Great Community Clean Up is
a partnership between The Warehouse

and Neighbourly to encourage New

Zealanders to keep our country clean

and green by hosting clean-up events

in their neighbourhood, taking place

in April each year. It’s about getting

together with friends, colleagues

and neighbours to foster community

spirit and take responsibility for

our environment.

People who registered were sent a

Clean Up pack, which included gloves,

rubbish bags, sanitiser, welcome

instructions and a $10 The Warehouse

gift card. This year, 60 public teams

registered via Neighbourly.co.nz.

Over a 1,000 The Warehouse team

members from 77 stores across New

Zealand got involved in cleaning

up their local beaches, parks and

roadsides, removing an estimated

100 large bags of rubbish and

recycling from the environment.

In Auckland, The Warehouse

Sylvia Park team were joined by

MP for Maungakiekie Denise Lee

and members of the public for

their clean up of the Mt Wellington

shopping complex.

Over 1,000 The Warehouse team members from 77 stores

across New Zealand got involved in cleaning up their local

beaches, parks and roadsides, removing an estimated 100

large bags of rubbish and recycling from the environment.

#CleanUpNZ

Environmental Capital

Our environment - Case Study Cleanup

67Annual Report 2018

Capital structure
The Warehouse Group’s balance sheet

is in good shape to provide sufficient

capital headroom to weather potential

downturns, and to fund investment in

the Company’s strategies. Our capital

structure remains stable, with a current

objective being to continue to reduce

debt over the next few years. The share

price has been under pressure due to

a lack of confidence in our execution

by the market, and from uncertainty

around the future of the retail sector

in general, in the face of increasing

competition.

Our transformation programme has

been designed specifically to improve

the Group’s ability to execute our

strategies successfully, and focuses

extensively on changing the way we

work as a business, how we make

and execute decisions, and follow

through to realise benefits. Those

new capabilities, combined with a

very granular transformation plan to

build our EBIT back to 7.0% will start

delivering improved financial results

over the next 18 months.

Asset base

The Warehouse Group’s asset base

has historically been centred around

property and inventory based working

capital. Over the past ten years, the

property component has reduced as

the Group has converted property

assets into earnings generating

business investments. Properties have

typically been subject to sale and long

term leaseback to secure favourable

retail locations, with development of

those properties moving from self-

funded to a development partnership

approach. The latest in this trend is

the Lunn Avenue site, which is bare

land, and has been sold during FY18

to G P Investments Limited. This is to

to be developed into a retail complex,

in which The Group has committed

to two new leases for The Warehouse,

Warehouse Stationery, and Noel

Leeming. Typically, capital gains on

those deals have been reinvested into

favourable rental rates.

The property portfolio is valued at

a historical cost of $79.2m, which is

approximately $60.0m less than what

we consider internally to be the fair

value of these properties.

Working capital primarily reflects

the funds tied up in inventory, and

is cyclical based on the seasonal

stock profile of the business. A major

focus of business activity and the

transformation programmes is to

continually improve the way we

manage our working capital, ranging

from inventory management practices

through to supplier trade payment

terms. Levels of working capital have

increased over time with the increased

scale of the Group; however, we expect

this to reduce in the future as the

impact of transformation initiatives

is realised.

Financial capital

Maintaining

financial discipline

to enable growth

68The Warehouse Group Limited

Working capital increased from
$226.5m in the previous year to

$236.6m in FY18 largely due to an

increase in inventory, and the cut-

off issues intrinsic in a balance date

that changes as a consequence of

our 4/5/4-week cycle. Our 12-month

moving average working capital

was $234.3m compared to $232.5m

in FY17.

The Diners Club (NZ) finance book

is classified as held for sale in our

financial statements as that is part of

a discontinued operation and we are

in the process of working with Diners

Club International regarding the

future of this business.

Debt position

Our debt structure is straightforward,

with core debt represented by our

five-year senior bond, supported by

flexible commercial lending facilities

that accommodate our seasonal stock

buying profiles.

Net debt decreased in FY18 from

$218.3m to $162.3m. The reduction in

net debt is primarily due to the sale of

the discontinued Financial Services

businesses which resulted in the

repayment of the Group’s securitised

debt facility.

Our current objective is to reduce

debt levels, noting that we maintain a

comparatively high dividend payout

ratio and are undergoing a material

transformation of the business.

This reflects our forecasts that the

transformation can be accomplished

within the existing capital investment

envelope of the business because

most changes are focused on improving

business processes, supported by

targeted technology investments.

We have identified significant

opportunities to improve working

capital and free up cash flow

from operations.

We run a reasonably conservative

risk management policy, and want

to be as well prepared as possible

to withstand external shock events

or a tightening of the credit cycle.

Our approach to ensuring availability

of credit is through maintaining a

syndicated debt portfolio, and to

continually retain sufficient headroom

within the Group’s current debt

facilities to provide immediately

available cover for unexpected

activities.

The Group’s target gearing is

between 20% and 40%. As at 29 July

2018 the Group's gearing ratio is 25.3%.

The Group’s debt ratios are comfortably

below the covenant levels required by

our debt providers.

The Group issued a 5-year senior

bond on the New Zealand Stock

Exchange (NZSE) in June 2015 with a

coupon rate of 5.3%. As at last quoted

closing price of $1.03 and a market yield

of 3.79%, the fair value of the bond as at

balance date is $129.2m.

Other assets

All of our business investments are fully

consolidated into the balance sheet.

Other assets are primarily intangible

assets, which include computer

software and goodwill arising from

acquisitions.

In FY18 the Group wrote off the

remaining goodwill in the Torpedo7

Group, reflecting that the cash flows

forecast from the business strategy,

which is now focused on achieving

scale through retail store expansion

rather than mainly an online model,

no longer support the carrying value

of the goodwill.

All goodwill amounts are subject to

annual impairment testing, and there is

a satisfactory level of headroom in the

carrying values of other goodwill items.

Capital investment

Our Group's capex increased from

$64.0m in FY17 to $72.0m in FY18. This

was driven by the investment required

to deliver group-wide transformation.

The capital requirements for the

516

2011201120122012201320132014201420152015201620162017201720182018

1018

1520

2022

2524

ORDINARY

DIVIDENDS

DECLARED

(CPS)

DIVIDENDS DECLARED FY11-FY18EARNINGS PER SHARE FY11-FY18

ADJUSTED

EARNINGS

PER SHARE

69Annual Report 2018

vv
transformation will in part be funded

through an uplift in operational

performance. We have prioritised

investment streams that deliver

structural change to our financial

performance and favour projects with

payback horizons of between 12 and

18 months. Our largest calls on capex

over the next few years are directed

towards investments in technology

and store improvements. We currently

estimate capex for FY19 to be between

$80m to $100m. We remain focused

on delivering a pathway to achieve

an EBIT of 7.0% over the course of our

transformation.

Impact of NZ IFRS 16

The new accounting standard relating

to leases, NZ IFRS 16, comes into

effect from FY20, and will require a

lessee to recognise a lease liability

reflecting future lease payments and

a ‘right-of-use asset’ for all material

lease contracts. On adoption, the new

standard will significantly gross-up

the value of assets and liabilities

presented on the Group’s balance

sheet and increase balance sheet

gearing. Based on our initial detailed

workings, we expect the impact when

the Group adopts the new reporting

standard (at the end of July 2019) to

be an $871m increase in lease liabilities.

This is a non-cash adjustment on the

balance sheet and will not affect our

lending covenants.

Another impact of the lease standard

will be the effect on our EBIT. Rental

expenses are effectively reclassified

into an amortisation component, and

an interest component to reflect the

implied financing rate in the lease. This

will result in an increase to EBIT, offset

by a corresponding increase in interest

expense. Our modelling at this time

shows a minor expected net impact on

the pre-tax expenses of around $2.6m.

Equity performance

In March 2017, we came out of the

NZX50 Index when the equity indices

were rebalanced based on the free

float market capitalisation. Institutional

holdings reduced slightly from 4.9% in

October 2016 to 3.3% in May 2017 and

the number of institutional investors

has reduced from 63 to 33. We hope to

rejoin the NZX50 Index as we deliver

the benefits from our transformation

and look to see the value created

translate into capital growth.

Institutional holdings

The majority of our share register

is owned by four investors who

collectively hold 79.0% of the shares

issued. This figure includes 27.0%

held by the Group’s founder, 21.3%

by a charitable foundation and 21.6%

Corporate. We have institutional

holdings at 3.3% and 18.0% of shares

held by retail investors. Our free float

of approximately 21.0% means our

stock experiences low liquidity and this

characteristic currently inhibits the

level of research coverage we attract.

Focus on investor relations

We look forward to being more

proactive in our dialogue with the

investment community. Our focus is

to stimulate commentary and increase

research coverage of our stock so our

stock liquidity improves. In November

2017 we hosted an investor strategy day

where we shared our transformation

plans for the first time. We will look

to have further engagement with the

investor community with a series of

roadshows in FY19 and present an

update on our transformation progress

and strategy.

Financial Capital

70

The Warehouse Group Limited

vv
Appliance Shed asset

and lease purchase

In August 2018 Noel Leeming purchased

the key assets of the Appliance

Shed. This sale has seen three former

Appliance Shed sites in Auckland

transitioned to Noel Leeming Clearance

Centres (Glenfield, Henderson and St

Lukes) and a fourth site becoming a

Torpedo7 store (Manukau).

Dividend policy

Our dividend policy remains unchanged

with a payout ratio between 75% and

85% of adjusted NPAT. In light of our

transformation programme, we will

revisit capital structure as appropriate

and review our dividend policy on

an annual basis to ensure it is aligned

with the long-term capital needs of

the business.

Hedging FX

We continue to hedge according to

our treasury policy and review our

positions as appropriate. The Group’s

biggest exposure is to currency

fluctuations which arise from inventory

supplied from overseas and priced in

US dollars. To ensure gross margins can

be achieved when the product selling

prices are set, the Group purchases

forward currency contracts which

provide certainty of exchange rates.

At balance date the Group held foreign

currency contracts which locked in

the exchange rate of approximately

65% of the Group’s expected overseas

purchases for the next 12 months. The

average US dollar exchange rate on

these contracts was $0.7153, which

compared to a spot rate of $0.6795.

Strategic

Retail

Institutional

79%

18%

3%

Sale of Financial Services

business

In September 2017 we completed the

sale of our Financial Services business–

except for Diners Club (NZ) – to Finance

Now, a subsidiary of SBS Bank. The sale

contributed to a decrease in debt with

securitised borrowings related to the

sold subsidiaries of $45.1m.

SHARE REGISTER (AT TIME

OF PUBLICATION)

71Annual Report 2018

The
Warehouse

Group

Financial

Statements

The Warehouse Group Limited72

Annual Report 201873
The financial statements have been presented in a style which attempts to make them less complex and more relevant to shareholders. The note disclosures

have been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial

risk management’ and ‘other disclosures’. Each section sets out the significant accounting policies in green text boxes applied in producing the relevant notes,

along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives

financial performance of the Group.

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is

Level 4, 4 Graham Street, PO Box 2219, Auckland.

These financial statements have been approved for issue by the Board of Directors on 20 September 2018.

FINANCIAL STATEMENTS PAGE

Consolidated income statement 74

Consolidated statement of comprehensive income 74

Consolidated balance sheet 75

Consolidated statement of cash flows 76

Reconciliation of opening cash flows 76

Consolidated statement of changes in equity 77

NOTES TO AND FORMING PART OF THE

FINANCIAL STATEMENT

BASIS OF PREPARATION

1.1 Reporting entity 78

1.2 Compliance statement 78

1.3 Basis of preparation 78

1.4 Reporting period 78

1.5 Critical accounting judgements,

estimates and assumptions 78

FINANCIAL PERFORMANCE

2.0 Segment information 79

2.1 Operating performance 79

2.2 Capital expenditure, depreciation and amortisation 79

2.3 Balance sheet information 79

3.0 Income and expenses 80

3.1 Other income 80

3.2 Lease and occupancy expense 80

3.3 Employee expense 80

3.4 Other operating expenses 80

3.5 Auditors’ fees 80

4.0 Taxation 81

4.1 Taxation - Income statement 81

4.2 Taxation - Balance sheet current taxation 81

4.3 Taxation - Balance sheet deferred taxation 81

5.0 Adjusted net profit 82

6.0 Earnings per share 82

7.0 Dividends 83

7.1 Dividends paid 83

7.2 Dividends policy reconciliation 83

7.3 Imputation credit account 83

OPERATING ASSETS AND LIABILITIES Page

8.0 Working capital 84

8.1 Inventory 84

8.2 Trade and other receivables 84

8.3 Trade and other payables 84

8.4 Provisions 85

9.0 Non-current assets 85

9.1 Property, plant and equipment 85

9.2 Intangible assets 86

FINANCING AND CAPITAL STRUCTURE

10.0 Borrowings 87

10.1 Net debt 87

10.2 Net interest expense 87

10.3 Bank facilities 87

11.0 Equity 88

11.1 Capital management 88

11.2 Contributed equity 88

11.3 Reserves 89

11.4 Minority interest 89

FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors 90

12.2 Derivative financial instruments 90

12.3 Liquidity risk 91

12.4 Credit risk 91

12.5 Market risk 92

OTHER DISCLOSURES

13.0 Key management 93

14.0 Executive long term incentive plan 93

15.0 Discontinued operations- Financial Services Group 94

15.1 Financial Services Group results and cashflows 94

16.0 Business disposal 94

17.0 Held for sale 95

18.0 Commitments 95

19.0 Contingent liabilities 95

20.0 Related parties 96

21.0 New Accounting Standards which are

relevant to the Group but are not yet effective 96

Financial Statements

For the 52 week period ended 29 July 2018

CONTENTS

Joan Withers

Chairman

Keith Smith

Deputy Chairman

The Warehouse Group Limited74
Consolidated Income Statement

For the 52 week period ended 29 July 2018

The above consolidated income statement and statement of comprehensive income should be read in conjunction with the accompanying notes.

(52 WEEKS) (52 WEEKS)

NOTE

2018 2017

$000$000

Net profit for the period23,120 20,731

Items that may be reclassified subsequently to the income statement

Movement in derivative cash flow hedges35,346 9,484

Movement in de-designated derivative hedges606 606

Tax relating to movement in hedge reserve(10,067)(2,825)

Other comprehensive income25,885 7,265

Total comprehensive income49,005 27,996

Attributable to:

Shareholders of the parent48,763 27,694

Minority interest11.4 242 302

Total comprehensive income49,005 27,996

Attributable to:

Total comprehensive income from continuing operations53,391 78,279

Total comprehensive loss from discontinued operations(4,386)(50,283)

Total comprehensive income49,005 27,996

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent53,149 77,977

Minority interest11.4 242 302

Total comprehensive income53,391 78,279

Consolidated Statement of Comprehensive Income

For the 52 week period ended 29 July 2018

(52 WEEKS) (52 WEEKS)

NOTE2018 2017

$000$000

Continuing operations

Retail sales2.1 2,994,571 2,980,771

Cost of retail goods sold8.1 (2,003,396)(2,008,859)

Gross profit991,175 971,912

Other income3.1 8,118 7,069

Lease and occupancy expense3.2 (159,587)(155,584)

Employee expense3.3 (524,673)(492,546)

Depreciation and amortisation expense2.2 (59,630)(58,376)

Other operating expenses3.4 (163,961)(164,638)

Operating profit from continuing operations2.1 91,442 107,837

Unusual items5.0 (34,135)(605)

Earnings before interest and tax from continuing operations57,307 107,232

Net interest expense10.2 (9,165)(12,527)

Profit before tax from continuing operations48,142 94,705

Income tax expense4.1 (20,636)(23,691)

Net profit for the period from continuing operations27,506 71,014

Discontinued operations

Loss from discontinued operations (net of tax)15.1 (4,386)(50,283)

Net profit for the period23,120 20,731

Attributable to:

Shareholders of the parent22,878 20,429

Minority interests11.4 242 302

23,120 20,731

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations27,264 70,712

Loss from discontinued operations (4,386)(50,283)

22,878 20,429

Earnings per share attributable to shareholders of the parent

Basic earnings per share6.0 6.6 cents 5.9 cents

Diluted earnings per share6.0 6.6 cents 5.9 cents

Earnings per share attributable to shareholders of the parent from continuing operations

Basic earnings per share6.0 7.9 cents 20.5 cents

Diluted earnings per share6.0 7.9 cents 20.4 cents

Annual Report 201875
The above consolidated balance sheet should be read in conjunction with the accompanying notes.

NOTE2018 2017

$000$000

ASSETS

Current assets

Cash and cash equivalents10.1 26,455 47,492

Trade and other receivables8.2 79,758 75,632

Inventories8.1 523,840 487,274

Derivative financial instruments12.2 19,030 -

Taxation receivable4.2 - 4,959

649,083 615,357

Assets held for sale17.07,560 77,142

Total current assets656,643 692,499

Non current assets

Property, plant and equipment9.1 238,592 252,175

Intangible assets9.2 115,331 127,726

Derivative financial instruments12.2 764 541

Deferred taxation4.3 38,418 40,911

Total non current assets393,105 421,353

Total assets2.3 1,049,748 1,113,852

LIABILITIES

Current liabilities

Borrowings10.1 43,840 49,593

Trade and other payables8.3 279,028 267,304

Derivative financial instruments12.2 - 17,299

Taxation payable4.2 6,388 -

Provisions8.4 67,422 49,769

396,678 383,965

Securitised borrowings associated with assets held for sale10.1 - 56,717

Other liabilities directly associated with assets held for sale17.03,886 5,443

Total current liabilities400,564 446,125

Non current liabilities

Borrowings10.1 144,954 159,453

Derivative financial instruments12.2 3,394 2,507

Provisions8.4 20,552 19,378

Total non current liabilities168,900 181,338

Total liabilities2.3 569,464 627,463

Net assets480,284 486,389

EQUITY

Contributed equity11.2 359,457 358,046

Reserves11.3 11,472 (13,036)

Retained earnings108,476 140,512

Total equity attributable to shareholders479,405485,522

Minority interest11.4 879 867

Total equity480,284486,389

Consolidated Balance Sheet

As at 29 July 2018

The Warehouse Group Limited76
Consolidated Statement of Cash Flows

For the 52 week period ended 29 July 2018

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

(52 WEEKS) (52 WEEKS)

NOTE2018 2017

$000$000

Net profit23,120 20,731

Non-cash items

Depreciation and amortisation expense2.2 59,630 60,191

Intangible asset impairment9.2 25,622 40,061

Share based payment expense3.3 353 1,283

Interest capitalisation467 524

Suppliers contributions(2,694)-

Movement in deferred tax4.3 (5,826)(555)

Movement in de-designated derivative hedges436 436

Total non-cash items77,988 101,940

Items classified as investing or financing activities

Loss/(Gain) on sale of property, plant and equipment397 (9,979)

Loss on business disposal and related costs1,421 946

Supplementary dividend tax credit4.2 327 378

Total investing and financing adjustments2,145 (8,655)

Changes in assets and liabilities

Trade and other receivables(3,715)4,248

Finance business receivables3,305 6,210

Inventories(36,566)9,895

Trade and other payables11,522 7,557

Provisions18,768 (6,811)

Income tax11,347 (7,027)

Total changes in assets and liabilities4,661 14,072

Net cash flows from operating activities107,914 128,088

(52 WEEKS) (52 WEEKS)

NOTE2018 2017

$000$000

Cash flows from operating activities

Cash received from customers3,003,199 2,995,015

Payments to suppliers and employees(2,875,770)(2,840,604)

Income tax paid(14,082)(27,454)

Interest paid(9,307)(16,008)

104,040 110,949

Loans repaid by finance business customers50,469 171,188

New loans to finance business customers(46,595)(154,049)

Net cash flows from operating activities107,914 128,088

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and computer software12,227 79,714

Proceeds from business disposal16.017,291 -

Minority interest capital contribution- 750

Purchase of property, plant and equipment and computer software(70,229)(70,575)

Contingent and deferred acquisition consideration- (1,000)

Other items- (327)

Net cash flows from investing activities(40,711)8,562

Cash flows from financing activities

Repayment of bank borrowings(20,444)(79,821)

Repayment of securitised borrowings(11,555)(3,408)

Repayment of finance leases(456)(1,196)

Purchase of treasury stock11.2- (2,148)

Treasury stock dividends received 267 290

Dividends paid to parent shareholders(55,822)(52,404)

Dividends paid to minority shareholders(230)(352)

Net cash flows from financing activities(88,240)(139,039)

Net cash flow(21,037)(2,389)

Opening cash position47,492 49,881

Closing cash position10.126,455 47,492

Reconciliation of Operating Cash Flows

For the 52 week period ended 29 July 2018

Annual Report 201877
Consolidated Statement of Changes in Equity

For the 52 week period ended 29 July 2018

NOTE

SHARE

CAPITAL

TREASURY

SHARES

HEDGE

RESERVES

FOREIGN

CURRENCY

TRANSLATION

RESERVE

EMPLOYEE

SHARE

BENEFITS

RESERVE

RETAINED

EARNINGS

MINORITY

INTEREST

TOTAL

EQUITY

$000$000$000$000$000$000$000$000

For the 52 week period ended 29 July 2018

Balance at the beginning of the period365,517 (7,471)(15,174)- 2,138 140,512 867 486,389

-

Net profit for the period- - - - - 22,878 242 23,120

Movement in foreign currency translation reserve- - - (5)- - - (5)

Movement in derivative cash flow hedges- - 35,346 - - - - 35,346

Movement in de-designated derivative hedges- - 606 - - - - 606

Tax relating to movement in hedge reserve4.2, 4.3- - (10,067)- - - - (10,067)

Total comprehensive income- - 25,885 (5)- 22,878 242 49,000

Contributions by and distributions to owners

Share rights charged to the income statement- - - - 353 - - 353

Share rights vested- 1,411 - - (1,725)314 - -

Dividends paid7.1, 11.4- - - - - (55,495)(230)(55,725)

Treasury stock dividends received- - - - - 267 - 267

Balance at the end of the period365,517 (6,060)10,711 (5)766 108,476 879 480,284

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)

For the 52 week period ended 30 July 2017

Balance at the beginning of the period365,517 (7,832)(22,439)- 3,623 171,560 167 510,596

Profit for the period- - - - - 20,429 302 20,731

Movement in derivative cash flow hedges- - 9,484 - - - - 9,484

Movement in de-designated derivative hedges- - 606 - - - - 606

Tax relating to movement in hedge reserve4.2, 4.3- - (2,825)- - - - (2,825)

Total comprehensive income- - 7,265 - - 20,429 302 27,996

Contributions by and distributions to owners

Share rights charged to the income statement- - - - 1,283 - - 1,283

Minority interest capital contribution- - - - - - 750 750

Share rights vested- 2,509 - - (2,768)259 - -

Dividends paid7.1, 11.4- - - - - (52,026)(352)(52,378)

Treasury stock dividends received- - - - - 290 - 290

Purchase of treasury stock- (2,148)- - - - - (2,148)

Balance at the end of the period365,517 (7,471)(15,174)- 2,138 140,512 867 486,389

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

The Warehouse Group Limited78
1.0 BASIS OF PREPARATION

1.1 Reporting entity

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail and financial services sectors. The

Company is a limited liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC

Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219,

Auckland. The Company is listed on the New Zealand Stock Exchange (NZX).

1.2 Compliance statement

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and

authoritative notes as appropriate for profit oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).

1.3 Basis of preparation

The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and

liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise

stated. Certain comparative amounts have been reclassified to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting

choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide any

accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.

The Group sold the most of its Financial Services business in September 2017 and is actively seeking a buyer for the remaining part of this business segment.

The results for the Financial Services Group have been classified as a discontinued operation and are presented as a single amount in the income statement

and form part of ‘assets held for sale’ and ‘liabilities associated with assets held for sale’ on the balance sheet.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are

listed below.

Notes to and forming part of the Financial Statements

For the 52 week period ended 29 July 2018

PERCENTAGE OWNERSHIP

NAME OF ENTITYPRINCIPAL ACTIVITYCHANGENOTE2018 2017

The Warehouse LimitedRetail100 100

Warehouse Stationery LimitedRetail100 100

Noel Leeming Group LimitedRetail100 100

Torpedo7 LimitedRetail100 100

Torpedo7 Fitness LimitedRetailAmalgamated with Torpedo7 LimitedN/A 100

Torpedo7 Supplements LimitedRetailAmalgamated with Torpedo7 LimitedN/A 100

Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations15 100 100

TW Financial Services Operations LimitedFinancial ServicesSold September 201716 - 100

The Warehouse Financial Services LimitedFinancial ServicesSold September 201716- 100

TW Money LimitedFinancial ServicesSold September 201716- 100

Eldamos Investments LimitedProperty100 100

The Warehouse Nominees LimitedInvestment100 100

TWP No.3 LimitedWholesale100 100

1.4 Reporting period

These financial statements are for the 52 week period 31 July 2017 to 29 July 2018. The comparative period is for the 52 week period 1 August 2016 to 30 July

2017. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period, a 53 week year occurring

once every 5 to 6 years.

1.5 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets

and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the

financial statements are found in the following notes:

(a) Inventory (note 8.1)

(b) Intangible assets (note 9.2)

(c) Derivative financial instruments (note 12.2)

Annual Report 201879
2.0 SEGMENT INFORMATION

Operating segments

The Group has four operating segments trading in the New Zealand retail sector and a start-up venture to expand the Group’s digital offering. These

segments form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist with

strategy decisions.

Each of the four main retail segments represent a distinct retail chain, synonymous with its segment name. Customers can purchase product from the retail

chains either online or through the Group’s physical retail store network The Group’s store network currently has 93 (2017: 92) The Warehouse stores,

70 (2017: 69) Warehouse Stationery stores, 74 (2017: 77) Noel Leeming stores and 14 (2017: 12) Torpedo7 stores. The Warehouse predominantly sells general

merchandise and apparel, Noel Leeming sells technology and appliance products, Torpedo7 sells sporting equipment and, as the name indicates, Warehouse

Stationery sells stationery.

Group support office functions, such as Information Systems, Finance, Brand Executives and People Support, are operated using a shared services model

which allocates the costs of these support office functions to individual brands calculated on an arm’s length basis. The remaining support office functions,

which relate to corporate and governance functions, a property company and the Group’s interest in a chocolate factory, are not allocated and form the main

components of the “Other Group operations” segment.

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 29 July 2018

2.1 Operating performance

REVENUEOPERATING PROFIT

RETAIL OPERATING

MARGIN

NOTE2018 20172018201720182017

$000$000$000$000

The Warehouse1,716,596 1,761,399 71,440 84,531 4.2 % 4.8 %

Warehouse Stationery 263,766 278,181 10,590 15,743 4.0 % 5.7 %

Noel Leeming 880,453 810,705 31,163 19,264 3.5 % 2.4 %

Torpedo7163,402 157,726 (1,447)2,675 -0.9 % 1.7 %

Digital Retail venture- - (1,133)-

Other Group operations9,655 8,603 (19,171)(14,376)

Inter-segment eliminations(39,301)(35,843)- -

Retail Group2,994,571 2,980,771 91,442 107,837 3.1 % 3.6 %

Unusual items5.0 (34,135)(605)

Earnings before interest and tax from continuing operations57,307 107,232

Net interest expense10.2 (9,165)(12,527)

Profit before tax from continuing operations48,142 94,705

2.2 Capital expenditure, depreciation and amortisation

CAPITAL EXPENDITURE

DEPRECIATION AND

AMORTISATION

NOTE2018 2017 2018 2017

$000$000$000$000

The Warehouse41,353 36,374 40,979 40,819

Warehouse Stationery 1,536 3,861 5,498 6,722

Noel Leeming 11,294 10,382 10,634 8,421

Torpedo72,871 581 1,051 1,059

Digital Retail venture4,363 - - -

Other Group operations10,238 10,253 1,468 1,355

Continuing Retail Group71,655 61,451 59,630 58,376

Discontinued operations335 2,513 - 1,815

Total Group71,990 63,964 59,630 60,191

Comprising

Property, plant and equipment9.1 51,185 51,833 52,368 52,626

Computer software9.2 20,805 12,131 7,262 7,565

Total Group71,990 63,964 59,630 60,191

2.3 Balance sheet information

TOTAL ASSETSTOTAL LIABILITIES

NOTE2018 2017 2018 2017

$000$000$000$000

The Warehouse487,028 461,772 217,398 182,389

Warehouse Stationery 66,323 72,176 13,196 32,746

Noel Leeming 176,967 160,287 122,134 108,008

Torpedo753,823 51,742 11,222 11,269

Digital Retail venture4,390 - 332 -

Other Group operations88,011 90,229 2,720 2,039

Continuing Retail Group876,542 836,206 367,002 336,451

Discontinued operations7,560 77,142 3,886 5,443

Operating assets / liabilities884,102 913,348 370,888 341,894

Unallocated assets / liabilities

Cash and borrowings10.1 26,455 47,492 188,794 265,763

Derivative financial instruments12.2 19,794 541 3,394 19,806

Intangible goodwill and brands9.2 80,979 106,601 - -

Taxation assets / liabilities4.2, 4.3 38,418 45,870 6,388 -

Total Group1,049,748 1,113,852 569,464 627,463

The Warehouse Group Limited80
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 29 July 2018

3.0 INCOME AND EXPENSES

Retail sales

Retail sales are recognised at the point of sale when the customer receives the goods or delivery takes place. Retail revenue from the sale of goods is

recognised at the fair value of the consideration received or receivable, net of returns, discounts and excluding GST.

Lease expense

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made

under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of

the lease.

Employee expense

The employee expense includes wages and salaries, performance based compensation and share based compensation paid or accruing to team

members. Details of how these entitlements are calculated are found in notes 8.4 and 14.0.

3.1 Other income

2018 2017

$000$000

Tenancy rents received4,002 3,957

Other4,116 3,112

Other income8,118 7,069

3.2 Lease and occupancy expense

2018 2017

$000$000

Operating lease costs125,295 123,075

Other occupancy costs34,292 32,509

Lease and occupancy expense159,587 155,584

3.3 Employee expense

2018 2017

$000$000

Wages and salaries490,610 475,692

Directors' fees700 798

Performance based compensation33,010 14,773

Equity settled share based payments expense353 1,283

Employee expense524,673 492,546

3.4 Other operating expenses

2018 2017

$000$000

Other operating expenses include:

Provision for bad and doubtful debts1,174 1,293

Loss on disposal of plant and equipment366 716

Donations663 634

Net foreign currency exchange (gain)/loss(92)105

3.5 Auditors’ fees

2018 2017

$000$000

Auditing the Group financial statements660 579

Reviewing the half year financial statements90 90

Other services5343

Total fees paid to PricewaterhouseCoopers803712

Audit Fees - Corporate Governance

Fees paid to PricewaterhouseCoopers for other services largely related to treasury policy advice. In accordance with the Group’s policies regarding

audit governance and independence this work was approved by the Group’s Audit and Risk Committee. The Group’s policy permits the audit firm to

provide non-audit services that are considered to be not in conflict with the preservation of the independence of the auditor subject to Audit and Risk

Committee approval.

Annual Report 201881
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 29 July 2018

4.0 TAXATION

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.

The following table details the movement in income tax receivable/(payable) during the current and prior year.

The following table details the major deferred income tax liabilities and assets recognised by the Group and the movements during the current and prior year.

Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in

deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the

financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or

liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative

amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be

available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the

carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the

temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.

Goods and services tax (“GST”)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance

sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

4.1 Taxation - Income statement

NOTE2018 2017

$000$000

Profit before tax from continuing operations48,142 94,705

Loss before tax from discontinued operations15.1 (5,262)(53,894)

Profit before tax42,880 40,811

Taxation calculated at 28%12,006 11,427

Adjusted for the tax effect of:

Intangible asset impairment7,174 11,217

Share based payments(296)(343)

Non deductible expenditure1,563 1,336

Depreciation adjustments on building disposals and prior year business acquisitions5.0 - (2,963)

Income tax over provided in prior year(687)(594)

Income tax expense19,760 20,080

Adjust for income tax expense attributable to losses from discontinued operations15.1 876 3,611

Income tax expense attributable to continuing operations20,636 23,691

Income tax expense comprises:

Current year income tax payable4.2 25,586 20,635

Deferred taxation4.3 (5,826)(555)

Income tax expense19,760 20,080

4.2 Taxation - Balance sheet current taxation

NOTE2018 2017

$000$000

Opening balance4,959 (2,068)

Current year income tax payable4.1(25,586)(20,635)

Net taxation paid14,082 27,454

Transfer from cash flow hedge reserve(170)(170)

Supplementary dividend tax credit327 378

Closing balance(6,388)4,959

4.3 Taxation -

Balance sheet deferred taxation

NOTE

BRAND

NAMESINVENTORY

PROPERTY, PLANT

SOFTWARE &

EQUIPMENT

EMPLOYEE

PROVISIONSDERIVATIVESOTHERTOTAL

For the 52 week period ended 29 July 2018

$000$000$000$000$000$000$000

Opening balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911

Charged/(credited) to the income statement4.1- 2,857 2,431 953 - (415)5,826

Net charged to other comprehensive income- - - - (9,897)- (9,897)

Disposal of subsidiary- - 2,283 (122)- (583)1,578

Closing balance(6,586)15,387 12,815 13,933 (4,391)7,260 38,418

For the 52 week period ended 30 July 2017

Opening balance(6,586)12,604 9,001 12,844 8,161 6,987 43,011

Charged/(credited) to the income statement4.1- (74)(900)258 - 1,271 555

Net charged to other comprehensive income- - - - (2,655)- (2,655)

Closing balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911

The Warehouse Group Limited82
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 29 July 2018

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

NOTE2018 2017

$000$000

Adjusted net profit59,015 68,185

Add back: Unusual items

Gain on property disposals218 11,455

Goodwill impairment (Torpedo7)


9.2 (25,622)-

Restructuring costs(8,731)(12,060)

Unusual items before taxation(34,135)(605)

Income tax relating to unusual items2,384 169

Income tax expense related to depreciation adjustments on building disposals and prior

year business acquisitions

4.1 - 2,963

Unusual items after taxation(31,751)2,527

Net profit from continuing operations attributable to shareholders of the parent27,264 70,712

Earnings per share calculation

NOTE2018 2017

Net profit attributable to shareholders of the parent ($000s)22,878 20,429

Net profit from continuing operations attributable to shareholders of the parent ($000s)27,264 70,712

Adjusted net profit ($000s)5.059,015 68,185

Basic

Weighted average number of ordinary shares (net of treasury stock) on issue (000s)344,916 344,802

Basic earnings per share (cents)6.6 5.9

Basic earnings per share from continuing operations (cents)7.9 20.5

Adjusted basic earnings per share (cents)17.1 19.8

Diluted

Weighted average number of ordinary shares (net of treasury stock) on issue

adjusted for unvested share rights (000s)

345,332 346,355

Diluted earnings per share (cents)6.6 5.9

Diluted earnings per share from continuing operations (cents)7.9 20.4

Adjusted diluted earnings per share (cents)17.1 19.7

Unusual Items

(a) Property disposals during the year relate to the sale of surplus land for a net consideration of $12.036 million which realised a pre-tax profit of $0.218

million. In the prior year property disposals related to the sale of 3 store properties and surplus land sold which sold for a combined consideration of

$79.304 million and realised a pre-tax profit of $11.455 million.

(b) The Group has fully impaired the Goodwill of Torpedo7 ($25.622 million) following its annual impairment review (refer note 9.2).

(c) In January 2017 the Group commenced a restructuring programme to change its business operating model. The changes are designed to drive an

improvement in financial performance, reduce costs and generate greater customer relevance. The changes focused primarily on simplification to reduce

complexities, drive efficiencies and increase business agility. This involved strengthening and consolidating the various Group support service functions

to drive synergy benefits, deliver efficiencies and reduce complexity. It also involved combining The Warehouse and Warehouse Stationery

and similarly combining the Noel Leeming and Torpedo7 Groups by integrating their operating structures and executive leadership teams.

The first stage of this process has concluded and a second phase has started. This second phase is more granular than the initial programme and

involves the Group partnering with a management consultancy firm to assist with the transformation process and strategy implementation.

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance

and considers it provides a better understanding of underlying business performance and the Group also uses it as the basis for determining dividend

payments. Adjusted net profit makes allowance for the after tax effect of unusual items which are not directly connected with the Group’s normal trading

activities. The Group defines unusual items as any profits from the disposal of properties or investments, goodwill impairment, restructuring costs, direct

costs and adjustments relating to business acquisitions or disposals and costs connected with restructuring the Group.

Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury stock) outstanding during the year.

Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. The Group has two types of

dilutive potential ordinary shares (performance share rights and award share rights - refer note 14.0). Diluted EPS is calculated by adjusting the weighted

average number of ordinary shares outstanding to assume conversion of the share rights.

Adjusted basic EPS and adjusted diluted EPS are similarly calculated using adjusted net profit as the numerator.

Annual Report 201883
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 29 July 2018

7.0 DIVIDENDS

7.1 Dividends paid

2018 2017 2018 2017

$000$000CENTS PER SHARECENTS PER SHARE

Prior year final dividend20,811 17,342 6.0 5.0

Interim dividend34,684 34,684 10.0 10.0

Total dividends paid55,495 52,026 16.0 15.0

7.2 Dividends policy reconciliation

NOTE2018 2017 2018 2017

$000$000CENTS PER SHARECENTS PER SHARE

Interim dividend34,684 34,684 10.0 10.0

Final dividend (declared after balance date)20,811 20,811 6.06.0

Total dividends paid and declared in respect of the current

and prior financial years

55,49555,495 16.016.0

Group adjusted net profit5.0 59,015 68,185

Pay-out ratio (%) 94.0 % 81.4 %

7.3 Imputation credit account

2018 2017

$000$000

Imputation credits at balance date available for future distribution117,178 120,296

Dividend policy

The Board declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend). The Group’s dividend policy is to

pay a dividend to shareholders of between 75% and 85% of the Group’s adjusted net profit.

All dividends paid were fully imputed.

On 20 September 2018 the Board declared a final fully imputed ordinary dividend of 6.0 cents per share to be paid on 6 December 2018 to all shareholders

on the Group’s share register at the close of business on 23 November 2018.

The above amounts represent the balance of the Group’s imputation credit account at balance date adjusted for imputation credits that will arise from the

payment of the amount of the provision for income taxation. Imputation is a mechanism that a company uses to pass on credits for tax it has paid on its

profits, to its shareholders when it pays dividends. These imputation credits offset the amount of taxation that the New Zealand resident shareholders would

otherwise be liable to pay on those dividends, so they do not have to pay 'double tax'.

The Warehouse Group Limited84
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 29 July 2018

8.0 WORKING CAPITAL

8.1 Inventory

2018 2017

$000$000

Finished goods494,028 457,455

Inventory adjustments(28,981)(22,547)

Retail stock465,047 434,908

Goods in transit from overseas58,793 52,366

Inventory523,840 487,274

8.2 Trade and other receivables

2018 2017

$000$000

Trade receivables45,677 45,207

Prepayments14,110 13,997

Rebate accruals and other debtors19,971 16,428

Trade and other receivables79,758 75,632

8.3 Trade and other payables

2018 2017

$000$000

Trade creditors and accruals211,171 204,784

Goods in transit creditors24,545 21,187

Capital expenditure creditors1,864 2,802

Goods and services tax13,457 10,768

Reward schemes, lay-bys, Christmas Club deposits and gift vouchers16,004 15,820

Interest accruals968 1,089

Payroll accruals11,019 10,854

Trade and other payables279,028 267,304

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure

incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the

ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an expense

and included in retail cost of goods sold in the income statement.

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from

suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are initially

recognised at the value of the invoice sent to the customer and subsequently at the amount considered recoverable. Collectability of trade and other

receivables is reviewed on an ongoing basis and debts that are known to be uncollectible are either impaired or written off when they are identified.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are

normally unsecured and are usually settled within 60 days of recognition. Due to the short term nature of these payables, their carrying value is assumed

to approximate their fair value.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making judgements and estimates in relation to future selling

prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting,

employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product

information from buyers as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents

(which usually include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.

Annual Report 201885
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 29 July 2018

9.0 NON CURRENT ASSETS

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is

probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of

the reporting date are recognised in provisions in respect of employees’ services up to the reporting date and are measured at the amounts expected to

be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid

or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an

employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments

to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on

New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present

value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred

which mitigate the final liability prior to the lease expiry.

Sales return provision

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision

represents the estimated sales return obligation at balance date based on historical sale return rates.

Onerous lease

A provision for an onerous lease is recognised when the Group retains a lease obligation after vacating a property before the expiry of the lease term.

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in

bringing the assets to the location and condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life.

The estimated useful life of property, plant and equipment are as follows:

• Freehold land indefinite • Freehold buildings 50 - 100 years

• Plant and equipment 3 - 12 years • Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down

immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is

impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of

an asset may be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income

statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

8.4 Provisions

CURRENTNON-CURRENTTOTAL

2018 20172018 20172018 2017

$000$000$000$000$000$000

Employee entitlements62,427 43,720 13,636 11,973 76,063 55,693

Make good provision1,017 1,123 6,916 6,889 7,933 8,012

Sales return provision3,724 3,708 - - 3,724 3,708

Onerous lease254 1,218 - 516 254 1,734

Total provisions67,422 49,769 20,552 19,378 87,974 69,147

9.1 Property, plant and equipment

LAND AND BUILDINGSPLANT AND EQUIPMENTWORK IN PROGRESSTOTAL

NOTE2018 20172018 20172018 20172018 2017

$000$000$000$000$000$000$000$000

Cost87,833 145,647 603,888 570,260 20,019 23,606 711,740 739,513

Accumulated depreciation(10,650)(10,318)(447,871)(405,875)- - (458,521)(416,193)

Opening carrying amount77,183 135,329 156,017 164,385 20,019 23,606 253,219 323,320

Additions2.215,003 10,803 39,563 44,617 (3,381)(3,587)51,185 51,833

Disposals(11,818)(67,820)(1,614)(1,488)- - (13,432)(69,308)

Depreciation2.2(1,190)(1,129)(51,178)(51,497)- - (52,368)(52,626)

Closing carrying amount79,178 77,183 142,788 156,017 16,638 20,019 238,604 253,219

Cost91,018 87,833 638,828 603,888 16,638 20,019 746,484 711,740

Accumulated depreciation(11,840)(10,650)(496,040)(447,871)- - (507,880)(458,521)

Closing carrying amount79,178 77,183 142,788 156,017 16,638 20,019 238,604 253,219

Less: Assets held for sale17.0- - (12)(1,044)- - (12)(1,044)

Property, plant and equipment79,178 77,183 142,776 154,973 16,638 20,019 238,592 252,175

The Warehouse Group Limited86
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 29 July 2018

9.2 Intangible assets

GOODWILLBRAND NAMESCOMPUTER SOFTWARETOTAL

NOTE2018 20172018 20172018 20172018 2017

$000$000$000$000$000$000$000$000

Cost117,094 117,094 23,523 23,523 133,178 124,401 273,795 265,018

Impairment and accumulated amortisation(34,016)(11,302)- - (105,033)(83,048)(139,049)(94,350)

Opening carrying amount83,078 105,792 23,523 23,523 28,145 41,353 134,746 170,668

Additions2.2 - - - - 20,805 12,131 20,805 12,131

Disposals- - - - (7,299)(427)(7,299)(427)

Impairment(25,622)(22,714)- - - (17,347)(25,622)(40,061)

Amortisation2.2 - - - - (7,262)(7,565)(7,262)(7,565)

Closing carrying amount57,456 83,078 23,523 23,523 34,389 28,145 115,368 134,746

Cost94,380 117,094 23,523 23,523 126,689 133,178 244,592 273,795

Impairment and accumulated amortisation (36,924)(34,016)- - (92,300)(105,033)(129,224)(139,049)

Closing carrying amount57,456 83,078 23,523 23,523 34,389 28,145 115,368 134,746

Less: Assets held for sale17.0 - - - - (37)(7,020)(37)(7,020)

Intangible assets57,456 83,078 23,523 23,523 34,352 21,125 115,331 127,726

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities

and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful lives as

the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount

of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Computer software

All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably measured

and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a period of between two to

fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.

Prior year Financial Services Group impairment

In the prior year the Group impaired the goodwill and partially impaired the computer software assets of the discontinued Financial Services Group in anticipation

of the sale of the majority of this business segment in September 2017, to reduce the carrying amount to the expected net realisable value (refer note 15).

Significant judgements and estimates - impairment testing

Impairment of indefinite life intangible assets is assessed by comparing the recoverable amount of a cash generating unit with its carrying value. Assets are grouped

at the lowest level for which there are separately identifiable cash flows (cash generating units) which also represent the lowest level within the Group at which these

assets are monitored for internal management purposes. The allocation of the Group’s significant carrying amounts of Goodwill and Brand names to cash generating

units at balance date are set out in the table below.

The recoverable amount of a cash generating unit is calculated using the ‘fair value less costs to sell' method. This discounted cashflow valuation method requires the

use of estimates and projections regarding future business unit operating performance. The Group considers a wide range of factors including the Group’s financial

budgets, strategic plans, external benchmarks and historical performance to formulate future cashflow projections. The Group also engages external advisors to

determine appropriate discount rates and long term growth rates, integral to the valuations. Cashflows beyond the 5 year projection period are extrapolated using


the estimated growth rates stated below. These growth rates do not exceed the long term average growth rate for the sector in which the business unit operates.

Noel Leeming and Torpedo7 cash generating units refer to the business segments detailed in note 2.0. The Wholesale business forms part of The Warehouse segment.

In previous years impairment testing for the Wholesale business was based on the business as a standalone cash generating unit. The cash flows for the Wholesale

business have changed over recent years, such that the cash flows are now almost entirely based on internal transfer prices which are not independent from those of

the wider The Warehouse segment. In the current year, impairment testing for the Wholesale business was changed and is now based on The Warehouse segment as the

representative cash generating unit. Impairment testing for both the Noel Leeming and The Warehouse cash generating units did not indicate the carrying amounts of

either goodwill or brand names to be impaired.

Torpedo7 impairment.

The current year results for Torpedo7 were below expectation, a combination of both difficult trading conditions and internal disruptions connected with relocating parts

of the business operations. It is considered that it will now take longer for this business to achieve the desired scale necessary to achieve acceptable levels of profitability.

The Group’s transformation programme has identified a number of opportunities for this business, however the future growth expectations, even after factoring in the

new transformation initiatives have been set back two years compared to previous forecasts. The revised forecasts for Torpedo7 indicate that the carrying value of the

business is impaired and accordingly the Board has decided to write off all the goodwill attributed to the Torpedo7 business.

In our calculations, the recoverable amount of Torpedo7 was sensitive to the achievement of the transformation initiatives, and growing the business to an EBIT of

approximately $10.5 million over the next five years and to a sufficient scale to support the recoverable amount. If the Torpedo7 transformation plan proves to be less

successful than currently projected this may cause the Group to reassess the carrying value of the Torpedo7 brand and other assets.

Impairment testing

NOEL LEEMINGTORPEDO7WHOLESALE BUSINESS

201820172018 20172018 2017

$000$000$000$000$000$000

Goodwill31,776 31,776 25,622 25,622 21,450 21,450

Brand names15,500 15,500 8,023 8,023 - -

Closing carrying amount47,276 47,276 33,645 33,645 21,450 21,450

Key assumptions

EBIT margin (%)3.1 2.6 4.6 6.0 4.86.3

Terminal growth rate (%)1.7 1.7 1.7 1.7 1.7 1.7

Post-tax discount rate (%)10.9 10.9 11.7 11.7 9.112.6

Annual Report 201887
Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 29 July 2018

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any

difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using the

effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for

at least 12 months after the balance date.

Cash on hand and at bank

Cash on hand and at bank includes EFTPOS (electronic funds transfer point of sale) transactions which have not been cleared by the bank. The Group’s

balance date is always a Sunday which means the three previous day’s store sales, which have been paid by EFTPOS, remain uncleared at balance date.

Securitised borrowings

The Group used a securitised borrowing facility to fund part of the Group’s discontinued Financial Services operations. The facility permitted the Finance

Services Group to borrow up to 80% of the value of qualifying securitised finance business receivables. The Group’s securitised borrowing facility was

included as part of the sale of the Financial Services businesses on 9 September 2017 (refer note 16).

Fixed rate senior bond

The Group issued a 5 year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with a 5.30% coupon. Interest on the bond is payable

every six months (15 June and 15 December) and has a final maturity in June 2020. Based on the last quoted closing price of $1.03369 (2017: $1.04087)

traded on the New Zealand Stock Exchange and a market yield of 3.79% (2017: 4.03%) the fair value of the Group’s fixed rate senior bonds at balance date was

$129.211 million (2017: $130.109 million). For accounting purposes (NZ IFRS 13) this is deemed a level 1 fair value measurement as it is derived from a quoted

price, in an active market.

10.0 BORROWINGS

10.1 Net debt

2018 2017

$000$000

Cash on hand and at bank26,455 47,492

Bank borrowings at call - interest rate: 2.88% (2017: 2.96%)43,715 49,159

Lease liabilities125 434

Current borrowings43,840 49,593

Bank borrowings - interest rate: 2.74% (2017: 2.48%)20,000 35,000

Lease liabilities51 169

Fixed rate senior bond (coupon: 5.30%)125,000 125,000

Fair value adjustment relating to senior bond interest rate hedge 723 541

Unamortised capitalised costs on senior bond issuance(820)(1,257)

Non-current borrowings144,954 159,453

Securitised borrowings (interest rate: 2.68%)- 56,717

Total borrowings188,794 265,763

Net debt162,339 218,271

10.2 Net interest expense

NOTE2018 2017

$000$000

Interest on bank overdrafts33 266

Interest on deposits and use of money interest received(1,494)(150)

Interest on bank borrowings3,935 9,330

Interest on finance leases30 87

Interest on fixed rate senior bond7,043 7,043

Net interest expense9,547 16,576

Less interest attributable to discontinued operations15.1 (382)(4,049)

Net interest expense from continuing operations9,165 12,527

10.3 Bank facilities

2018 2017

$000$000

Bank debt facilities210,000 280,000

Bank facilities used(63,715)(84,159)

Unused bank debt facilities146,285 195,841

Securitised debt facility- 150,000

Securitised facility used- (56,717)

Unused securitised bank debt facility - 93,283

Letters of credit facilities28,000 32,389

Letters of credit(5,516)(13,153)

Unused letter of credit facilities22,484 19,236

Total unused bank facilities168,769 308,360

The Warehouse Group Limited88
Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 29 July 2018

11.0 EQUITY

11.1 Capital management

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the

Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Group’s cost of capital. The

Group regularly reviews its capital structure and may make adjustments by means including changes to the Group’s dividend pay-out ratio, issue of new

shares, debt issuance, sale of assets or a combination of these.

The Group is financed through a mixture of bank borrowings and a fixed rate senior bond. The Group currently aims to maintain gearing levels, except for the

Group’s first quarter peak funding period, at levels of between 20% to 40%. Gearing is a measure of a company’s financial leverage and shows the extent to

which its operations are funded by lenders (debt) versus shareholders (equity). Prior to the sale of the Group’s Financial Services businesses in September

2017 the Group viewed the funding of the balance sheet as having two distinct parts, with the discontinued Financial Services Group being separately

financed from the Retail Group which allowed the Financial Services Group to have higher gearing levels.

The Group’s longer term target is to continue to look at opportunities to reduce bank debt. The introduction of the new leasing standard (refer note 21),

which is effective for the Group from the 2020 financial year will significantly increase book gearing as operating lease liabilities are included on the balance

sheet. This new standard is non-cash in nature and for the purposes of testing debt covenant compliance with our external funding providers, these new

lease liabilities and the associated interest expense are excluded from the covenant calculations.

The Group’s dividend policy is based on distributing between 75% to 85% of the adjusted net profit of the Retail Group back to shareholders (refer note 7.0).

Externally imposed capital requirements

Retail Group borrowings are subject to a negative pledge contained in two separate trust deeds held for the benefit of the Group’s banking institutions and

bondholders. The trust deeds provide a guarantee that the parent and its guaranteeing Group companies will comply with certain quarterly debt ratios and

restrictive covenants. The two principal covenants, which are the same for both trust deeds are:

The Group was in compliance with the negative pledge covenants throughout the current and previous financial year.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a

winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached

to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.

DEBT COVENANT RATIOS AT BALANCE DATEQUARTERLY COVENANT REQUIREMENT2018 2017

Retail Group book gearing ratio (percentage)

will not exceed 60% in the first quarter ending October or exceed

50% in each of the remaining three quarters of the year

25.6 26.9

Retail Group book interest cover (times cover)will not be less than 2 times operating profit9.8 7.7

CONTRIBUTED EQUITYORDINARY SHARES

11.2 Contributed equity

2018 20172018 2017

$000$000000s000s

Share capital365,517 365,517 346,843 346,843

Treasury shares(6,060)(7,471)(1,793)(2,346)

Contributed equity359,457 358,046 345,050 344,497

Treasury shares

TREASURY SHARESORDINARY SHARES

NOTE2018 20172018 2017

$000$000000s000s

Opening balance7,471 7,832 2,346 2,348

Ordinary shares issued to settle share rights plan obligations14.0 (1,411)(2,509)(553)(902)

Ordinary shares purchased (average purchase price $2.39)- 2,148 - 900

Closing balance6,060 7,471 1,793 2,346

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Annual Report 201889
Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 29 July 2018

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The cumulative

deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or depending on

the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer also to the consolidated statement of changes in

equity and policy notes detailed in note 12.2).

De-designated derivative reserve

The de-designated derivative reserve is used to record the after tax mark to market losses realised from realigning the Group’s interest rate hedge portfolio

in prior years which resulted in a number of interest rate swaps being monetised. The cost to close the interest rate swaps is recognised in the income

statement over the effective period of the original interest rate swaps. (Refer also to the consolidated statement of changes in equity and policy notes

detailed in note 12.2).

At balance date the Group’s minority interest represents the 50% minority shareholding held in Waikato Valley Chocolates. During the prior year both the

Group and the Waikato Valley Chocolates minority shareholders each invested an additional $0.750 million of share capital into the business.

Foreign currency translation

Exchange differences arising on translation of the Group’s subsidiary in India are recognised in other comprehensive income and accumulated in a

separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.

Share based payments reserve

Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan

are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at

grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and conditions

upon which they were granted. (Note 14.0 provides further details regarding the plan and fair value calculations).

This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income statement.

Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury stock allotted to settle the

obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated statement of

changes in equity).

11.3 Reserves

2018 2017

$000$000

Cash flow hedge reserve11,292 (14,157)

De-designated derivative reserve(581)(1,017)

Hedge reserves10,711 (15,174)

Foreign currency translation reserve(5)-

Share based payments reserve766 2,138

Total reserves11,472 (13,036)

11.4 Minority interest

2018 2017

$000$000

Opening balance867 167

Minority interest capital contribution- 750

Net profit attributable to minority interest242 302

Dividends paid to minority shareholders(230)(352)

Closing balance879 867

The Warehouse Group Limited90
Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 29 July 2018

12.0 FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors

The Group’s activities expose it to various financial risks including, liquidity risk, credit risk and market risk (including currency risk and interest rate risk). The

Group’s overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s

financial performance.

The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate and

currency fluctuation risks arising from the Group’s operations and sources of finance.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury

identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk

management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial

instruments and investing excess cash.

Significant judgements and estimates

The Group’s derivatives are not traded in an active market which means quoted prices are not available to determine the fair value. To determine the

fair value the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using

the forward exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based

on the applicable market interest yield rates at balance date. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value

measurements as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.

The Group uses an independent advisor to help determine the fair value of its derivatives.

12.2 Derivative financial instruments

CURRENCY CONTRACTSINTEREST RATE SWAPSTOTAL

2018 20172018 20172018 2017

$000$000$000$000$000$000

Current assets19,030 - - - 19,030 -

Non-current assets- - 764 541 764 541

Current liabilities- (16,899)- (400)- (17,299)

Non-current liabilities- - (3,394)(2,507)(3,394)(2,507)

Total derivative financial instruments19,030 (16,899)(2,630)(2,366)16,400 (19,265)

Classified as:

Cash flow hedges19,030 (16,899)(3,394)(2,907)15,636 (19,806)

Fair value hedges- - 764 541 764 541

Total derivative financial instruments19,030 (16,899)(2,630)(2,366)16,400 (19,265)

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value.

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature

of the item being hedged. For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk

management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also

documented, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes

in fair values or cash flows of hedged items.

Cashflow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity in the cash

flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance

when the forecast interest payment that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition

of a non-financial asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the

measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or

loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the

income statement.

Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any

changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. The Group only applies fair value hedge accounting for

hedging fixed interest on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings and changes

in the fair value of the fixed rate borrowings attributable to interest rate risk are recognised in the income statement within net interest expense.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item, for which the effective

interest method is used, is amortised over the period to maturity.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for

hedge accounting are recognised immediately in the income statement.

Annual Report 201891
Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 29 July 2018

12.3 Liquidity risk

Liquidity risk arises from financial liabilities of the Group and the Group’s subsequent ability to meet the obligation to repay these financial liabilities as

and when they arise.

The Group divided its funding requirements between funding for its retail operations and funding for the discontinued Financial Services business.

The funding for the Financial Services business was provided by means of a debt securitisation programme (refer note 10.1). The debt securitisation

facility was sold in September 2017 as part of the Financial Services Group business sale (note 16.0).

The Retail Group’s liquidity position fluctuates throughout the year. The months leading up to the Christmas trading period typically put the greatest

requirement for cash flows due to the build up of inventory, conversely the Retail Group’s liquidity position is at its strongest immediately after the Christmas

trading period. The Retail Group’s gearing covenants increase from 50% to 60% for the first quarter of each financial year to allow for the effect of seasonal

funding. To accommodate the increased funding requirements during the peak funding period the Group has committed three month seasonal credit

facilities commencing in mid September of $50.000 million (2017: $50.000 million) which are in addition to the $210.000 million (2017: $280.000 million) of

committed credit facilities (refer note 10.3). The Group has set treasury policy limits to ensure it maintains and operates within its available funding facilities.

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying

amount of these assets. In the normal course of business the Group incurs credit risk from finance business receivables, trade and other receivables,

derivatives and transactions with financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by directors and in accordance

with specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least

A (2017: A).

The Group controls its credit risk from finance business receivables, trade and other receivables by the application of credit approval, limits and monitoring

procedures. Receivable balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk

exist when changes in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant

in relation to the Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does not have any significant exposure to any

individual customers, industry or economic sector.

The table below analyses the Group’s financial liabilities and derivatives into relevant maturity bands, based on the remaining period from balance date to

the contractual maturity date. The cash flow amounts disclosed in the table represent undiscounted cash flows liable for payment by the Group. The forward

currency contracts “outflow” amounts disclosed in the table represent the gross amount payable by the Group for the purchase of foreign currency, whereas

the “inflow” amounts represent the corresponding receipt of foreign currency arising from settlement of the contracts, converted using the spot rate at

balance date.

Contractual maturity analysis

0 - 1 YEARS1 - 3 YEARS> 3 YEARSTOTAL

2018 20172018 20172018 20172018 2017

$000$000$000$000$000$000$000$000

Trade and other payables(282,601)(271,443)- - - - (282,601)(271,443)

Bank borrowings(63,715)(84,159)- - - - (63,715)(84,159)

Securitised borrowings- (56,717)- - - - - (56,717)

Finance lease liabilities(135)(464)(53)(175)- (4)(188)(643)

Fixed rate senior bond(5,808)(5,790)(131,625)(138,250)- - (137,433)(144,040)

Financial liabilities(352,259)(418,573)(131,678)(138,425)- (4)(483,937)(557,002)

Forward currency contracts

- outflow(369,225)(331,674)- - - - (369,225)(331,674)

- inflow388,622 313,851 - - - - 388,622 313,851

Interest rate swaps(208)(667)(2,153)(73)(500)(1,693)(2,861)(2,433)

Net derivatives19,189 (18,490)(2,153)(73)(500)(1,693)16,536 (20,256)

LIQUIDITY POSITION AT BALANCE DATETREASURY POLICY REQUIREMENT2018 2017

Retail Group unused debt facilities

(refer note: 10.3)

committed credit facilities to be maintained at an amount of at least 115%

of peak funding requirements projected for the next 2 years.

69.7%69.9%

Retail Group funding tenor

at least 30% of the committed credit facilities have a

maturity of greater than 3 years (includes retail bond)

30.0%30.0%

Retail Group funding diversity

(number of counterparties)

funding to be sourced from a minimum of four

counterparties (includes retail bond)

6 6

The Warehouse Group Limited92
Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 29 July 2018

12.5 Market risk

Foreign exchange risk

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and

to manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly

probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a board approved treasury

policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:

• to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months

• to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• where foreign currency hedging extends beyond a 12 month time horizon, this requires specific approval

The Group did not hold any foreign exchange derivatives with a maturity exceeding 1 year at either the current or last year’s balance date. The spot rate used

to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6795 (2017: $0.7520).

The following sensitivity table, based on foreign currency contracts in existence at balance date, shows the positive/(negative) effect of reasonably possible

exchange rate movements on after tax profit and equity, with all other variables held constant.

There is no profit and loss sensitivity, as the forward currency contracts have been designated as cash flow hedges and based on historical performance it

has been assumed they will be 100% hedge effective.

Interest rate risk

The Group’s exposure to market interest rates primarily relates to the Retail Group’s core borrowings estimated to be $200 million (2017: $200 million) for

treasury management purposes. The Group’s treasury policy is to manage its finance costs using a mix of fixed and floating rate debt. The Group’s treasury

policy is to maintain between 50% to 90% of core borrowings at fixed rates. At balance date 65% (2017: 80%) of the Group’s core borrowings were at fixed

interest rates. The Group uses fixed rate debt and interest rate swaps to manage the fixed interest rate pricing and profile.

The following sensitivity table, based on interest rate risk exposures in existence at balance date shows the effect of reasonably possible interest rate

movements on after tax profit and equity, with all other variables held constant.

Currency position at balance date

CARRYING

VALUE

NOTIONAL AMOUNT (NZD)

AVERAGE

EXCHANGE RATE

0 TO 12 MONTH

HEDGE LEVEL

2018 20172018 20172018 20172018 2017

$000$000$000$000CENTSCENTSPERCENTAGEPERCENTAGE

Forward exchange contracts

Buy US dollars/Sell New Zealand dollars19,030 (16,899)369,225 331,674 0.7153 0.7115 65.4 72.1

Interest rate sensitivity table

+ 100 BASIS POINTS- 100 BASIS POINTS

NOTEAMOUNTPROFIT EQUITY PROFIT EQUITY

$000$000$000$000$000

At 29 July 2018

Finance business receivables17.0 7,381 53 53 (53)(53)

Net bank borrowings10.1 (37,260)(268)(268)268 268

Fixed rate senior bond10.1 (124,903)358 358 (432)(432)

Derivative financial instruments

Interest rate swaps - cash flow hedges12.2 (3,394)108 1,945 (108)(2,066)

Interest rate swaps - fair value hedges12.2 764 (358)(358)432 432

Total increase/(decrease)(157,412)(107)1,730 107 (1,851)

At 30 July 2017

Finance business receivable17.067,355 485 485 (485)(485)

Securitised borrowings10.1 (56,717)(408)(408)408 408

Net bank borrowings10.1 (36,667)(264)(264)264 264

Fixed rate senior bond10.1 (124,284)295 295 (308)(308)

Derivative financial instruments

Interest rate swaps - cash flow hedges12.2 (2,907)252 1,472 (252)(1,558)

Interest rate swaps - fair value hedges12.2 541 (295)(295)308 308

Total increase/(decrease)(152,679)65 1,285 (65)(1,371)

Currency position at balance date

NET PROFIT AFTER TAXEQUITY

2018 20172018 2017

$000$000$000$000

10% appreciation in the New Zealand dollar- - (25,196)(20,424)

10% depreciation in the New Zealand dollar- - 30,796 24,965

Annual Report 201893
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 29 July 2018

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial

Markets Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2017: 9) direct reports. Compensation made to Directors and other members

of key management of the Group is set out in the two tables below:

Share rights were granted to key management and other senior executives as part of a legacy share based incentive plan. There have been no share rights

granted under this plan since October 2015 and the plan was replaced by a cash based incentive plan in November 2016 (which is not linked to the share

price). At balance date this legacy share based plan had 32 (2017: 53) participants. The final two tranches of the plan will both settle in October 2018. The plan

was divided into medium term (Award shares) and long term (Performance shares) share plans.

Award shares

Award shares provide participants with a conditional right to be allocated and transferred ordinary shares upon the satisfaction of certain company

performance targets and individual performance targets, measured during the initial vesting period. The number of ordinary shares which are allocated is

determined by reference to the percentage achievement of these targets, with one third of the allocated shares being transferred to each participant at

the end of the initial vesting period and a further third at the end of each of the next two vesting dates.

Performance shares

Performance shares provide participants with a conditional right to be transferred ordinary shares at the end of the vesting period if the Group has achieved a

specified total shareholder return on the vesting date. The target total shareholder return represents the increase in Group’s share price over the period between the

grant date and the vesting date, inflated from the grant date using the Group’s cost of equity.

In addition to the directors fees stated above K R Smith and J H Ogden both received $8,000 (2017: $43,000) each in their capacity as directors of the

Group’s discontinued Financial Services business.

Fair values

The fair value of performance shares at grant date have been estimated using a variant of the Binomial Options Pricing Model. The fair value of award shares

has been calculated as the present value of the rights at grant date discounted using the Group’s estimated cost of equity and allowing for expected future

dividends. The following table lists the fair value of the share rights and key inputs used in the pricing models to determine the values:

Share rights

PERFORMANCE SHARES AWARD SHARESTOTAL SHARE RIGHTS

NOTE2018 20172018 20172018 2017

000000000000000000

Outstanding at the beginning of the year954 1,695 841 2,269 1,795 3,964

Vested during the year11.2 - - (553)(902)(553)(902)

Forfeited during the year(562)(741)(52)(526)(614)(1,267)

Outstanding at the end of the year392 954 236 841 628 1,795

Expected vesting dates

October 2017- 408 - 502 - 910

October 2018392 546 236 339 628 885

Outstanding at the end of the year392 954 236 841 628 1,795

Directors Fees

2018 2017

$000$000

J Withers (Chair - appointed September 2016)166 128

K R Smith (Deputy Chair)115 115

E K van Arkel (retired September 2016)- 42

A J Balfour85 85

J W M Journee86 86

J H Ogden (retired November 2017)39 94

J M Raue (appointed September 2016)86 72

V C M Stoddart (retired November 2017)38 91

Sir Stephen Tindall85 85

Total700 798

Key management

2018 2017

$000$000

Base salary6,101 6,934

Annual performance based compensation2,944 1,470

Accrued three year performance based cash settled compensation1,389 703

Equity settled share-based compensation (refer note: 14.0)140 987

Termination benefits666 981

Total11,240 11,075

Performance shares

Date grantedOctober 2015

Vesting dateOctober 2018

Target total shareholder return ($)0.78

Risk free interest rate (%)2.64

Average expected volatility (%)21.50

Average share price at measurement date ($)2.58

Estimated fair value at grant date ($)0.81

Award shares

Date grantedOctober 2015

Final vesting dateOctober 2018

Weighted average cost of equity capital (%)8.72

Average share price at measurement date ($)2.58

Average estimated fair values at grant date ($)2.30

13.0 KEY MANAGEMENT

14.0 EXECUTIVE LONG TERM INCENTIVE PLAN (LTIP)

The Warehouse Group Limited94
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 29 July 2018

15.0 DISCONTINUED OPERATIONS

16.0 BUSINESS DISPOSAL - FINANCIAL SERVICES GROUP

In July 2017 the Group developed plans for the sale of the Group’s Financial Services businesses and executed the first part of this plan when it sold most

of its Financial Services business in September 2017 to Finance Now, a subsidiary of SBS Bank (refer note 16). The last part of this plan involves selling the

remaining Diners Club (NZ) business (refer note 17). As a result of these actions, the Financial Services Group has been reported as a discontinued operation.

The full year results and cash flows from the Financial Services Group are as follows.

Contingent and ‘claw back’ liabilities

When the Group sold the Financial Services businesses in September 2017 to Finance Now (a subsidiary of SBS Bank) it exposed the Group to a few actual

and contingent liabilities connected with a claw back provision and warranties contained in the sale and purchase agreement.

The Group was required to pay a purchase price adjustment to the extent that the finance receivables impairment provisions which were sold were less than

the actual write-offs experienced during the 9 month period following the sale (termed claw back). The Group settled the claw back obligation ($1.421 million)

after balance date.

The Group was also required to make warranties, which are typical for a transaction of this nature. These warranties are largely covered by an insurance

contract, however there are some items which are not covered, such as tax claims. These warranty claims are capped at $18.0 million (representing the

purchase consideration) and expire after 18 months and are treated as contingent liabilities.

A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of

discontinued operations are presented separately as a single amount in the income statement.

15.1 Financial Services Group results and cash flows

NOTE2018 2017

$000$000

Finance business revenue4,729 20,392

Expenses(8,188)(28,893)

Business acquisition, disposal and restructuring costs(1,421)(1,283)

Impairment of assets9.2- (40,061)

Loss before interest and tax(4,880)(49,845)

Interest expense10.2(382)(4,049)

Loss before tax(5,262)(53,894)

Income tax expense4.1876 3,611

Loss from discontinued operations(4,386)(50,283)

Cash flows from discontinued operations

Net cash flows from operating activities5,069 (169)

Net cash flows from investing activities16,957 (3,208)

Net cash flows from financing activities(28,753)(2,660)

2018

$000

Cash and cash equivalents of the subsidiaries sold(2,831)

Sale proceeds settled in cash20,122

Consideration17,291

Finance business receivables56,669

Property, plant and equipment1,011

Computer software7,090

Securitised borrowings related to the sold subsidiaries(45,162)

Other working capital(2,317)

Carrying value of net assets sold17,291

Claw back provision1,421

Loss on business disposal(1,421)

Annual Report 201895
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 29 July 2018

17.0 HELD FOR SALE

18.0 COMMITMENTS

19.0 CONTINGENT LIABILITIES

The Group committed to a plan in July 2017 to sell its Financial Services credit card business and executed the first part of this plan when it sold most of

these businesses in September 2017. A tactical decision was then made to separate the remaining Diners Club (NZ) business into two distinct parts, being

the merchant acquisition business and the card issuance business to increase buyer interest. The card issuance business is part of a franchise arrangement

which is due to expire in December 2018 and while the Group is actively seeking buyers for both businesses, if a buyer cannot be found for the card issuance

business this business will be wound up when the franchise agreement expires.

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Operating leases

The Group’s non-cancellable operating leases mainly relate to building occupancy leases and typically expire within ten years. The leases have varying terms,

escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation to non-

cancellable operating leases at balance date are as follows:

Contingent liabilities connected to the sale of the Group’s Financial Services businesses in September 2017 are detailed in note 16.

Non-current assets or a group of assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction

rather than continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to

sell, except for deferred tax assets, assets arising from employee benefits and financial assets which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any

subsequent increase in fair value less cost to sell of an asset, but not more than any cumulative impairment loss previously recognised. Non-current

assets are not depreciated or amortised while they are classified as held for sale.

Financial Services Group assets classified as held for sale

NOTE2018 2017

$000$000

Finance business receivables7,381 67,355

Property, plant and equipment9.1 12 1,044

Computer software9.237 7,020

Other assets130 1,723

Total assets classified as held for sale7,560 77,142

Other liabilities directly associated with assets held for sale(3,886)(5,443)

2018 2017

$000$000

Bank letters of credit issued to secure future purchasing requirements5,516 8,764

Less included as a goods in transit creditor(575)(586)

4,941 8,178

Standby letter of credit issued to Visa Worldwide- 4,389

Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited643 643

Total contingent liabilities5,584 13,210

Future minimum rentals payable

2018 2017

$000$000

0-1 Years121,473 120,363

1-2 Years107,531 105,533

2-5 Years249,550 242,456

5+ Years234,207 270,975

Operating leases712,761 739,327

Capital commitments

2018 2017

$000$000

Within one year2,783 7,339

The Warehouse Group Limited96
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 29 July 2018

During the period the Group has not entered into any material contracts involving related parties or Directors’ interests which are not disclosed. No amounts

owed by related parties have been written off or forgiven during the period.

Shareholdings

At balance date directors and other key executives held ordinary shares in the Group and received fully imputed dividends during the year as set out below.

(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2017: 93,687,096 shares) which carry the normal entitlement to dividends.

Dividends of $14.990 million (2017: $14.053 million) were received on these shares during the year.

(ii) The Group’s other Directors collectively had beneficial shareholdings of 198,964 shares (2017: 215,052 shares) at balance date which carry the normal

entitlement to dividends.

(iii) Share transactions undertaken by the Directors during the year and Directors non-beneficial shareholdings are required to be disclosed in respect of

section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in this annual report.

(iv) Key management (as detailed in note 13.0) collectively held 263,166 shares (2017: 524,069 shares) at balance date which carry the normal entitlement

to dividends.

NZ IFRS 9: Financial Instruments

NZ IFRS 9 “Financial Instruments” replaces the current Financial Instruments standard (NZ IAS 39) with effect for the Group from 30 July 2018. The new standard

addresses the classification, measurement and recognition of financial assets and liabilities, introduces new rules for hedge accounting and a new impairment

model for financial assets. The two areas which could potentially impact the Group concern hedge accounting and impairment provisions for trade receivables.

Hedge accounting - the Group’s current hedge relationships can qualify as continuing hedges upon the adoption of NZ IFRS 9. Accordingly, the Group does

not expect any significant profit impact from implementing the new accounting treatment for its hedge relationships. The nature and extent of the Group’s

disclosures in next year’s financial statements in relation to its hedge relationships will however need to be amended to accommodate the requirements of

the new reporting standard.

Trade receivables impairment provisions – the new standard changes how the impairment of Financial Assets (classified at amortised cost) are calculated from

an ‘incurred credit loss’ model as stipulated under NZ IAS 39 to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates

and forward-looking analysis, there is not expected to be a material impact on the impairment provisions in the year of adoption.

The Group’s assessment has not identified any other material changes from the adoption of NZ IFRS 9.

NZ IFRS 15: Revenue from contracts with customers

NZ IFRS 15, ‘Revenue from contracts with customers’ replaces the current revenue recognition guidance in NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction

Contracts’ and related interpretations. The new standard is based on the principle that revenue is recognised when control of a good and service transfers

to a customer. The standard is effective for the Group from 30 July 2018.

The Group has assessed the potential impact of NZ IFRS 15. The work involved segregating the different revenue streams within the Group and analysing any

impact arising from the new accounting standard. The majority of revenue is made up of in store transactions where performance obligations are generally

satisfied at the point of sale, with less than 10% earned through online sales. The following matters were identified as potentially impacting the Group.

Accounting for online sales - the Group’s online transactions provide customers with the option for direct delivery or collection of goods from the store. Under

NZ IFRS 15, an assessment must be made in these arrangements whether control has transferred to the customer, even though the customer does not have

physical possession of the goods. Another consideration for online sales is whether arranging the delivery of goods is a separate performance obligation that

impacts the timing, measurement and classification of revenue recognised. The Group has assessed the implications of these matters and concluded that

there is no material impact to revenue recognition upon adoption of NZ IFRS 15.

Accounting for sales returns - NZ IAS 18 does not specify how the sales return provision is classified on the balance sheet. Under NZ IFRS 15, the Group will be

required to change the way it classifies the estimated value of goods expected to be returned and record these as a separate asset rather a reduction in the

sales return liability.

The Group’s assessment has not identified any other material changes from the adoption of NZ IFRS 15.

NZ IFRS 16: Leases

NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17 and will be adopted by the Group from 28 July 2019. The current accounting model for leases

requires a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 will require a lessee to recognise a

lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. The income statement will also be impacted by the

recognition of interest and depreciation expenses and the removal of the current rental expense.

The Group has been evaluating and planning for the adoption and implementation of NZ IFRS 16 including selecting a new lease accounting system, evaluating

practical expedient and accounting policy elections, and assessing the overall financial statement impact. While the impact of NZ IFRS 16 is non-cash in nature

and will not affect the Group’s cash flows it will have a material impact on the Group’s financial position.

The Group currently intends to use a simplified transition approach on adoption of NZ IFRS 16, this expedient however does not permit the Group to restate

comparative amounts for the periods prior to adoption. Management has estimated the impact of NZ IFRS 16 using the ‘modified retrospective approach’ at

the date of adoption based on the Group’s current operating leases. The model required management to make some key judgements including:

• the incremental borrowing rate used to discount lease assets and liabilities; and

• the lease term including potential rights of renewals.

On adoption the Group will recognise the following line items:

• Recognition of a right of use asset of approximately $710 million; • Recognition of a lease liability of approximately $871 million; and

• Recognition of a deferred taxation asset of approximately $45 million; • Decrease in opening retained earnings of approximately $116 million.

The impact on the consolidated income statement for the period ended 2 August 2020 is expected to decrease occupancy expenses, increase amortisation

expenses and increase in interest expenses. The impact on each of these line items is expected to be significant however currently management do not

expect the overall effect on net profit attributable to shareholders to be material. Managements current estimates will change prior to adoption as conditions

change, due to:

Managements current estimates will change prior to adoption as conditions change, due to:

• Finalisation of management’s judgements and subsequent movements in borrowing rates;

• New lease contracts entered into by the Group;

• Changes to existing lease contracts; and

• Change in management’s judgement regarding exercising rights of renewals under lease arrangements.

• Clarification of tax rules impacting the recognition of deferred tax assets

20.0 RELATED PARTIES

21.0 NEW ACCOUNTING STANDARDS WHICH ARE RELEVANT TO THE GROUP BUT ARE NOT YET EFFECTIVE

Annual Report 201897
The financial statements comprise:

• the consolidated balance sheet as at 29 July 2018;

• the consolidated income statement for the 52 week period then ended;

• the consolidated statement of comprehensive income for the 52 week period then ended;

• the consolidated statement of changes in equity for the 52 week period then ended;

• the consolidated statement of cash flows for the 52 week period then ended; and

• the notes to the financial statements, which include a summary of significant accounting policies.

OUR OPINION

In our opinion, the financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all

material respects, the financial position of the Group as at 29 July 2018, its financial performance and its cash flows for the 52 week period then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards on Auditing (ISAs).

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued

by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional

Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of treasury policy advice, other assurance services and ASM scrutineering. The provision of these

other services has not impaired our independence as auditor of the Group.

OUR AUDIT APPROACH

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from

material misstatement.

Overall Group materiality: $4.1 million, which represents approximately 5% of profit before tax from continuing

operations, adjusted for the gain on property disposals, goodwill impairment and restructuring costs.

We chose this as the benchmark because, in our view, it is a proxy for adjusted profit and is the benchmark

against which the performance of the Group is most commonly measured by users.

We have determined that there are two key audit matters:

• Impairment of intangible assets

• Valuation of inventory

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial

statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing

and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality. As in all of our audits,

we also addressed the risk of management override of internal controls including among other matters, consideration of whether there was evidence of

bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into

account the structure of the Group, the accounting processes and controls, and the sector in which the Group operates.

We conducted full scope audit work on two entities within the Group which make up 86% of external revenue and 93% of profit before tax from continuing

operations, adjusted for the gain on property disposals, goodwill impairment and restructuring costs. The remaining entities in the Group were not

considered individually significant and depending on our risk assessment were subject to other audit procedures such as testing of key balances or

reconciliations, supplemented by analytical review.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Materiality

Audit scope

Key audit

matters

The Warehouse Group Limited98
Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current

52 week period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Impairment of intangible assets

At balance date, the carrying value of the Group's intangible assets was

$115.3 million. Of this amount, $81.0 million (2017: $106.6 million) related

to goodwill and brands, which are tested for impairment at least annually.

To assess the carrying value of goodwill and brands, management used

discounted cash flow models based on the fair value less cost to dispose

methodology for each cash generating unit (CGU) and compared the

valuations to the underlying carrying amount of the CGUs, including

goodwill and brands.

The assessment of impairment of the intangible assets was an area of

audit focus due to the magnitude of the balances and the judgements

applied by management in the assessment of impairment.

The key assumptions adopted by management in their impairment

assessment are described in Note 9.2. The assessment performed

resulted in the conclusion that goodwill of $25.6 million relating to

the Torpedo7 CGU was fully impaired.

To respond to the risk of impairment of goodwill and brands, our audit

procedures included the following:

• Engaged our valuation expert to assist in our assessment of the

reasonableness of certain assumptions used by management. In particular,

we obtained an understanding of the terminal growth rates used by

management and challenged the reasonableness of those rates by

comparing them to comparable industry rates. We also compared the

discount rate applied by management to the average cost of capital of

the Group.

• Reviewed management's sensitivity analysis over the key assumptions and

also considered alternative possible scenarios and their potential impact.

• Assessed the reliability of management’s forecasts by performing

a lookback analysis of historical forecasts against actual results.

• For the Torpedo7 CGU, we understood the key changes between the

performance for the 52 week period to 29 July 2018 to the forecast

used in the impairment calculation. We considered these based on past

performance and subsequent changes that have been made within the

business.

• For Torpedo7, we also considered whether assets other than goodwill

were impaired.

• Tested the mathematical accuracy of the underlying model.

• Assessed the adequacy of disclosures in the financial statements.

We have no matters to report.

Valuation of inventory

The Group had finished goods of $494.0 million as at 29 July 2018 (2017:

$457.4 million).

The inventory provision associated with finished goods of $29.0 million

(2017: $22.5 million) was determined based on a combination of an

automated system calculation as well as management’s assessment

of discontinued, aged and clearance items.

This was an area of focus due to the significance of the inventory

balance and the judgements involved in determining the appropriate

level of provisioning, including management’s expectations for future

sales and estimation of inventory write-downs.

Note 8.1 of the financial statements describes the judgements

and estimates applied by management in determining the

inventory provision.

Our audit procedures over the Group’s inventory provisioning methodology

included the following:

• Observed management’s stocktake process at selected locations and

checked that obsolete inventory items were identified and accounted for.

• Held discussions with management to understand and corroborate

assumptions used to estimate inventory provisions.

• On a sample basis, tested the net realisable value of finished goods by

comparing the supplier invoice against the most recent retail price less

cost to sell.

• On a sample basis, reperformed the obsolescence and net realisable

value system-generated calculations and tested inputs to detailed

inventory listings.

• Reviewed the inventory aging schedules to check, on a sample basis,

whether provisions were recorded for aged stock in accordance with

Group policy.

• Obtained an understanding of specific inventory provisions calculated for

certain inventory categories and checked that these additional provisions

were appropriate based on review of aged stock and net realisable value.

• On a sample basis, tested the accounting treatment of supplier rebates

relating to inventory by comparing the rebate recorded versus the

supplier agreement.

• Compared all inventory provisions for each finished goods category as a

percentage of the gross amount versus the prior year and understood the

rationale for any changes.

From the procedures performed, we have no matters to report.

Annual Report 201899
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in the annual

report and we do not, express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a

material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS

and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.

The auditor also:

• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit

procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by

management.

• Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to

continue as a going concern. If the auditor concludes that a material uncertainty exists, the auditor is required to draw attention in the auditor’s report

to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. The auditor’s conclusions

are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Group to cease

to continue as a going concern.

• Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an

opinion on the financial statements. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains

solely responsible for the audit opinion.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters which we

are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.

For and on behalf of:

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Chartered Accountants, Auckland

20 September 2018

The Warehouse Group Limited100
(52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)

2018 2017 2016 2015 2014

$000$000$000$000$000

SUMMARY INCOME STATEMENTS

The Warehouse1,716,596 1,761,399 1,760,708 1,718,307 1,665,233

Warehouse Stationery 263,766 278,181 279,155 262,780 250,561

Noel Leeming880,453 810,705 752,137 665,628 620,520

Torpedo7163,402 157,726 148,660 131,231 107,658

Other group operations9,655 8,603 9,166 9,276 14,217

Inter-segment eliminations(39,301)(35,843)(29,179)(16,801)(9,711)

Retail sales2,994,571 2,980,771 2,920,647 2,770,421 2,648,478

The Warehouse71,440 84,531 89,376 79,600 76,903

Warehouse Stationery 10,590 15,743 14,288 12,723 11,793

Noel Leeming31,163 19,264 12,050 6,424 11,308

Torpedo7(1,447)2,675 3,380 34 1,085

Digital Retail venture(1,133)- - - -

Other group operations(19,171)(14,376)(7,929)(5,555)(4,373)

Retail operating profit91,442 107,837 111,165 93,226 96,716

Equity earnings of associate- - 723 2,802 3,006

Gain on business disposals218 11,455 5,533 5,533 16,810

Gain/(losses) from business aquisition- -10,625(977)4,308

Restructuring costs(8,731)(12,060)- - -

Intangible asset impairment(25,622)- - (12,491)-

Earnings before interest and tax57,307 107,232 128,046 88,093 120,840

Net interest expense(9,165)(12,527)(14,154)(15,123)(13,427)

Profit before tax48,142 94,705 113,892 72,970 107,413

Income tax expense(20,636)(23,691)(25,890)(21,148)(27,378)

Profit after tax27,506 71,014 88,002 51,822 80,035

Discontinued operations (net of tax)(4,386)(50,283)(5,526)(2,074)(2,781)

Minority interests(242)(302)(4,138)1,562 496

Profit attributable to shareholders22,878 20,429 78,338 51,310 77,750

ADJUSTED PROFIT RECONCILIATION

Unusual items (detailed above)34,135 605 (16,158)7,935 (21,118)

Income tax relating to unusual items(2,384)(3,132)(2,163)(941)2,751

Minority interests- - 3,614 (1,170)-

Discontinued operations (net of tax)4,386 50,283 5,526 2,074 2,781

Adjusted net profit 59,015 68,185 69,157 59,208 62,164

THE WAREHOUSE

Operating margin (%)4.2 4.8 5.1 4.6 4.6

Same store sales growth (%)(3.0)1.2 4.1 1.4 3.2

Number of stores93 92 92 92 91

Store footprint (square metres)505,645 501,807 499,547 497,702 494,847

WAREHOUSE STATIONERY

Operating margin (%)4.0 5.7 5.1 4.8 4.7

Same store sales growth (%)(6.0)(0.3)6.5 1.4 5.3

Number of stores70 69 66 65 63

Store footprint (square metres)71,491 73,216 71,927 70,445 68,194

NOEL LEEMING

Operating margin (%)3.5 2.4 1.6 1.0 1.8

Same store sales growth (%)5.7 6.4 14.2 1.0 5.6

Number of stores74 77 75 78 77

Store footprint (square metres)76,055 73,591 71,169 70,999 69,391

DIVIDEND DISTRIBUTIONS

Interim (cents per share)10.0 10.0 11.0 11.0 13.0

Final (cents per share)6.0 6.0 5.0 5.0 6.0

Ordinary dividends declared (cents per share)16.0 16.0 16.0 16.0 19.0

Basic earnings per share (cents)6.6 5.9 22.7 15.2 24.1

Basic adjusted earnings per share (cents)17.1 19.8 20.1 17.2 19.3

Annual 5 Year Summary

Annual Report 2018101
2018 2017 2016 2015 2014

$000$000$000$000$000

SUMMARY BALANCE SHEETS

Inventories523,840487,274 501,713 510,461 492,109

Trade and other receivables79,75875,632 150,624 86,361 91,253

Creditors and provisions(367,002)(336,451)(347,073)(315,565)(328,706)

Working capital236,596 226,455 305,264 281,257 254,656

Fixed assets272,944 273,300 312,396 386,709 353,376

Held for sale3,674 71,699 52,277 - -

Investments- - 2,778 5,541

Funds employed513,214571,454 669,937 670,744 613,573

Taxation (liabilities) / assets32,030 45,870 40,943 18,599 27,485

Contingent and deferred consideration- - (1,000)(3,250)(22,316)

Goodwill and Brand Names80,979 106,601 129,315 120,092 132,583

Derivative financial instruments16,400 (19,265)(28,619)35,358 (7,653)

Capital employed642,623 704,660 810,576 841,543 743,672

Net debt162,339218,271 299,980 299,573 220,878

Equity attributable to shareholders479,405 485,522 510,429 540,060 518,926

Minority interest879 867 167 1,910 3,868

Sources of funds642,623704,660 810,576 841,543 743,672

SUMMARY CASH FLOW

Continuing Operating profit91,442 107,837 111,165 93,226 96,716

Continuing Depreciation and amortisation59,630 58,376 58,210 57,770 51,025

Continuing Operating EBITDA151,072 166,213 169,375 150,996 147,741

Change in trade working capital(5,853)21,661 35,198 (35,343)(22,742)

Income tax paid(14,082)(27,454)(28,037)(22,398)(37,492)

Net interest paid(9,307)(16,008)(16,495)(18,662)(13,351)

Share based payment expense353 1,283 3,208 2,114 2,266

Supplier contributions(2,694)- - - -

Restructuring costs(8,731)(12,397)- - -

Discontinued EBITDA(3,459)(6,686)(1,930)(929)(2,095)

Loss on sale of plant and equipment615 1,476 1,141 691 2,282

Operating cash flow107,914 128,088 162,460 76,469 76,609

Capital expenditure(70,229)(70,575)(75,180)(109,345)(83,898)

Proceeds from divestments74,680 79,714 45,870 31,120 27,544

Proceeds from equity raise- - - - 114,072

Dividend from associate- - 2,695 5,565 3,136

Net dividends paid(55,785)(52,466)(58,162)(59,640)(58,193)

Employee share schemes- (2,148)(2,528)(2,455)(2,818)

Acquisition of subsidiaries and minorities- (1,000)(74,367)(20,043)(80,181)

Other items(648)96 (1,195)(366)(275)

Net cash flow55,932 81,709 (407)(78,695)(4,004)

Opening debt(218,271)(299,980)(299,573)(220,878)(216,874)

Closing debt(162,339)(218,271)(299,980)(299,573)(220,878)

FINANCIAL RATIOS

Operating margin (%)3.1 3.6 3.8 3.4 3.7

Interest cover (times)10.0 8.6 7.9 6.3 7.4

Fixed charge cover (times)2.0 2.0 2.1 2.1 2.2

Net debt / EBITDA (times)1.1 1.4 1.8 2.0 1.5

Net debt / net debt plus equity (%)25.1 31.0 37.0 35.6 29.7

Return on funds employed (%)16.9 17.4 16.7 15.0 17.3

Capex / depreciation (times)1.2 1.1 1.2 2.0 1.8

The Warehouse Group Limited102
At The Warehouse Group Limited (the Company) we are committed to high standards of corporate governance

and believe it is a critical component in creating sustainable long-term value for our shareholders, building strong

relationships with team members, improving the experience we offer our customers and contributes to our place

within the wider community.

This statement gives an overview of the policies and processes that are

in place throughout the Company that ensure best-practice standards of

corporate governance are followed.

We support the NZX Corporate Governance Code 2017 (the NZX Code),

which replaced the Best Practice Code from October 2017. This statement

follows the structure of the new Code and addresses its recommendations.

As at the date of the publication of this Annual Report, the Company

considers its governance practices are substantially compliant with the

NZX Code. The only exception is Recommendation 2.5 Measurements for

Diversity and are explained in Our People section on pages 44-51.

This governance statement was approved by the Board on 20 September

2018 and is current as at that date.

The Company’s constitution, the Board and committee charters,

codes and policies referred to in this statement are available to view at

www.thewarehousegroup.co.nz/investor-centre/corporate-governance

CODE OF ETHICAL BEHAVIOUR

“Directors should set a high standard of ethical behaviour, model this

behaviour, and hold management accountable for delivering these

standards being followed throughout the organisation.”

The Company is committed to fostering the highest standards of ethical

behaviour and good conduct. We believe this is at the heart of having a

reputation as a trusted and respected company that promotes honesty,

integrity and ethical conduct across the organisation in day-to-day

behaviour and decision-making.

Code of Ethics

The Code of Ethics sets out the standards of conduct expected of everyone

working at The Warehouse Group Limited including Directors, our people,

contractors and other agents. The Code of Ethics provides a guide to the

conduct that is consistent with the Company’s values and behaviours,

business goals and legal obligations, and outlines internal reporting

procedures for any breaches. Sanctions for breaches may include serious

disciplinary action, removal from office and dismissal as well as other

remedies, all to the extent permitted by law and as appropriate given the

specific circumstances. An introduction to the Code of Ethics forms part of

the induction and training process of new employees. The Code is available

on the Corporate Governance section of the website and the Company’s

intranet.

Securities Trading Policy

The Company is committed to transparency and fairness in dealing with

all of its stakeholders and to ensuring adherence to all applicable laws and

regulations. The Securities Trading Policy governs trading in the Company’s

securities by Directors, employees and other associated persons. The policy

and timing of black-out periods is set out in the Securities Trading Policy,

and can be found on the Corporate Governance section of the website.

BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence,

skills, knowledge, experience and perspectives.”

Responsibilities of the Board

The central role of the Board is to set the strategic direction, to select and

appoint the Company's Group Chief Executive Officer (Group CEO) and

to oversee the Company’s management and business activities with the

primary objective to create and continue to build, sustainable value for

shareholders.

The Board has adopted a Board Charter which sets out how the Board

will achieve its purpose. The Charter was last approved in April 2018 and

is available in the Corporate Governance section of the website. Going

forward it will be reviewed as required and at least every two years. The

Board’s responsibilities contained in the Charter include:

• set strategic direction and appropriate operating frameworks;

• monitor Management’s performance within those frameworks;

• ensure there are adequate resources available to meet the

Company’s objectives;

• appoint and remove the Group CEO and oversee succession plans for

the senior executive team;

• set criteria for, and evaluate the performance of, the Group CEO and

approve his or her remuneration;

• approve and monitor financial reporting and capital management

including the payment of dividends;

• monitor the financial solvency of the Company;

• subject to shareholder approval being granted, approve the appointment

and retention of the external auditor;

• ensure that effective risk management procedures are in place and are

being used;

• approve timely and balanced communication to shareholders;

• ensure, so far as is reasonably practicable, a safe and healthy working

environment is provided and maintained for all employees, customers,

contractors and visitors;

• promote and authorise ethical and responsible decision-making by the

Company;

• ensure the Company has appropriate corporate governance structures

in place including standards of ethical behaviour;

• annually review, approve and adopt the Diversity Policy and diversity

objectives, and measure achievement against the objectives; and

• ensure that the Board is and remains appropriately skilled to meet the

changing needs of the Company.

Day-to-day management and administration of the Company is undertaken

by the Group CEO in accordance with the strategy, plans and delegations

approved by the Board. The Group CEO is assisted by the executive

management team in delivering the Company’s strategy. The Board has

implemented appropriate procedures to enable management to undertake

its delegated duties and for performance to be assessed. More information

can be found in the Remuneration section on pages 111-113.

Chair

Joan Withers is Chair of The Warehouse Board and was first appointed in

2016. Mrs Withers is an independent, non-executive director. Mrs Withers'

responsibilities include:

• providing leadership to the Board and to the Company;

• ensuring the efficient organisation and conduct of the Board;

• monitoring Board performance annually;

• facilitating Board discussions to ensure core issues facing the Company

are addressed;

• briefing all Directors in relation to issues arising at Board meetings;

• facilitating the effective contribution and ongoing development of all

Directors;

• promoting consultative and respectful relations between Board members

and between the Board and Management; and

• chairing Board and shareholder meetings.

The Warehouse Group Limited charter states the Company’s Chair must

not be the same person who is the Company’s Chief Executive Officer.

Director Appointments

Procedures for the appointment and removal of Directors are governed by

the Company’s constitution. The Corporate Governance and Nominations

Committee is delegated with the responsibility of identifying and

nominating, for the approval of the Board, candidates to fill Board vacancies

as and when they arise. In doing so the Committee will seek to identify the

necessary and desirable competencies that will ensure that any candidate

it puts forward will enable the Board to:

• fulfil its responsibilities;

• represent a variety of skills, expertise, experience (including commercial

and/or industry experience and diversity of backgrounds and thought);

and

• competently address accounting, finance and legal matters.

Governance report

Annual Report 2018103
NAME OF

DIRECTOR

ORIGINALLY

APPOINTED

LAST REAPPOINTED/

ELECTED

Joan Withers23 September 201625 November 2016

Sir Stephen Tindall10 June 199424 November 2017

Keith Smith10 June 199424 November 2017

Antony (Tony) Balfour15 October 201220 November 2015

John Journee17 October 201325 November 2016

Julia Raue23 September 201625 November 2016

During FY18 the Board has spent a significant amount of time at

Board meetings considering initial recommendations of the Corporate

Governance and Nominations Committee regarding potential candidates

for appointment to complement the existing Board skill mix.

The terms and conditions of appointment are set out in a letter of

appointment which details the Director’s duties, term of appointment

(subject to shareholder approval), expectations of the role and

remuneration. A copy of the standard letter is available in the Corporate

Governance section of the website.

In addition, the Company indemnifies and provides insurance to Directors

in accordance with The Companies Act for certain claims which may be

brought against them as Directors.

Board structure, skills and composition

The current Board comprises Directors with a mix of qualifications, skills

and experience appropriate to the Company’s existing operations and

strategic directions. Qualifications and experience of individual Directors

are detailed on pages 16 and 17,

Director induction and development

When appointed to the Board, all new Directors undergo a detailed

induction programme to familiarise them with the Company’s businesses

and strategy.

Ongoing training includes briefings by senior management and guest

speakers on relevant industry and competitive issues, occasional overseas

study tours and site-visits. Directors are actively encouraged to attend

regular Institute of Director (IOD) courses.

Directors and Board committees have the right, in connection with their

duties and responsibilities, to seek independent professional advice at

the Company’s expense.

Board tenure

The Constitution provides that the size of the Board should be between

five and 10. Each year, one third of the Directors, or if their number is not a

multiple of three then the nearest number to three, shall retire from office and

may offer themselves for re-election at the annual meeting of shareholders.

Directors to retire are those who have been longest in office since they were

last elected or deemed elected.

The Board does not believe that any Director has served on the Board for

a period which could, or could reasonably be perceived to, materially interfere

with the Director’s ability to act in the best interests of the Company. The

Board considers that Directors retain independence of character and

judgement regardless of length of service.

Sir Stephen Tindall was granted a leave of absence from the Board in

October 2017 until October 2018. Sir Stephen Tindall has decided to take a

further 12 months leave of absence from his directorship of The Warehouse

Group due to his current workload which includes the hosting of the 2021

America’s Cup in Auckland, his ongoing work with The Tindall Foundation and

investment vehicle K1W1 and involvement in some of his larger investments

including Lanzatech and Rocket Lab. Robbie Tindall will continue to act as his

alternate on The Warehouse Group board. This extended leave of absence

has been approved by the Board.

Director independence and conflicts

The Board’s standards for determining the independence of a Director,

including the requirements of the NZX Listing Rules, are set out in full

in the Board Charter.

Under this criteria, the Board has a majority of independent Directors and

the roles of Chair and Group Chief Executive Officer (CEO) are not exercised

by the same person.

The Board consists of six Directors. Joan Withers (Chair), Keith Smith

(Deputy Chair), Antony (Tony) Balfour, John Journee and Julia Raue are

considered to be independent non-executive Directors. Sir Stephen

Tindall, and his alternate director Robbie Tindall are not deemed to be

independent by virtue of their shareholding in the Company. The Board

assesses the independence of directors on their appointment and at

least annually thereafter.

The Board is conscious of its obligations to ensure that Directors avoid

conflicts of interest between their duty to the Company and their own

interests. Where conflicts of interest do exist at law then the Director

must disclose their interest. Directors and Team Members are required to

minimise any potential conflicts in line with the Company’s Code of Ethics.

Board evaluation

The Chair, with the assistance of appropriate external advisors, regularly

assesses the performance of individual Directors whilst Directors also

assess the collective performance of the Board and the performance of

the Chair. A formal evaluation is regularly conducted with assistance from

an outside facilitator.

Future Directors programme

Continuing the Company’s commitment to supporting the next generation

of governance talent in New Zealand, the Board appointed Mr Vena Crawley

in August 2017 as part of the Future Directors initiative administered by the

Institute of Directors in New Zealand. Mr Crawley attended the first Board

meeting on 24 August 2017 and his appointment will continue through to

the 2018 Annual Meeting. The Board is in the process of appointing another

Future Director who will commence as soon as practicable after the 2018

Annual Meeting.

BOARD COMMITTEES

“The Board should use committees where this would enhance its

effectiveness in key areas, while still retaining board responsibility.”

The Board has established committees that focus on particular areas of

the Board’s responsibilities and together ensure the efficient performance

of the Board, and the achievement of Corporate Governance outcomes.

The committees report to the full Board on all material matters and issues

requiring Board decisions. From time to time, the Board may create ad hoc

committees to examine specific issues on its behalf. As at the date of this

statement, the Company has no other ad hoc committees.

Current committees

The current committee structure is set out in the table below.

After the 2017 Annual Meeting the Board reviewed the composition

of committees and Keith Smith was appointed Chair of the Audit and

Risk Committee, Joan Withers was appointed Chair of the Corporate

Governance and Nominations Committee and Tony Balfour was appointed

Chair of the People and Remuneration Committee.

In December 2017 the Board decided to introduce a Health, Safety and

Wellbeing Committee to reflect the importance of health, safety and

wellbeing within the governance framework.

Committee charters

All committees operate under formal charters which define the role,

authority and operations of the committee and can be found in the

Corporate Governance section of the website. Going forward charters

are reviewed as required and at least every two years.

Takeover offer protocols

The Company has takeover protocols that meet the requirements of the

2017 NZX.

Governance report

Tenure

0-3 Years

3-6 Years

6+ Years

The Warehouse Group Limited104
COMMITTEE ROLES AND RESPONSIBILITIES MEMBERSHIP MEETINGS

People and

Remuneration

Committee

Review and make recommendations in relation

to the human resources strategy, the Company’s

remuneration policies and practices and the

remuneration and performance of the Group

Chief Executive Officer.

Comprised of a majority of non-executive,

independent Directors.

Current members:

• Tony Balfour (Chair)

• Joan Withers

• Keith Smith

• Robbie Tindall as alternate for Sir Stephen Tindall

At least twice a year.

Employees may only

attend by invitation.

Corporate

Governance

and

Nominations

Committee

Ensure a high level of corporate governance

through continuous monitoring of international

corporate governance best practice as

promulgated by the relevant authoritative

bodies. Ensure that the board is populated with

an appropriate mix of skills and experience who

collectively provide the diversity of thought and

judgement required.

Comprised of a majority of

independent Directors.

Current members:

• Joan Withers (Chair)

• Keith Smith

• Tony Balfour

• Robbie Tindall as alternate to Sir Stephen Tindall

• Group CEO, CFO and Company Secretary

At least twice a year.

Disclosure

Committee

Support the Company in meeting its disclosure

obligations as set out in the NZX Main Board

Listing Rules, the Companies Act and any

other applicable regulations by overseeing the

Company’s compliance with this Policy.

Comprised of the Chair, Deputy Chair, Chair of the Audit

and Risk Committee, Group Chief Executive Officer, Chief

Financial Officer, Disclosure Officer and Founder.

Current members:

• Keith Smith (Chair)

• Joan Withers

• Robbie Tindall as alternate to Sir Stephen Tindall

• Group CEO, CFO and Company Secretary

Held as required.

Audit

and Risk

Committee

Assist the Board to fulfil its

risk and audit responsibilities.

Comprised of at least three independent Directors.

The Chair will be independent and may not be the

Chair of the Company.

Current members:

• Keith Smith (Chair)

• Joan Withers

• John Journee

• Julia Raue

Keith Smith is a Fellow of the Chartered Accountants

Australia and New Zealand (CAANZ)

At least three times each

year.

Employees may only

attend by invitation.

Health, Safety

and Wellbeing

Committee

Assist the Board to govern health,

safety and wellbeing.

Comprised of all Directors

Chair

• Julia Raue

At the discretion of

the Committee Chair.

BOARD

AUDIT

AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE AND

NOMINATION

COMMITTEE

HEALTH, SAFETY

AND WELLBEING

COMMITTEE

3

DISCLOSURE

COMMITTEE

NUMBER OF MEETINGS

1555171

Tony Balfour141

1

516

John Journee1552

1

71

1

Keith Smith 1455161

Sir Stephen Tindall

2

22

Robbie Tindall134

1

117

Joan Withers15

1

55171

James Ogden522

1

1

Vanessa Stoddart52

1

31

Julia Raue1557

1

Non-committee member in attendance

2

Leave of Absence October 2017 to October 2018

3

Held in conjunction with Board meetings during FY18

Governance report

The table below reports attendance of members at Board and Board Committee meetings during the year ended 29 July 2018.

Annual Report 2018105
REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting

and in the timeliness and balance of corporate disclosures.”

The Board is committed to providing full and timely financial and non-

financial information that is accurate, balanced, meaningful and consistent.

As a listed company, keeping the market informed is a key component to

ensure the securities are valued fairly.

Market Disclosure Policy

The Board has approved a Market Disclosure Policy which describes the

processes designed to ensure that the Company meets its reporting and

disclosure objectives and all disclosure obligations under the NZX Listing Rules.

To assist the Company with its Market Disclosure Policy, the Board has

appointed a Disclosure Committee. The Committee is responsible for making

decisions on what should be disclosed publicly under the Market Disclosure

Policy. The Company Secretary is the Disclosure Officer of the Company and

has responsibility for ensuring compliance with the continuous disclosure

requirements, and overseeing and co-ordinating disclosure to the market.

Financial reporting

The Audit and Risk Committee oversees the quality and integrity of external

financial reporting including the accuracy, completeness and timeliness of

financial statements. The Committee is committed to providing balanced,

clear and objective financial reporting.

It reviews half-yearly and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas

of judgement, compliance with accounting standards, stock exchange

and legal requirements, and the results of the external and internal audit.

Management accountability for the integrity of the Company’s financial

reporting is reinforced by certification from the CEO and the CFO. The

CEO and CFO have provided the Board with written confirmation that the

Company’s financial report presents a true and fair view, in all material respects,

of the Company’s financial position for the year ended 29 July 2018, and that

operational results are in accordance with relevant accounting standards.

Non-financial reporting

The Company's Corporate Governance section on the website includes all key

governance documents including the Code of Ethics, Board and Committee

Charters and relevant Company policies.

Communities and Environment are at the heart of the Company's culture. Our

philosophy and achievements are outlined on pages 52-67. The Company

reports annually its financial and non-financial contribution to the community,

as well as audited figures on its greenhouse gas emissions. The Company’s

material environmental, economic and social risks are outlined on pages 62-67.

REMUNERATION

“The remuneration of directors and executives should be transparent,

fair and reasonable.”

The Company’s remuneration philosophy, policy and details regarding

executives' remuneration (including remuneration components and

performance criteria) are discussed on pages 111-113. The current

Directors’ fee pool limit is $900,000, which was approved by the

shareholders at the 22 November 2013 annual meeting of shareholders.

Fees are paid for Board and committee roles as indicated below. Directors

are reimbursed for reasonable travel and other costs associated with

fulfilling his or her role. The Chair and Deputy Chair do not receive

additional fees for membership of other Board committees.

The Board considers the advice of independent remuneration consultants

when setting remuneration levels and will not be seeking any increase in

the pool limit at the 2018 Annual Shareholders Meeting.

Actual Director Remuneration 2017/18

NAME OF DIRECTOR

BOARD

FEES

AUDIT

AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE

AND NOMINATIONS

COMMITTEE

DISCLOSURE

COMMITTEE

HEALTH,

SAFETY AND

WELLBEING

COMMITTEE

OTHER

COMMITTEES

SHARES AND

OTHER PAYMENTS

OR BENEFITS

TOTAL

INDIVIDUAL

REMUNERATION

Joan Withers (Chair)

$166,000

(Chair)

-

(member)

-

(member)

-

(Chair)

-

(member)

-

(member)

-- $166,000

Keith Smith (Deputy

Chair)

$115,000

(Deputy Chair)

-

(Chair)

-

(member)

-

(member)

-

(Chair)

-

(member)

- $8,000

2

$123,000

James Ogden

1

$38,000 ------ $8,000

2

$46,000

Tony Balfour $78,525 -

$6,000

(Chair)

--

-

(member)

-- $84,525

Stephen Tindall

3

$78,525 -

$6,000

(member)

-

-

(member)

-

(member)

-- $84,525

Vanessa Stoddart

1

$37,000 ------- $37,000

Julia Raue $78,525

$7,500

(member)

-- -

-

(Chair)

-- $86,025

John Journee $78,525

$7,500

(member)

-- -

-

(member)

-- $86,025

BOARD/COMMITTEE NAMEPOSITIONFEES (PER ANNUM)

Board of Directors

Chair $166,000

1

Deputy Chair $115,000

1


Member $78,525

Audit and Risk Committee

Chair $15,000

Member $7,500

People and Remuneration Committee

Chair $12,000

Member $6,000

Health, Safety and Wellbeing Committee

Chair $12,000

Member-

Corporate Governance and Nominations Committee

Chair-

Member-

Disclosure Committee

Chair-

Member-

1

Includes attendances at committee meetings

1

Retired November 2017

2

Fees in their capacity as directors with the Company's discontinued Financial Services Business

3

Director fees on-paid to

Robbie Tindall, Alternate Director

Governance report

The fees paid to non-executive directors for services in their capacity as directors during the year ended 29 July 2018 totalling $721,100 were paid as follows:

The Warehouse Group Limited106
Engagement of the external auditor

The Company’s external auditor is PricewaterhouseCoopers (“PwC”). PwC

was appointed by shareholders at the 2004 Annual Meeting in accordance

with the provisions of the Companies Act 1993 (Act). PwC is automatically

reappointed as auditor under Section 200 of the Act.

Attendance at the Annual Meeting

PwC, as auditor of the 2018 Financial Statements, has been invited to attend

this year’s Annual Meeting and will be available to answer questions about

the conduct of the audit, preparation and content of the auditors’ report,

accounting policies adopted by The Warehouse Group Limited and the

independence of the auditor in relation to the conduct of the audit.

The Company’s corporate legal advisers, Russell McVeagh, will also attend

the Annual Meeting.

Internal audit

The Company has an internal audit function which is independent of the

Company’s external auditors. The internal audit function of the Company is

undertaken by Ernst and Young and the Company's internal audit team. The

respective internal audit teams report to and are directed by the Audit and

Risk Committee.

Each year, the internal audit programme is approved by the Audit and Risk

Committee. The programme of audit work considers the most significant

areas of business risk in the Company and is developed following

discussions with senior management, review of the business process model

of the Company and consideration of the findings of the strategic risk

assessment. The programme considers risks also in relation to major projects

that are planned or currently under way.

The role of internal audit is to:

• assess the design and operating effectiveness of controls governing

key operations, processes and business risks;

• provide the Board with an assessment, independent of management, as to

the adequacy of the Company’s internal operating and financial controls,

business processes, systems and practices; and

• assist the Board in meeting its corporate governance and regulatory

responsibilities.

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them

to engage with the issuer.”

The Company is committed to providing a high standard of communication

to its investors. The Company believes effective communication achieved by

equal access to timely, accurate and complete information allows investors to

make informed assessments of the Company’s value and prospects. Investor

communication is governed by the Shareholder Communication Policy.

The Company has an investor relations programme which includes

communication through:

• periodic and continuous disclosure to NZX;

• interim and annual reports;

• the Annual Shareholders’ Meeting (ASM);

• the Company’s website which includes financial and operational

information, and key Corporate Governance information; and

• analyst and investor briefings and roadshows.

Engagement with investors

The Company values its dialogue with strategic stakeholders, institutional

and retail investors, and believes effective engagement benefits both

the Company and investors. ASMs, analyst and investor briefings and

roadshows provide an important opportunity for this dialogue. Shareholders

also have the opportunity to direct questions and comments through

investor@twgoup.co.nz.

RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by

the issuer and how to manage them. The Board should regularly verify that

the issuer has appropriate processes that identify and manage potential and

material risks.”

Risk Management Framework

Risk is the chance of something happening that will have an impact on

business objectives. Having established an acceptable risk tolerance,

the Company’s approach is to identify, analyse, evaluate and appropriately

manage risk in the business.

The Company recognises three main types of risk:

• Operational risk – risk to earnings and reputation arising from inadequate

or failed internal processes, people and systems or from external events;

• Business risk – risk to earnings and reputation from business event risk,

legal, compliance or regulatory risk; and

• Market risk – risk to earnings and reputation arising from competitor

activity, product risk and risk associated with changes in financial markets

(such as interest rate, foreign exchange and liquidity risk).

Material risks identified

Information on material risks the business faces and how they are managed,

is outlined on pages 68-71.

Risk management roles and responsibilities

The Board is responsible for reviewing and approving the Company’s risk

management strategy. The Board delegates day-to-day management of risk

to the CEO who may further delegate such responsibilities to executive and

other officers. Inherent in this delegation is the belief that responsibility for

managing risks in the business is the domain of the business unit.

Risk monitoring and evaluation

While the Board of Directors is ultimately responsible for the risk management

of the Company, the Audit and Risk Committee reviews the reports of

management and the external and internal auditors on the effectiveness of

systems for internal control, financial reporting and risk management. To assist

in discharging this responsibility, the Board has in place a number of strategies

designed to safeguard the Company’s assets and interests and ensure the

integrity of reporting. These reports include quarterly reviews of store audit

results and quarterly reports on internal audit findings.

Health and safety

The Company’s approach and process on health and safety initiatives can

be found on pages 44-51.

AUDITORS

“The Board should ensure the quality and independence of the external

audit process.”

Approach to audit governance

The independence of the external auditor is of particular importance to

shareholders and the Board. The Audit and Risk Committee is responsible

for overseeing the external audit of the Company. Accordingly, it monitors

developments in the areas of audit and threats to audit independence to

ensure its policies and practices are consistent with emerging best practice

in these areas.

The Board has adopted a policy on audit independence, the key elements

of which are:

• the external auditor must remain independent of the Company at all times

and comply with the Chartered Accountants Australia and New Zealand

(CAANZ) Code of Ethics;

• the external auditor must monitor its independence and annually report

to the Board that it has remained independent;

• the audit firm is permitted to provide certain non-audit services, set

out in the Audit and Risk Management Committee Charter, that are not

considered to be in conflict with the preservation of the independence

of the auditor; and

• the Audit and Risk Committee must approve significant permissible non-

audit work assignments that are awarded to an external auditor, and the

value of non-audit work must be reported at every Board meeting.

Governance report

Annual Report 2018107
Website

The Company’s website contains a comprehensive set of investor-related

material and data including NZX disclosures and media releases, interim and

annual reports, share-price and dividend information, shareholder meeting

materials and all of the Company’s governance charters and policies.

Annual Shareholders Meeting (ASM)

The ASM provides an opportunity for Directors, the Group CEO, senior

management and the Company’s external auditor to meet shareholders and

answer any questions they may have.

The ASM is held at a convenient time and location as well as being webcast

to maximise participation. The 2018 ASM will be held on 23 November 2018.

The Notice of Meeting will be circulated as soon as possible (at least 28 days

before the meeting) and will be posted on the Company’s website.

In accordance with the Companies Act and Listing Rules, the Company

refers any significant matters to shareholders for approval at the ASM, and

shareholders are given the opportunity to vote by proxy ahead of the meeting

or by polling if attending the meeting in person.

Electronic communication

A key component of the Company’s strategy is cost effectiveness and

minimising the Company’s impact on the environment. Therefore, in 2016

the Board moved to electronic reporting. We understand this does not suit

everyone, so shareholders can request a hard copy of the annual or interim

report to be mailed to them free of charge by contacting Computershare,

our share registrar. We would also encourage shareholders to provide their

email addresses to Computershare to enable them to receive all other

shareholder materials electronically.

Computershare Investor Services Limited

Telephone: +64 9 488 8777

Email: investor@twgroup.co.nz

Difference in practice to the NZX Code

The Company believes it substantially complies with the 2017 NZX code,

with the exception of Recommendation 2.5 Measurements for Diversity.

The Board considers good progress has been made in respect of Diversity

and Inclusion. While quantitative and qualitative measures are in place, the

Company intends to enhance its quantitative measures going forward.

Statutory Disclosures

The Warehouse Group Limited108
DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the Companies Act 1993:

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has provided insurance for, and indemnities to,

Directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate duties. The insurance includes

indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.

Statutory Disclosures

ANTONY (TONY) BALFOUR

Director, Les Mills International Limited

Director, Methven Limited

Director, Mt Difficulty Wines Limited

Director, Real Journeys Limited and subsidiaries

Director, Silver Fern Farms Co-operative Limited

JOHN JOURNEE

Chairman, Flux Foundation Limited (resigned)

Chairman, Max Fashions Holdings Limited and subsidiary

Director, Southern Hospitality Limited (resigned)

Director, Vanishing Point Limited

KEITH SMITH

Chairman, Anderson & O’Leary Limited

Chairman, Goodman (NZ) Limited

Chairman, Healthcare Holdings Limited and subsidiaries

Chairman, Mobile Surgical Services Limited

Chairman, H J Asmuss & Co Limited and subsidiaries

Director, Community Financial Services Limited

Director, Electronic Navigation Limited (resigned)

Director, Enterprise Group Limited and subsidiaries

Director, Gwendoline Holdings Limited (non-trading)

Director, James Raymond Holdings Limited (non-trading)

Director, The Ascot Hospital & Clinics Limited and subsidiaries

Director, Mercury NZ Limited

Director, Tree Scape Limited

Director, Westland Co-operative Dairy Limited

Member, Advisory Board NZ Tax Traders Limited

Trustee, Cornwall Park Trust Board

JULIA RAUE

Director, Jade Software Corporation Limited

Director, Southern Cross Health Society

Director, Television New Zealand Limited

Director, Z Energy Limited

Director & Shareholder, Rowdy Consulting Limited

Member, Risk & Audit Committee of The Treasury

JOAN WITHERS

Chair, Mercury NZ Limited

Director, ANZ Bank New Zealand Limited

Director, On Being Bold Limited

Member, MBIE Economic Development Challenge Group

Trustee, Sweet Louise Foundation

SIR STEPHEN TINDALL

Founding Director, KEA New Zealand

Director, Branches Station Limited

Director, Byron Corporation Limited

Director, Foundation Services Limited

Director, Elliott Street No 5 Limited

Director, K One W One Limited

Director, K One W One (No.2) Limited

Director, K One W One (No.3) Limited

Director, K One W One (No.4) Limited

Director, Lake Pupuke Investments Limited

Director, Norwood Investments Limited

Director, No Holdings Limited

Director, The Gorse Company Limited

Director, Team New Zealand Limited

Director, America’s Cup Event Limited

Trustee, Team New Zealand Trust

Trustee, The Tindall Foundation

Shareholder*, Solar City Ltd

Shareholder*, Velocity Made Good Holdings Ltd

Shareholder*, Ask Nicely Ltd

Shareholder*, Auror Ltd

Shareholder*, Career Engagement Group Ltd

Shareholder*, MEA Mobile Ltd

Shareholder*, PicsOS Ltd

Shareholder*, Qotient Group Ltd

Shareholder*, SLI Systems Ltd

Shareholder*, Snakk Media Ltd

Shareholder*, Sportsground Ltd

Shareholder*, TNX Ltd

Shareholder*, 1Above Ltd

Shareholder*, VWork Ltd

*Indirect interest

ROBERT TINDALL (ALTERNATE DIRECTOR)

#

Trustee, The Tindall Foundation

Director, Foundation Services Limited

Director, Franklin Smith Limited

Director, K One W One Limited

Director, K One W One (No.2) Limited

Director, K One W One (No.3) Limited

Director, K One W One (No.4) Limited

#alternate to Sir Stephen Tindall

Annual Report 2018109
Statutory Disclosures

Share dealings by Directors

During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest

in shares as follows:

Directors’ shareholdings as at 29 July 2018

At 29 July 2018 the following directors, or entities related to them, held interests in the Company shares:

Major shareholdings in which more than one Director has an interest in the same parcel of shares are as follows:

• Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship.

DIRECTORS’ SECURITY PARTICIPATION

BENEFICIAL

INTEREST

BENEFICIAL

INTEREST

NON-BENEFICIAL

INTEREST

NON-BENEFICIAL

INTEREST

RELATED

PARTY

RELATED

PARTY

201820172018201720182017

J Journee172,000172,000

K R Smith 13,25013,2507,602,5728,155,45532,80032,800

R J Tindall

1

4,8004,8007,233,2527,233,25284,738,51184,738,511

Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,0509,6009,600

J Withers8,9141,797,6972,350,580

SHARE TRANSACTION

DATE OF

TRANSACTION

NUMBER OF

ORDINARY SHARES

ACQUIRED/(DISPOSED)CONSIDERATION

J Withers and K R Smith as trustees of The Warehouse

Management Trustee Company No.2 Limited

November 2017(552,883)

Settlement of obligations

under the executive share scheme

J H OgdenNovember 2017(59,000)

On market sale of shares at an

average price of $2.11 per share

K R SmithDecember 2017(4,530,947)Nil, resignation as Trustee

1

Alternate director

The Warehouse Group Limited110
COMPANYDIRECTORS

1-Day LimitedK Nickels

1-Day LiquorK Nickels

Bond and Bond LimitedB Moors, K Nickels

Boye Developments LimitedK Nickels, M Yeoman

Diners Club (NZ) Limited

M Yeoman, K Nickels, G Hansen (R), M Laing (R), J Ogden (R),

K Smith (R), N Grayston (R)

Eldamos Investments LimitedP Judd, K Nickels, P Okhovat

Eldamos Nominees LimitedP Judd

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedB Moors, K Nickels

Noel Leeming Furniture LimitedB Moors, K Nickels

Noel Leeming LimitedB Moors, K Nickels

Noel Leeming Group LimitedB Moors, K Nickels

The Book Depot LimitedK Nickels

The Warehouse Card LimitedK Nickels

The Warehouse Group Support Services LimitedP Judd, K Nickels

The Warehouse Group Investments LimitedN Grayston, T Kasbe, K Nickels, M Yeoman

The Warehouse Investments LimitedK Nickels

The Warehouse LimitedP Judd, K Smith, N Grayston, M Yeoman

The Warehouse Nominees LimitedK Nickels, B Moors

Torpedo7 LimitedP Okhovat, B Moors

TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Products Limited B Moors

TWP No.1 LimitedP Judd, N Tuck

TWP No.3 LimitedP Judd, K Nickels, N Tuck

TWP No.4 LimitedB Moors, K Nickels

TWP No.5 LimitedB Moors, P Okhovat

TWP No.6 LimitedG Hansen (R), M Laing (R), J Ogden (R), K Smith, M Yeoman

Waikato Valley Chocolates LimitedN Craig, P Judd, M Razey, H Vetsch, J Adams (R), M Anderson

Warehouse Stationery LimitedP Judd, P Okhovat

SUBSIDIARY COMPANY DIRECTORS

The following people held office as Directors of subsidiary companies at 29 July 2018. Those who retired during the year are indicated with an ('R').

Statutory Disclosures

Annual Report 2018111
REMUNERATIONNUMBER OF TEAM MEMBERS

($000)

EXCLUDING

SHARE BASED

REMUNERATION

INCLUDING

SHARE BASED

REMUNERATION

100 - 11084 84

110 - 12064 63

120 - 13065 66

130 - 14055 54

140 - 15024 24

150 - 16033 33

160 - 17027 24

170 - 18013 17

180 - 19012 11

190 - 20012 13

200 - 21010 9

210 - 2201 2

220 - 2305 5

230 - 2407 5

240 - 2503 2

250 - 2607 7

260 - 2701 3

270 - 2805 3

280 - 2905 5

290 - 3002 3

300 - 3102 2

310 - 3203 3

320 - 3307 5

330 - 3402 -

340 - 3501 5

REMUNERATIONNUMBER OF TEAM MEMBERS

($000)

EXCLUDING

SHARE BASED

REMUNERATION

INCLUDING

SHARE BASED

REMUNERATION

350 - 360- 1

360 - 3702 -

370 - 3802 2

380 - 3901 2

390 - 4001 1

400 - 410- 1

420 - 4301 1

430 - 4401 1

450 - 4601 1

470 - 4801 -

480 - 4901 1

490 - 5001 2

510 - 5201 2

620 - 6302 -

640 - 650- 1

650 - 660- 1

690 - 7001 -

750 - 760- 1

760 - 7701 1

870 - 8801 -

940 - 950- 1

970 - 9801 -

1040 - 10501 1

1100 - 1110- 1

1780 - 17901 1

TEAM MEMBERS’ REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being

directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the year under review.

Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would not

otherwise have been included in the table reported below.

Team Members also received share-based remuneration during the year as part of the Group’s long-term incentive plans (refer note 14 to the financial

statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee of the compensation

determined using the share price on the date when share options were exercised by the Team Member and/or the share price on the date when share

rights vested.

Statutory Disclosures

The Warehouse Group Limited112
Statutory Disclosures

DESCRIPTIONPERFORMANCE MEASURESPERCENTAGE ACHIEVED

STISet at 50% of base salary for On Target performance.

Combination of financial and non–financial

performance measures.

For this to be payable, the Group must firstly achieve

a gate opener of at least 80% of budgeted Adjusted

NPAT and a minimum level of individual performance

must be achieved.

Financial Measures: 70% weighting:

A combination of achieving EBIT targets for Group and

Financial Services, reducing working capital, and reducing

cost of doing business.

70% x 108%

Individual Measures 30% weighting:

Individual goals relate to delivery of strategic imperatives,

delivering operational imperatives, health and safety,

leadership and community.

30% x 110%

LTICash-based scheme. Potential 50% of base salary

for On Target performance for FY18.

100% weighting based on the three–year average Group

Adjusted NPAT achieved, calculated as a percentage of the

budgeted Group Adjusted NPAT. 50% of potential paid if

>95% of target achieved, increasing to a maximum of 150%

of potential for achievement of 125% of target.

To be set in

September 2020

BASE PACKAGEPAY FOR PERFORMANCE

SALARY

TAXABLE

BENEFITS

SUBTOTALSTILTISUBTOTAL

TOTAL

REMUNERATION

Nick Grayston1,415541,4687687682,236

YEARGROUP CEOTOTAL EARNINGSBASE

TAXABLE

BENEFITSSTI

STI AS % OF

MAXIMUMLTI

FY18Nick Grayston2,2361,4155476896%-

FY17Nick Grayston1,7731,4152533331%-

FY16Nick Grayston1,398934*-464*66%-

Mark Powell64673326--(103)

FY15Mark Powell1,5941,26338--293

FY14Mark Powell1,5611,22751--283

* The FY16 base salary and STI payment for Nick Grayston were pro-rata based on his start date of November 2015.

REMUNERATION REPORT

1. Group CEO remuneration FY18

2. 5 year summary of group CEO remuneration

3. Breakdown of pay for performance (FY18)

4. 5 year summary of total shareholder return performance

TOTAL SHAREHOLDER RETURN

FY14 -16.9%

FY15 -11.0%

FY16 15.2%

FY17 -18.9%

FY18 3.3%

Explanation of the above items

1 The FY18 STI figure for Nick Grayston represents a payment equivalent to 109% of this potential (96% of maximum potential) for delivery of financial and

individual goals (see breakdown below).

2 No LTI will be payable for Nick Grayston until October 2019 when the three-year performance cycle is completed.

3 Nick Grayston joined the Group in November 2015 and replaced Mark Powell, who left at the end of January 2016 following a three-month

handover period.

4 Taxable benefits are the cash value of employer contributions to Kiwisaver contributions made before any employer superannuation contribution tax

(ESCT) has been withheld.

5 The LTI for Mark Powell was equity-settled share-based compensation and represents the annual expense recognised in the income statement for share

rights granted to executives on the fair value of the share rights measured at grant date, which is likely to be different from the market value of the share

rights at the date when and if the share rights vest.

30%

20%

0%

10%

-20%

-10%

F14F15F16F17F18

Annual Report 2018113
Statutory Disclosures

YEAR INVITED% OF SALARYSETTLEMENTPERFORMANCE PERIODMEASURE

FY1850%CashAugust 2017 to July 2020

Three-year average Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1950%CashAugust 2018 to July 2021

Three-year average Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

DESCRIPTIONPERFORMANCE MEASURES

1. Group CEO Pay as a Multiple35.8 measured on fixed remuneration. Median hourly rate of all Team Members is $19.21 per hour.

2 TSR Methodology

Total Shareholder Return has been calculated as the movement in the share price during the period plus any

dividends paid.

3. Board Discretion

The Board of Directors has not exercised any discretion with regards to Group CEO remuneration for FY18.

Any payments made or forecasted are in line with contractual or scheme criteria.

4. OmissionsNo information has been omitted relating to Group CEO remuneration.

5. Any Other ItemsThere are no other items payable payable to the Group CEO that are not disclosed.

6. BenefitsThere are no benefits attributable to the Group CEO due to any loans made.

7. WithholdingsNo part of the Group CEO remuneration has been withheld for any purpose.

8. Estimates

The potential package for Nick Grayston for FY19 has been calculated assuming 100% achievement of financial and

individual goals for the STI.. The Taxable Benefits relate to Kiwisaver contributions and assumes 100% payment of the STI.

9. Related PartiesNo related parties are involved with the Group CEO remuneration.

10. Payments to Past Group CEOsNo additional payments were made to previous Group CEOs during FY18.

11. Fair Value Calculations

Refer to the Executive Long Term Plan note to the financial statements for details regarding the fair value calculation

of equity-settled remuneration for the previous Group CEO.

Explanation: Base salary is set at $1.432 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 95%

of budgeted Group EBIT and this would result in an STI of 25% of base salary. A maximum of 68% of base salary is payable if 200% of individual goals are

exceeded and 110% of budgeted EBIT is achieved. The STI is split: 70% based on Group financial results and 30% individual performance against goals.

LTI is 50% of base salary, settled in cash, and is payable at the end of the three-year performance period. The gate for payment is 95% of budgeted Group

Adjusted NPAT and this would result in LTI of 25% of base salary. A maximum of 75% of base salary is payable if 125% of budgeted Group Adjusted NPAT

is achieved.

REMUNERATION POLICY AND DISCLOSURES

5. Potential Group CEO remuneration (FY19)

BASEON TARGETMAXIMUM

4000

3000

1000

2000

0

100%41%

28%

31%

50%

LTI

STI

BASE

BASE PACKAGEPAY FOR PERFORMANCE

$000SALARY

TAXABLE

BENEFITS

SUBTOTALSTILTISUBTOTAL

TOTAL

REMUNERATION

Nick Grayston1,432641,4877167161,4322,919

6. Scheme Investments awarded to Group CEO

7. Required disclosures per guidelines

25%

25%

The Warehouse Group Limited114
NUMBER OF

ORDINARY SHARES

PERCENTAGE OF

ORDINARY SHARES

Sir Stephen Tindall93,687,09627.01%

The Tindall Foundation Inc73,920,49621.31%

James Pascoe Limited67,254,04219.39%

Cash Wholesalers Limited10,373,3632.99%

Foodstuffs Auckland Nominees Limited10,373,3632.99%

Wardell Bros & Coy Ltd10,373,3632.99%

Citibank Nominees (New Zealand) Limited - NZCSD A/C5,200,6331.50%

Sir Stephen Tindall, JR Avery and B Mayo-Smith (as Trustees)3,778,1491.09%

RG Tindall, GM Tindall, Sir Stephen Tindall & Pupuke Trustee Limited (as Trustees)3,455,1031.00%

Accident Compensation Corporation - NZCSD 2,655,4590.77%

HSBC Nominees (New Zealand) Limited - NZCSD1,808,4510.52%

JB Were (NZ) Nominees Limited1,639,3180.47%

HSBC Nominees (New Zealand) Limited - NZCSD1,215,3080.35%

The Warehouse Management Trustee Company No.2 Limited781,8220.23%

Stephen Robert Tindall and John Richard Avery and Brian Mayo-Smith 752,7980.22%

FNZ Custodians Limited700,4660.20%

The Warehouse Management Trustee Company Limited667,1740.19%

James Raymond Holdings Limited600,0000.17%

Custodial Services Limited <A/C 4>510,1550.15%

Custodial Services Limited <A/C 3>480,0710.14%

290,226,630 83.68%

RELEVANT

INTEREST

DATE OF

NOTICE

James Pascoe Limited68,270,08110 May 2018

Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited31,120,08923 March 2007

Sir Stephen Tindall84,141,52419 March 2004

The Tindall Foundation66,323,22019 March 2004

1

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 31 July

2018 total holdings in NZSCD were 11,723,026 or 3.38% of shares on issue.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 29 July 2018, the substantial product holders in the

Company and their relevant interests are noted below:

Statutory Disclosures

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 31 JULY 2018

Annual Report 2018115
Statutory Disclosures

SIZE OF SHAREHOLDING

NUMBER OF

SHAREHOLDERS PERCENTAGE

NUMBER OF

SHARES PERCENTAGE

1 - 1,000 3,886 36.61% 1,828,475 0.53%

1,001 - 5,000 4,372 41.19% 9,637,973 2.78%

5,001 - 10,000 1,135 10.69% 7,432,744 2.14%

10,001 - 100,000 1,140 10.74% 25,287,077 7.29%

100,000 and over 82 0.77% 302,656,851 87.26%

10,615 100.00% 346,843,120 100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland 4,062 38.27% 305,040,447 87.95%

Waikato and Central North Island 2,226 20.97% 11,789,440 3.40%

Lower North Island and Wellington 1,505 14.18% 7,661,823 2.21%

Canterbury, Marlborough and Westland 1,133 10.67% 16,159,712 4.66%

Otago and Southland 745 7.02% 3,635,243 1.05%

Australia 793 7.47% 1,402,285 0.40%

Other Overseas 151 1.42% 1,154,170 0.33%

10,615 100.00% 346,843,120 100.00%

SIZE OF BONDHOLDING

NUMBER OF

BONDHOLDERS PERCENTAGE

NUMBER

OF BONDS PERCENTAGE

5,000 - 9,999 616 31.53% 3,866,000 3.08%

10,000 - 49,999 1,119 57.27% 20,457,000 16.37%

50,000 - 99,999 123 6.29% 7,698,000 6.16%

100,000 - 499,999 81 4.15% 11,657,000 9.33%

500,000 - 999,999 3 0.15% 1,636,000 1.31%

1,000,000 and over 12 0.61% 79,686,000 63.75%

1,954 100.00% 125,000,000 100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland 778 39.82% 38,562,000 30.85%

Waikato and Central North Island 343 17.55% 46,988,000 37.59%

Lower North Island and Wellington 399 20.42% 16,066,000 12.85%

Canterbury, Marlborough and Westland 225 11.51% 3,087,000 2.47%

Otago and Southland 202 10.34% 20,188,000 16.15%

Australia - - - -

Other Overseas 7 0.36% 109,000 0.09%

1,954 100.00% 125,000,000 100.00%

DISTRIBUTION OF BONDHOLDERS AND HOLDINGS AS AT 31 JULY 2018

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 31 JULY 2018

The Warehouse Group Limited116
Other Statutory Information

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on the

New Zealand Stock Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the company on issue

on 31 July 2018 was 346,843,120 fully paid ordinary shares.

Holders of each class of equity security as at 31 July 2018

RIGHTS ATTACHING TO SHARES

Clauses 20-22 of the Company’s constitution set out the voting rights of

shareholders. Ordinary shares in the Company each carry a right to vote on

a poll at any general meeting of shareholders on any resolution. Holders of

ordinary shares may vote at a meeting in person, or by proxy, representative

or attorney. Voting may be conducted by voice, a show of hands or a poll.

Each of the Company’s ordinary shares entitles the holder to one vote.

ON-MARKET SHARE BUY-BACKS

The Company is not, at the date of this annual report, undertaking any

on-market share buy-backs.

ESCROW

Apart from the shares held under the Staff Purchase Plan, the Company

has no securities subject to an escrow agreement.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary shares

every year without interruption since listing on the New Zealand Stock

Exchange in 1994. The Group’s current dividend policy was approved by the

board in September 2015, commencing from the 2016 financial year. The

Group’s dividend policy is to distribute between 75% and 85% of the Retail

Group’s adjusted net profit to shareholders.

On 20 September 2018 the Directors declared a fully imputed final dividend

of 6.0 cents per share bringing the total dividend for the year to 16.0 cents

per share. The dividends will be fully imputed at a rate of 28.0% and will be

paid on 6 December 2018 to all shareholders on the share register at the

close of business on 23 November 2018.

The dividends declared for each of the last five financial years were

as follows:

Cents per share

AUDITOR

PricewaterhouseCoopers have continued to act as auditors of the Company,

and have undertaken the audit of the financial statements for the 29 July

2018 year.

DISCIPLINARY ACTION

The NZX has not taken any disciplinary action against the Company during

the period under review.

DONATIONS

In accordance with section 211(1)(h) of the Companies Act 1993, the

Company records that it donated $663,000 (2017: $634,000) to various

charities during the year. In line with Board policy, no political contributions

were made during the year.

NZX WAIVERS

Details of all waivers granted and published by NZX within or relied upon by

the Company in the 12 months immediately preceding the date two months

before the date of publication of this annual report are available

on the Company’s website www.thewarehousegroup.co.nz

CLASS OF EQUITY

SECURITY

NUMBER OF

HOLDERS

NUMBER OF

SHARES OR RIGHTS

Ordinary Shares10,615346,843,120

Share Rights32628,000

DIVIDENDS20182017201620152014

Interim 10.010.011.011.013.0

Final6.06.05.05.06.0

Total16.016.016.016.019.0

---

Notice pursuant to Section 209 of the Companies Act 1993
and the NZX Main Board Listing Rules

Dear Security holder,

We have pleasure in informing you that our 2018 Annual Report is now available online at www.

thewarehousegroup.co.nz.

Our Annual and Half-year reports are no longer automatically mailed and will instead be uploaded to,

and made publicly available on our website at www.thewarehousegroup.co.nz. We encourage you to

access the documents online as this reduces costs and benefits the environment.

You still have the right to continue to receive hard copies of the reports

Even though the Annual Report is available on our website you can still request that a hard copy

be mailed to you free of charge. To receive a posted copy of the 2018 Annual Report, please tick the

box below, fold this notice where indicated, and return it by mail, or fax to Computershare Investor

Services Limited on +64 9 488 8787 within 15 working days of receiving this notice.

We will then mail the Annual Report, and any future reports, to you as hard copies until you tell us

in writing not to. If you wish to change your communication preference in future you will need to

send written notice of this change to Computershare Investor Services Limited at Private Bag 92119,

Auckland 1142, or update your communication preference online as mentioned below.

If you do not require printed copies of the Annual or Half-year Reports to be mailed to you, then no

action on your part is required.

Please note that The Warehouse Group Limited does not prepare a concise Annual Report.

If you would like to register to receive all future shareholder communications from us by email, or to

update your report options please visit www.investorcentre.com/nz and log in. Select ‘My profile’ and

click on the ‘update’ button on the communication preferences tile. You will need your CSN or Holder

Number and FIN to access Investor Centre and register your account. You will have ongoing access

to this service with your own User ID and password.

Joan Withers

Chair

21 September 2018

Dear Securityholder,

We have pleasure in informing you that our 2017 Annual Report is now available

online at www.thewarehousegroup.co.nz.

Our Annual and Half-year reports are no longer automatically mailed and will instead

be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.

We encourage you to access the documents online as this reduces costs

and benefits the environment.

You still have the right to continue to receive hard copies of the reports

Even though the Annual Report is available on our website you can still request

that a hard copy be mailed to you free of charge. To receive a posted copy of the

2017 Annual Report, please tick the box below, fold this notice where indicated,

and return it by mail or fax to Computershare Investor Services Limited on

+64 9 488 8787 within 15 working days of receiving this notice.

We will then mail the Annual Report, and any future reports, to you as hard copies

until you tell us in writing not to. If you wish to change your election in the future

you will need to send written notice of this change to Computershare Investor

Services Limited at Private Bag 92119, Auckland 1142, or update your communication

preference online as mentioned below.

If you do not require printed copies of the Annual or Half-year Reports to be mailed

to you, then no action on your part is required.

Please note that The Warehouse Group Limited does not prepare a concise

Annual Report.

If you would like to register to receive all future shareholder communications from us

by email, or to update your report options please visit www.investorcentre.com/nz

and log in. Select ‘My profile’ and click on the ‘update’ button on the communication

preferences tile. You will need your CSN or Holder Number and FIN to access

Investor Centre and register your account. You will have ongoing access to this

service with your own User ID and password.

Notice pursuant to Section 209 of the Companies Act 1993

and the NZX Main Board Listing Rules

Please tick:

ONLY COMPLETE THIS

SECTION IF YOU WISH

TO RECEIVE A PRINTED

COPY OF THE REPORTS

Dear Scuityholrc

e

eeedr,hciuWvp

I/We request to receive a printed copy of

The Warehouse Group Limited’s Annual Report

and Half-year Report (when available) each year.

Joan Withers

Chair

18 October 2017

REPORT REQUEST

Dear Securityholder,

We have pleasure in informing you that our 2017 Annual Report is now available

online at www.thewarehousegroup.co.nz.

Our Annual and Half-year reports are no longer automatically mailed and will instead

be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.

We encourage you to access the documents online as this reduces costs

and benefits the environment.

You still have the right to continue to receive hard copies of the reports

Even though the Annual Report is available on our website you can still request

that a hard copy be mailed to you free of charge. To receive a posted copy of the

2017 Annual Report, please tick the box below, fold this notice where indicated,

and return it by mail or fax to Computershare Investor Services Limited on

+64 9 488 8787 within 15 working days of receiving this notice.

We will then mail the Annual Report, and any future reports, to you as hard copies

until you tell us in writing not to. If you wish to change your election in the future

you will need to send written notice of this change to Computershare Investor

Services Limited at Private Bag 92119, Auckland 1142, or update your communication

preference online as mentioned below.

If you do not require printed copies of the Annual or Half-year Reports to be mailed

to you, then no action on your part is required.

Please note that The Warehouse Group Limited does not prepare a concise

Annual Report.

If you would like to register to receive all future shareholder communications from us

by email, or to update your report options please visit www.investorcentre.com/nz

and log in. Select ‘My profile’ and click on the ‘update’ button on the communication

preferences tile. You will need your CSN or Holder Number and FIN to access

Investor Centre and register your account. You will have ongoing access to this

service with your own User ID and password.

Notice pursuant to Section 209 of the Companies Act 1993

and the NZX Main Board Listing Rules

Please tick:

ONLY COMPLETE THIS

SECTION IF YOU WISH

TO RECEIVE A PRINTED

COPY OF THE REPORTS

— Securityholder


Reporting.

I/We request to receive a printed copy of

The Warehouse Group Limited’s Annual Report

and Half-year Report (when available) each year.

Joan Withers

Chair

18 October 2017

REPORT REQUEST

Security holderReporting

Dear Securityholder,

We have pleasure in informing you that our 2017 Annual Report is now available

online at www.thewarehousegroup.co.nz.

Our Annual and Half-year reports are no longer automatically mailed and will instead

be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.

We encourage you to access the documents online as this reduces costs

and benefits the environment.

You still have the right to continue to receive hard copies of the reports

Even though the Annual Report is available on our website you can still request

that a hard copy be mailed to you free of charge. To receive a posted copy of the

2017 Annual Report, please tick the box below, fold this notice where indicated,

and return it by mail or fax to Computershare Investor Services Limited on

+64 9 488 8787 within 15 working days of receiving this notice.

We will then mail the Annual Report, and any future reports, to you as hard copies

until you tell us in writing not to. If you wish to change your election in the future

you will need to send written notice of this change to Computershare Investor

Services Limited at Private Bag 92119, Auckland 1142, or update your communication

preference online as mentioned below.

If you do not require printed copies of the Annual or Half-year Reports to be mailed

to you, then no action on your part is required.

Please note that The Warehouse Group Limited does not prepare a concise

Annual Report.

If you would like to register to receive all future shareholder communications from us

by email, or to update your report options please visit www.investorcentre.com/nz

and log in. Select ‘My profile’ and click on the ‘update’ button on the communication

preferences tile. You will need your CSN or Holder Number and FIN to access

Investor Centre and register your account. You will have ongoing access to this

service with your own User ID and password.

Notice pursuant to Section 209 of the Companies Act 1993

and the NZX Main Board Listing Rules

Please tick:

ONLY COMPLETE THIS

SECTION IF YOU WISH

TO RECEIVE A PRINTED

COPY OF THE REPORTS

— Securityholder


Reporting.

I/We request to receive a printed copy of

The Warehouse Group Limited’s Annual Report

and Half-year Report (when available) each year.

Joan Withers

Chair

18 October 2017

REPORT REQUEST

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.