The Warehouse Group Notice of Meeting

Dear Fellow Shareholder
It is my pleasure, on behalf of the Board, to invite you to the 2018 Annual Meeting of Shareholders
of The Warehouse Group Limited. The meeting will take place in the Guineas Ballroom, Ellerslie
Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand on Friday
23 November 2018 at 10.00am (New Zealand time).
Group Chief Executive Officer Nick Grayston and I will cover the performance of the company during
the year to 29 July 2018, and provide you with an update on the company strategy.
Agenda items for this meeting relate to the election and re-election of Directors and authorisation
for Directors to fix the fees and expenses of the external auditor.
In accordance with the requirements of the NZX Listing Rules, William Easton who was appointed
as a Director on 3 October 2018 by the Directors, is required to retire and is standing for election.
Antony (Tony) Balfour and John Journee retire by rotation and offer themselves for re-election.
The Board unanimously supports the election of William Easton and the re-election of Antony
(Tony) Balfour and John Journee. You can read about their backgrounds in the Explanatory Notes
to the Notice of Annual Meeting attached to this letter.
All shareholders will have a reasonable opportunity at the meeting to ask general questions and
make comments on the financials, business, operations and management of the company. You will
also be able to ask relevant questions of the auditor’s representative.
We recognise the importance of questions, and so invite you to submit them in advance of the
meeting by emailing your questions to asktheboard@thewarehouse.co.nz or by writing to the
Company Secretary, The Warehouse Group Limited, PO Box 33470, Takapuna, Auckland 0740,
New Zealand. We will collate the main themes of the questions and respond to them at the meeting.
If you cannot attend but have access to the internet, you may wish to listen to the meeting live by
web cast on www.thewarehousegroup.co.nz. A recording of the meeting will be available on our
website after the meeting concludes.
If you are unable to attend the meeting, you are entitled to appoint a proxy to vote on your behalf.
I encourage you to complete and lodge the Proxy Form (either by post, fax or online) so that it
reaches Computershare Investor Services Limited by 10.00am (New Zealand time) on Wednesday,
21 November 2018.
For those shareholders who are attending the meeting, please bring the combined Proxy Form and
Voting Paper with you to assist with your registration and for voting purposes. You are invited to
join the Board and senior management for light refreshments at the conclusion of the meeting.
We look forward to welcoming you to the meeting.
Yours sincerely
Joan Withers
Chair
19 October 2018
Invitation to the 2018 Annual
Meeting of Shareholders

i. Each of the resolutions set out above are ordinary resolutions which will be passed if
approved by a simple majority of the votes of shareholders entitled to vote and voting
in person or by proxy or representative.
ii. All shareholders are entitled to attend the meeting.
iii. Any shareholder of the Company entitled to attend and vote at the meeting may
appoint another person as his/her proxy to attend and vote instead of him/her.
A proxy need not be a shareholder of the Company. A proxy form accompanies
this Notice of Meeting.
iv. Any corporation that is a shareholder of the Company may appoint a person as
its representative to attend the meeting and vote on its behalf, in the same manner
as that in which it could appoint a proxy.
v. The appointment of a proxy or representative does not preclude a shareholder from
attending and voting at the meeting.
vi. You may appoint the Chair of the Meeting or any Director, or any other person, as your
proxy. The Chair and Directors, where they are not interested in the resolution, intend
to vote any undirected proxies in favour of the resolutions.
vii. A proxy will not be entitled to vote at the meeting unless a properly completed
proxy form has been received by the Company at the office of the Company’s share
registrar, Computershare Investor Services Limited not less than 48 hours before the
commencement of the meeting, that is not later than 10.00am (New Zealand time)
on Wednesday 21 November 2018. Alternatively, you can appoint a proxy online at
www.investorvote.co.nz. Online proxy appointments must be received by 10.00am
(New Zealand time) on Wednesday 21 November 2018. Any proxy form received after
that time will not be valid for the scheduled meeting. You can post the Proxy Form to
Private Bag 92119, Auckland 1142, New Zealand, or you can deliver the Proxy Form to
Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand or you can fax the form
to +64 9 488 8787.
Business of the meeting
Chair’s Address
Chief Executive Officer’s Review
Annual Report
In relation to the Company’s annual report for the year ended
29 July 2018, to receive and consider the financial statements
for that period, and the auditor’s report on those financial
statements.
Resolutions
To consider and, if thought fit, to pass the following ordinary
resolutions:
Resolution 1
That William Easton be elected as a Director of the Company
Resolution 2
That Antony (Tony) Balfour be re-elected as a Director of
the Company
Resolution 3
That John Journee be re-elected as a Director of the Company
Resolution 4
That the Directors are authorised to fix the fees and expenses
of PricewaterhouseCoopers as auditor for the ensuing year.
Explanatory notes in relation to these Resolutions accompany
this Notice of Meeting.
General business
To consider such other business as may be properly raised
at the meeting.
Explanatory notes to notice of meeting
Director seeking election – Resolution 1
William Easton was appointed as a Director of the Company
by the Directors from 3 October 2018. In accordance with the
requirements of NZX Listing Rule 3.3.6, any Director appointed
by the Directors may only hold office until the next annual
shareholders’ meeting, at which point they are eligible for
election. Accordingly, William Easton is eligible and offers
himself for election.
Directors seeking re-election – Resolutions 2 and 3
In accordance with NZX Listing Rule 3.3.11, Antony (Tony)
Balfour and John Journee retire by rotation and, being
eligible, offer themselves for re-election.
The Board (other than William Easton, Antony (Tony)
Balfour and John Journee in respect of their own positions)
unanimously recommend that you vote in favour of the election
of William Easton and the re-election of Antony (Tony) Balfour
and John Journee as Directors.
Reasons for the Board’s Recommendations
The Board supports the election of William Easton and the
re-election of Antony (Tony) Balfour and John Journee because
the Board considers their experience and skill sets contribute
to the overall mix of functional and strategic competencies
required by the Company.
Brief biographical details of the Directors seeking election
and re-election follow:
Notice is hereby given that the 2018 Annual
Meeting of Shareholders of The Warehouse
Group Limited (“the Company”) will be held in
the Guineas Ballroom, Ellerslie Event Centre,
80-100 Ascot Avenue, Greenlane East, Auckland,
New Zealand on Friday 23 November 2018
commencing at 10.00am.
Notes
2

John has had an extensive retail
career which includes executive
experience across sectors that
span general merchandise,
fashion apparel, FMCG, consumer
electronics, telecommunications,
hospitality and electricity
retailing. Over his 30-year career
he has spent 15 years with The
Warehouse Group, starting as a
joint-venture partner in 1990 and
progressing through senior roles in
operations, marketing, merchandise,
international sourcing and business
development. John has also had
CEO roles with Noel Leeming and
Australasian foodservice distributor
Southern Hospitality.
John rejoined The Warehouse
Group in 2012 when the company
acquired Noel Leeming. He is a
Director of The Warehouse Group
Investments Limited and is also
Chairman of fashion retailer Max
Fashions Limited and Vanishing
Point Ltd/Holdings. John has
previously been Chairman of
electricity retailer Powershop,
software developer Flux Federation
and a director of multichannel
retailer Ezibuy.
Board Committees
Member of the Audit and Risk
Committee and Member of the
Health, Safety and Wellbeing
Committee.
Tony has extensive global retail
and eCommerce experience with
a strong track record in a diverse
range of industries. Most recently,
he was General Manager (Markets)
for Icebreaker Clothing with
responsibility for the company’s
global business units in New Zealand,
Australia, USA, Canada, Europe and
Asia as well as the development
of the company’s rapidly growing
eCommerce and retail business units.
Prior experience includes senior
roles in Monster.com and Seek.com,
both successful online recruitment
sites. Tony also spent nine years at
Nike in senior general management
roles in the USA, Australia and Asia-
Pacific regions. Since 2009, he has
been a director of Silver Fern Farms
Co-operative Limited, New Zealand’s
largest meat company. Tony is also
an independent director at Les Mills
International Limited (the world’s
leading provider of group fitness
programming), Real Journeys
Limited (one of NZs leading tourism
companies), Mt Difficulty Wines
Limited, and NZX Listed Company
Methven Limited.
Board Committees
Chair of the People and
Remuneration Committee and
Member of the Health, Safety
and Wellbeing Committee and
the Corporate Governance and
Nominations Committee.
Will is a seasoned business leader
on the global stage, with a career
spanning over 20 years across
Europe, Asia Pacific (APAC) and
the South Pacific, in key leadership
roles across Facebook, Google,
Microsoft & Coca Cola. Will has
a strong track record of driving
transformational change and digital
transformation across a range of
emerging markets and technologies.
He is currently the Vice President
(& Managing Director) of Facebook,
Australia and New Zealand, having
previously held the position of
Vice President of APAC Emerging
Markets (Singapore). Will has held
Non-Executive roles in Cover-More
(ASX listed – Travel Insurance) and
Dimmi Pty Ltd (on-line restaurant
marketplace) along with advising a
number of early stage technology
start-ups.
Fixing of auditor’s fees and
expenses – Resolution 4
PricewaterhouseCoopers is
automatically reappointed as
auditor under section 207T of the
Companies Act 1993. Resolution 4
authorises the Directors to fix the
fees and expenses of the auditor.
John Journee
BCom, CMInstD, MAICD
Appointed Director 17 October 2013,
re-elected 2016 Annual Meeting
Independent Non-Executive
Director
Antony (Tony)
Balfour
BCom
Appointed Director 15 October 2012,
re-elected 2015 Annual Meeting
Independent Non-Executive
Director
William Easton
BA Hons Financial Services
Appointed Director 3 October 2018
Independent Non-Executive
Director
Explanatory notes to notice of meeting.
3

The Annual Meeting of Shareholders of the
Company will be held in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue,
Greenlane East, Auckland, New Zealand on Friday
23 November 2018 commencing at 10.00am.

Morrin St
Entrance
Ascot
Hospital
McDonald’s
& Countdown
Novotel
Ellerslie
Event Centre
Southern Motorway from CitySouthern Motorway from Hamilton
Car
Park
Directions to the Ellerslie Event Centre from the Southern Motorway
Ellerslie Racecourse is well sign posted from the Southern Motorway. The best exit is ‘Greenlane’.
At the roundabout turn left if travelling from the north on the motorway, or right if travelling from the
south. At the first set of lights turn right. On your left will be Ascot Hospital and on your right, Novotel
Hotel. Turn right at the first roundabout and left at the second roundabout and you will drive into the
grounds of the racecourse. If you continue on through Ellerslie’s main carpark, you will arrive at the
Ellerslie Event Centre. The venue has free parking.
Directions for shareholders attending
the annual meeting.
4