The Warehouse Group Notice of Meeting

Dear Fellow Shareholder
It is my pleasure, on behalf of the Board, to invite you to the 2019 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 22 November 2019
at 10.00am (New Zealand time).
Group Chief Executive Officer Nick Grayston and I will comment briefly on the performance of the
company during the year to 28 July 2019 and provide you with an update on the company strategy.
Agenda items for this meeting relate to the re-election of Directors, authorisation for Directors to fix
the fees and expenses of the external auditor, and a shareholder approval to alter the company’s
constitution as a result of the company’s transition to the new NZX Listing Rules on 1 March 2019.
In accordance with the requirements of the NZX Listing Rules, myself (Joan Withers) and Julia
Raue retire by rotation and offer ourselves for re-election. The Board unanimously supports the
re-election of Joan Withers and Julia Raue. You can read about our 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 webcast 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,
20 November 2019.
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
23 October 2019
Invitation to the 2019 Annual
Meeting of Shareholders

i. Resolutions 1, 2 and 3 set out above are ordinary resolutions which will be passed if
approved by simple majority (more than 50%) of the votes of shareholders entitled to
vote and voting in person or by proxy or representative.
ii. Resolution 4 set out above is a special resolution which will be passed if approved by
75% or more of the votes of shareholders entitled to vote and voting in person or by
proxy or representative.
iii. All registered shareholders of the Company are entitled to attend and vote at the
meeting.
iv. 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.
v. 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.
vi. The appointment of a proxy or representative does not preclude a shareholder from
attending and voting at the meeting.
vii. 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 discretionary proxies, for which they have authority to vote, in favour of the
resolutions. The Directors standing for re-election will abstain from voting discretionary
proxies in respect of their own re-election.
viii. 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, 20 November 2019. 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, 20 November 2019. 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.
ix. Where a shareholder does not name a person as their proxy but otherwise completes
the proxy form in full, or where a shareholder’s named proxy does not attend the
meeting, the Chair of the Meeting will act as that shareholder’s proxy and will vote in
accordance with that shareholder’s express direction.
Business of the meeting
Chair’s Address
Group Chief Executive Officer’s Review
Annual Report
In relation to the Company’s annual report for the year ended
28 July 2019, 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 Joan Withers be re-elected as a Director of the Company.
Resolution 2
That Julia Raue be re-elected as a Director of the Company.
Resolution 3
That the Directors are authorised to fix the fees and expenses
of PricewaterhouseCoopers as auditor for the ensuing year.
To consider and, if thought fit, to pass the following special
resolution:
Resolution 4
That The Warehouse Group Limited amend its constitution in
the form and manner described in the explanatory notes, with
effect from the close of the Annual Shareholders Meeting.
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
Resolutions 1 and 2 - Directors seeking re-election
In accordance with NZX Listing Rule 2.7.1, Joan Withers
and Julia Raue retire by rotation and, being eligible, offer
themselves for re-election.
The Board (other than Joan Withers and Julia Raue in respect
of their own positions) unanimously recommend that you vote
in favour of the re-election of Joan Withers and Julia Raue as
Directors.
Reasons for the Board’s Recommendations
The Board supports the re-election of Julia Raue and Joan
Withers because the Board considers their experience and skill
sets contribute to the overall mix of functional skills required by
the Board.
Brief biographical details of the Directors seeking re-election
follow:
Notice is hereby given that the 2019 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, 22 November 2019
commencing at 10.00am.
Notes
2

Joan Withers
MBA, CFinstD
Appointed Director 23 September 2016, elected 2016 Annual Meeting
Chair and Independent
Non-Executive Director
3
Board Committees:
Chair of the Health, Safety and Wellbeing Committee and Member
of the Audit and Risk Committee.
Julia is an Independent Director for Z Energy Limited, Television
New Zealand Limited, Southern Cross Health Society and Jade
Software Corporation Limited.
Julia has extensive experience in digital and information
technology, business transformation and strategic planning across
the airline, telecommunications and local government sectors, as
well as not-for-profits in New Zealand. Previously, Julia was the
Chief Information Officer of Air New Zealand (2007– 2015) and she
was awarded the New Zealand CIO of the Year award in 2009.
Board Committees:
Chair of the Corporate Governance and Nomination
Committee, Member of the Audit and Risk Committee, Member
of the Disclosure Committee, Member of the Health, Safety
and Wellbeing Committee and Member of the People and
Remuneration Committee.
Joan has been a professional director for more than 20 years and
spent over 25 years working in the media industry, previously
holding CEO positions at The Radio Network and Fairfax Media.
Her current governance roles include Chair of The Warehouse
Group Limited, and director of ANZ Bank NZ Limited and Sky
Network Television Limited. Joan has previously held Chair
positions at Mercury NZ Limited, Television New Zealand Limited
and Auckland International Airport Limited.
Joan is a Trustee of the Sweet Louise Foundation and is Chair of a
steering committee working to increase the percentage of South
Auckland Maori and Pacific Island students taking up roles in the
health sector.
Julia Raue
CMinstD, GAICD
Appointed Director 23 September 2016, elected 2016 Annual Meeting
Independent Non-Executive
Director
Resolution 3 - Fixing of auditor’s fees and expenses
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.
Resolution 4 - Amendment of Constitution
The Company transitioned to the NZX Listing Rules on 1 March 2019. To comply with the NZX Listing Rules, the Company needs to amend
its constitution. A marked up copy of the Company’s existing constitution showing all of the proposed changes and a clean copy of the
proposed new constitution can be viewed on the Company’s website: www.thewarehousegroup.co.nz. The NZX Listing Rules may be viewed
on the NZX website: www.nzx.com.
In principle, the amendments proposed are limited to those required to conform to the NZX Listing Rules, removing references to the ASX
Listing Rules, changes to update relevant references to legislation and allow for electronic voting.
The most significant proposed changes to the Constitution are summarised below:
• Director rotation: the provision relating to the exemption for a managing director to retire has been removed. The effect of this removal
is that any managing director is treated as any other director and must not hold office without re-election past the third annual
meeting following the Director’s appointment or three years, whichever is longer.
• Restriction on appointment of directors: the Constitution has been amended to reflect that each resolution to appoint, elect or re-
elect a director must be for one director only as required under new Listing Rule 2.3.3.
• ASX: removing references to the ASX and ASX Listing Rules as these are no longer required, given the Company ceased to be listed on
the ASX as of June 2012;
The following amendments are also proposed to update references and reflect developments with electronic voting:
• allowing for electronic means of voting at shareholder meetings if the Board determines to permit this, to allow shareholders to vote by
signifying their assent or dissent by electronic means, including voting on a personal computer, to reflect the alignment of the Listing
Rules with legislation permitting annual meetings to be held by electronic means;
• updating references to refer to current legislation (e.g. the introduction of the Financial Markets Conduct Act 2013 and Financial
Reporting Act 2013) and removing references to repealed legislation (e.g. references to the Securities Transfer Act 1991);
• amending and consolidating clauses for clarity or to reflect market practice, and removing historic clauses; and
• making consequential alterations in numbering.
Pursuant to the Companies Act 1993 (“Companies Act”), the proposed amendments must be approved by a special resolution of
shareholders. The Board unanimously recommends that shareholders vote in favour of the amendments to the constitution.
As the amendments to the constitution do not impose or remove a restriction on the activities of the Company or affect the rights attaching
to shares, the shareholder minority buy-out rights under the Companies Act do not apply.
Russell McVeagh has provided an opinion to NZX that it considers that these amendments comply with the NZX Listing Rules.
Explanatory notes to notice of meeting.

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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, 22 November 2019 commencing at 10.00am.
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.
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The Warehouse Group Limited
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
How to Vote on Items of Business
A shareholder who is entitled to attend the meeting and vote on resolutions is
entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not
be a shareholder of the Company. All your securities will be voted in accordance
with your directions. There are no voting restrictions on the resolutions proposed
in the notice of meeting.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for this purpose. To do this, enter ‘Chair of
the Meeting’ or the name of the Director in the space allocated for the proxy’s
name. If you tick ‘Proxy Discretion’ for a particular resolution, your proxy will
decide how to vote on that resolution. If you do not name a person as your proxy,
or your named proxy or any alternate do not attend the meeting, the Chair will
be appointed your proxy and may only vote in accordance with your express
direction.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking
the ‘For’, ‘Against’ or ‘Abstain’ box in respect of each resolution OR by ticking
the ‘Proxy Discretion’ box in respect of each resolution. A shareholder can direct
the proxy holder in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not tick any boxes
or if multiple boxes are ticked in respect of a resolution then your proxy will
abstain from voting in respect of that resolution.

Attending the Meeting
If you propose to attend the meeting, please bring this form to assist registration.
If a representative of a corporate shareholder or proxy is to attend the meeting
you will need to provide evidence of your authorisation to act prior to admission.
Electronic Voting
You can appoint a proxy to cast your vote electronically by accessing Investor
Vote (www.investorvote.co.nz) in accordance with the above instructions. Use
this option if you will NOT be attending the Meeting and wish to lodge your
proxy electronically. Do not return this form if you have lodged your proxy using
Investor Vote.
Signing Instructions for Postal Proxy Forms
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Proxy Form must be signed by a duly
authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at least
one trustee in accordance with the relevant trust deed (using the rules for an
individual or a company, depending upon whether the trustee is an individual or
a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least
one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an
individual or a company).
Joint Shareholders
Where there are joint holders of shares, this Proxy Form must be signed by all
shareholders.
Power of Attorney
If this Proxy Form is completed by an attorney, the power of attorney or a
certified copy must, if not previously produced to The Warehouse Group Limited,
accompany the Proxy Form together with a certificate of non-revocation of
authority.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am (New Zealand time) Wednesday 20 November 2019

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
ATTENDANCE SLIP
The Warehouse Group Limited Annual Meeting of Shareholders
on Friday 22 November 2019 at 10:00am (New Zealand time)
in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot
Avenue, Greenlane East, Auckland, New Zealand.
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at The Warehouse Group Limited Annual
Meeting of Shareholders on Friday 22 November 2019 at 10:00am (New Zealand time) in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue,
Greenlane East, Auckland, New Zealand and at any adjournment of that meeting.
*If you do not name a person as your proxy, or your named proxy or any alternate do not attend the meeting, the Chair will be appointed your proxy and may only
vote in accordance with your express direction. If the Chair is not directed, they will vote in favour of all resolutions.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your
votes will not be
counted in computing the required majority. If you do not mark a box or you mark multiple boxes your proxy will abstain from voting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint*
I/We being a shareholder/s of
The Warehouse Group Limited
of
or failing him/her
of
AgainstFor
Proxy
Discretion
Abstain
Resolutions
Resolution 1. That Joan Withers be re-elected as a Director of the Company.
Resolution 2. That Julia Raue be re-elected as a Director of the Company.
Resolution 3. That the Directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the ensuing year.
Resolution 4. That The Warehouse Group Limited amend its constitution in the form and manner described in the
explanatory notes, with effect from the close of the Annual Shareholders Meeting.
(Please refer to the Notice of Meeting for details of the above resolutions.)