Employee Incentive Scheme

Capital Change Notice

Updated as at 8 May 2019


Section 1: Issuer information
Name of issuer The Warehouse Group Limited
NZX ticker code WHS
Class of financial product Unlisted options to acquire ordinary shares in WHS
ISIN (If unknown, check on NZX website) NZWHSE0001S6
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed N/A
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or
other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

100%
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
As part of an employee incentive scheme, certain
executives of WHS are entitled to be transferred shares
in WHS’ subsidiary, The Warehouse Group Investments
Limited (TWGI), on 17 June 2019 (Tranche 1), 20 March
2020 (Tranche 2) and 26 March 2021 (Tranche 3),
subject to certain conditions, which include continued
employment. The TWGI shares will be transferred to the
executives by The Warehouse Limited (TWL), being the
only other shareholder in TWGI.
Under the incentive scheme, TWL has also granted the
executives put options exercisable over:
• a proportion of their Tranche 2 TWGI shares equal to
their tax obligations in respect of Tranche 1 and
Tranche 2, within 4 weeks of their transfer;
• up to 50% of their Tranche 3 TWGI shares, within 4
weeks of their transfer; and
• their entire TWGI shareholding, at any time within 3
years after 31 March 2021 or within 3 months of
certain ‘good leaver’ events, such as death or
incapacity.
If the put option is exercised, TWL is required to
purchase those TWGI shares at a price based on the
then fair value of the shares in TWGI the subject of the
put option, in consideration for procuring the delivery of
ordinary shares in WHS of equivalent value (using the
volume weighted average market price of WHS shares

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

on NZX for the 10 business days immediately preceding
the exercise of the put option and subject to certain caps
on the number of WHS shares to be delivered to each
participant).
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Employee incentive arrangement authorised under a
Board Resolutions of TWL.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/
Conversion (excluding Treasury Stock) and the
total number of Financial Products of the Class
held as Treasury Stock after the
issue/acquisition/redemption.
N/A
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Rule 4.9.1(b)
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The put options are non-transferable, and are otherwise
on the terms set out above.
Date of issue/acquisition/redemption 17/06/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Joan Withers (Chair)
Contact person for this announcement Jonathan Oram (Group Chief Financial Officer)
Contact phone number 09 217 7651
Contact email address Jonathan.Oram@thewarehouse.co.nz
Date of release through MAP

18/06/2019