The Warehouse Group Limited logo

The Warehouse Group – 2020 Annual Result Announcement

Full Year Results14 October 2020WHSConsumer Discretionary

Results for announcement to the market
Name of issuer The Warehouse Group Limited

Reporting Period 53 weeks to 2 August 2020

Previous Reporting Period 52 weeks to 28 July 2019

Currency New Zealand dollars

$3,172,830

$3,172,873

$44,441

$44,472

Final Dividend

Record Date Not applicable

Dividend Payment Date Not applicable

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Revenue from continuing

operations

up 3.3 %

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

Total Revenue up 3.3 %

Net profit/(loss) from

continuing operations

down (34.0)%

Total net profit/(loss) down (32.0)%

Amount per Quoted Equity

Security

Nil (final dividend)

Imputed amount per

Quoted Equity Security

Not applicable

Current periodPrior comparable period

Net tangible assets per

Quoted Equity Security

$0.697 (02 August 2020) $1.033 (28 July 2019)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The investor presentation and media release which accompany this

announcement, provide information and commentary to explain the financial

performance of the Group for the 53 week period ended 2 August 2020.

Jonathan.Oram@thewarehouse.co.nz

15 October 2020

Authority for this announcement

Name of person authorised to

make this announcement

Jonathan Oram (Group Chief Financial Officer)

Contact person for this

announcement

Jonathan Oram (Group Chief Financial Officer)

09 217 7651

---

Helping Kiwis live
better every day

The Warehouse Group

2020 Annual Results

presentation

This presentation may contain forward looking statements
and projections. There can be no certainty of the outcome

and projections involve known and unknown risks,

uncertainties, assumptions and other important factors

that could cause the actual outcomes to be materially

different from the events or results expressed or implied

by such statements and projections.

While all reasonable care has been taken in the

preparation of this presentation, The Warehouse Group

Limited does not make any representation, assurance or

guarantees as to the accuracy or completeness of any

information in this presentation. The forward-looking

statements and projections in this report reflect views held

at the date of this presentation.

Except as required by applicable law or any applicable

Listing Rules, the Relevant Persons disclaim any

obligation or undertaking to update any information in this

presentation.

A number of non-GAAP financial measures are used in

this presentation. You should not consider any of these in

isolation from, or as a substitute for, the information

provided in the audited financial statements, which are

available at www.thewarehousegroup.co.nz.

This presentation does not constitute investment advice,

or an inducement, recommendation or offer to buy or sell

any securities in The Warehouse Group Limited.

2

DISCLAIMER

3
2020 AT A GLANCE4

Joan Withers

CHAIR’S UPDATE6

Joan Withers

GROUP UPDATE10

Nick Grayston

GROUP FINANCIALS18

Jonathan Oram

DIVISIONAL PERFORMANCE26

Jonathan Oram

OUTLOOK32

Joan Withers

4
2.3M

average customer

store visits per week

(5)

$3.2BN

Group Sales

3.3%

(1)

on last year

up

1.FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 Group Sales saw an increase of 1.5% compared to FY19.

2.Excluding the receipt of the wage subsidy received, the Reported NPAT would have been a loss of $4.3 million.

3.Adjusted Net Profit After Tax (NPAT) is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located on slide 22.

4.As at 14 October 2020 net cash is approximately $80 million.

5.Excluding weeks impacted by store closures during COVID-19 lockdown periods.

$80.7M

Adjusted NPAT

(3)

9.0%

on last year

up

2020 AT A GLANCE

$168.1M

Net cash

(4)

55.2%

growth in

online sales

11.4%

of Group sales

were online

103.2%

growth in Click

& Collect sales

$44.5M

Reported NPAT

32%

(2)

on last year

down

5
1.25M

online orders placed

during Alert Levels 4-2

Diverted77%of

operational waste from landfills

products have sustainable attributes or

packaging accounting for over

over6,000

$100Mannual sales

Raised$3.9Mfor New Zealand

charities and communities in FY20

105

Stores operated as fulfilment

centres

(1)

circa11,000

Employees received full wages and salaries

7 weeks

2020 AT A GLANCE

1.30 The Warehouse and Warehouse Stationery Stores and 75 Noel Leeming Stores.

CHAIR’S

The impact of COVID-19
•The move to Level 4 on March 26 closed our stores to the public for seven weeks (49 days)

•The year on year impact of this was a loss in sales for the period of the lockdown of $265 million –a 67% decrease

•We employ around 11,000 people at a cost of around $525 million (over half a billion) per annum

(1)

•The Group claimed a $67.8 million COVID-19 wage subsidy. The receipt of the wage subsidy was crucial to the Group

maintaining its workforce through a time when we were closed to customers and faced significant sales uncertainty

•We continued to provide 100% of pay to our employees. On average the wage subsidy equated to around 55% of our

normal wage and salary expense over the period to which the subsidy applied

•On 26 March 2020 when it was evident that the impact of COVID-19 was going to be significant and ongoing, the

Board considered the circumstances of these events and decided it was in the best interest of the Group to cancel the

interim dividend. This was not a decision taken lightly and given the level of uncertainty and the need for preservation

of cash flow, it was a necessary one.

7

UPDATE

1.Circa 11,000 was the number at the time of the wage subsidy but the number can go to 12,000 at peak trading –e.g. golden quarter

Repayment of bond and strong net cash position
•A significant reduction in working capital and COVID-19 related cash conservation measures reduced our debt levels

significantly to a net cash balance of $168.1 million as at year end, compared to a net debt position of $76.2 million at

the end of the 2019 financial year

•However, our cash balance has reduced to around $80 million as working capital returns to more normal levels

•In March 2020, the Group increased its banking facilities by $150 million, extending total banking facilities to $330

million and allowing the Group to repay the NZX listed bond of $125 million on 15 June 2020.

•Despite the strong result of the fourth quarter and strong cash balance at year end, we have seen a significant cash

reduction since year end to approximately $80m as the Group returns towards more normal levels of working capital.

Dividend

•Given the loss prior to the wage subsidies, as well as the continued uncertainty around economic activity and trading

outlook, the Group Directors have decided not to pay a dividend for FY20.

8

UPDATE

Our People
•The Group has been through two significant restructuring processes which were in place well before COVID-19.First

at the Store Support Office with the flip to Agile, and second with our store operating model changes at The

Warehouse. These changes, although difficult for all involved, were necessary for the Group to continue to meet the

needs of customers

•We are extremely focused on the health, safety and wellbeing of all our people –ensuring our team members go home

safely at the end of their work day. Our severity 1 events decreased 38% this year.

•In 2020, we implemented an Employee Net Promotor Score and developed processes to define future career

developments, performance and remuneration

•We are very proud of our diversity and inclusion culture throughout the organisation.We maintained our Rainbow Tick

accreditation and achieved the Accessibility Tick accreditation this year.The representation of females in senior

leadership positions increased from 21 in 2019 to 25 in 2020, and we launched “Lean in circles” to provide leadership

development and peer to peer mentoring for women to work towards gender equality

•Last September, we announced our Retail Wage commitment, entitling employees at The Warehouse with at least a

year's worth of service to receive a pay increase to $21.15 this year.

9

UPDATE

FY2017FY2018FY2019FY2020
FY2021 and

beyond>>>

Phase 1

Phase 2

Phase 3

Phase 4

Phase 5

Phase 6

11

RISE

Systems and processes

Digital future / Customer experience

EDLP

Creation of COEs

TRANSFORMATION

Agile ways of working

We “flipped” to our agile ways of working in August 2020. This will:
•empower our teams to deliver solutions quickly and put our customers right at the heart of everything we do, every day

•enable the business with speed to market, collaboration, innovation and productivity

•ensure a consistent and continuously improving ways of working across all category areas supported and led by the expertise of our

chapter leads

•provide the basis for collaborative and customer-centric design innovation, capability and investment

•make our company the best place to work.

12

OF WORKING

13
VALUES

14
We start everything by focusing on our

customers. We wrap our customer

experiences around three unified

enablers: our people, our platforms,

our data.

ECOSYSTEM

15
+0.1%

(2)

Retail Sales

+25%

Online Sales Growth

+65%

Growth in Mobile Web-based

Sales

8.5%

Retail Operating Profit Margin

(230 basis point improvement)

Flat

(1)

Retail Sales

+50%

Online Sales Growth

5.6%

Retail Operating Profit Margin

(60 basis point improvement)

+60%

Growth in Click & Collect

Fulfilment

+96%

The Warehouse App

Sales Growth

+76%

Growth in Click & Collect

Fulfilment

38%

App Sales % of total

The Warehouse Online Sales

BY BRAND

1.FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 The Warehouse Sales decreased 1.6% compared to FY19.

2.On a 52 week like-for-like basis, FY20 Warehouse Stationary Sales decreased 1.6% compared to FY19.

16
-7.7%

Retail Operating Profit Margin

(360 basis point decline)

+9.2%

(1)

Retail Sales

+145%

Online Sales Growth

+19%

Growth in Service Sales

+196%

Growth in Mobile Web-based

Sales

+10.7%

(2)

Retail Sales

+72%

Online Sales Growth

(3)

2

Net new stores opened

(4 new stores, 2 closures)

+77%

Growth in Mobile Web-based

Sales

(3)

4.6%

Retail Operating Profit Margin

(50 basis point improvement)

+130%

Growth in Click & Collect

Fulfilment

+127%

Growth in Click & Collect

Fulfilment

(3)

BY BRAND

1.On a 52 week like-for-like basis, FY20 Noel Leeming Sales increased 7.1% compared to FY19.

2.On a 52 week like-for-like basis, FY20 Torpedo7 Sales increased 9.2% compared to FY19.

3.Excludes 1-Day.

Launched 1 August 2019
Now over 2 million products from 3,500 local and

international brands through over 650 merchants

Launch of TheMarket Club in November 2019 –

free shipping for orders over $45

1m+ monthly sessions

Operating loss of TheMarket.com was $14.7m, in

line with our business plan and is expected to

break even in two to four years

17

GROUP

19
For the year ended 2 August 2020

1.Adjusted for unusual and non-operating items as presented on slide 22. Following the adoption of NZ IFRS 16 (refer note 10 of the Financial

Statements for the year ended 2 August 2020) the non-cash impact relating to the new lease accounting standard are treated as a

component of adjusted net profit.

2.Adjusted for the adoption of NZ IFRS 16.

PERFORMANCE

•Retail Sales up 3.3% on last year, driven by strong top-line

growth in Noel Leeming and Torpedo7. When adjusted for

the 53 weeks in FY20 compared to 52 weeks in FY19, Retail

Sales growth was up 1.5%

•Gross Profit was up 0.6% but at a lower margin to LY

reflecting the H2 impact of COVID-19, product sales mix,

increased inventory provisioning and write-off and higher

clearance activity

•Retail CODB was up 0.2% but down by 90 basis points as a

percentage of sales. This includes continued investment in

TheMarket.com eCommerce platform and $67.8m from the

Government Wage Subsidy received during the first COVID-

19 lockdown

•Overall, Retail Operating Profit increased 3.9% and Reported

NPAT reduced 32%. If the wage subsidies received of

$67.8m are excluded, the Group would have made a loss of

$4.3m

•Adjusted operating cash flow increased 63.7%, driven by a

significant reduction in working capital during the period.

$ million

FY20FY19Variance

Retail Sales

3,172.8 3,071.4

3.3%

Retail Gross Profit

1,034.9 1,028.6

0.6%

Gross Margin %32.6%33.5%(90)

Retail CODB

1

918.1 916.2

0.2%

CODB %28.9%29.8%(90)

Retail Operating Profit

1

116.8 112.4

3.9%

Operating Margin %3.7%3.7%-

Continuing NPAT (Reported)

44.4 67.3

-34.0%

Continuing NPAT (Adjusted)

1

80.7 74.1

9.0%

NPAT (Reported)

44.5 65.4

-32.0%

Adjusted Operating Cash Flow

2

324.2198.0

63.7%

Ordinary Dividend (cps)

-17.0

(17.0)

20
For the year ended 2 August 2020

PERFORMANCE

$ millionH2H1

20202019Variance20202019Variance

Retail Sales

1,489.4 1,430.8

4.1%

1,683.4 1,640.5

2.6%

Retail Gross Profit

468.8 495.4

-5.4%

566.1 533.2

6.2%

Gross Margin %31.5%34.6%(310)33.6%32.5%110

Retail CODB

419.9 443.5

-5.3%

498.2 472.7

5.4%

CODB %28.2%31.0%(280)29.6%28.8%80

Retail Operating Profit

48.9 51.9

-5.8%

67.9 60.5

12.3%

Operating Margin %3.3%3.6%(30)4.0%3.7%30

Continuing NPAT (Adjusted)

34.5 34.5

0.1%

46.2 39.6

16.7%

•In the first half, the Group made significant progress in its Retail Gross Profit and Gross Margin. This was particularly inThe Warehouse

with Gross Margin up 160bps and Warehouse Stationery with Gross Margin up 230bps.

•COVID-19’s impact on the second half, though largely neutral in sales, impacted through product mix, clearance activity and the quality

of closing inventory and therefore provisioning.

SALES TREND
21

(100%)

(80%)

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

W1W2W3W4W5W6W7W8W9

W10W11W12W13W14W15W16W17W18W19W20W21W22W23W24W25W26W27W28W29W30W31W32W33W34W35W36W37W38W39W40W41W42W43W44W45W46W47W48W49W50W51W52W53

Weekly YoY growth

Q1Q2H1Q3Q4H2Total (53 wks)Wk53Total (52 wks)

$m$Var LY$Var LY$Var LY$Var LY$Var LY$Var LY$Var LY$$Var LY

The Warehouse368.92.4%569.90.1%938.81.0%297.2-23.0%470.020.5%767.3-1.1%1,706.00.0%28.31,677.7-1.6%

Warehouse Stationery63.02.1%70.8-0.4%133.80.8%64.5-9.8%70.59.6%135.0-0.6%268.80.1%4.7264.1-1.6%

Noel Leeming225.07.3%287.83.6%512.85.2%193.6-10.9%303.637.8%497.113.6%1,010.09.2%19.3990.77.1%

Torpedo7 Group38.13.0%60.314.0%98.49.5%32.0-18.3%60.639.3%92.612.0%191.010.7%2.6188.49.2%

Total

1

694.8

4.0%

988.6

1.7%

1,683.4

2.6%

586.3

-17.9%

903.1

26.1%

1,489.4

4.1%

3,172.8

3.3%

55.23,117.6

1.5%

Black Friday fell into

the first week of

December in 2019

Group sales down 67%

during period of store

closures ($265m vs LY)

1.Total sales includes sales from TheMarket, Other Group operations and Inter-segment eliminations.

22
For the year ended 2 August 2020

1.Impact of NZ IFRS 16 on the income statement is presented in Note 10 in the Notes to the Financial Statements for the period ended 2 August 2020.

REPORTED RESULTS

Retail Operating ProfitNPAT

$ million

FY20FY19FY20FY19

Adjusted Earnings

116.8 112.4 80.7 74.1

Gain on property disposals

0.1 11.8 0.1 8.5

Restructuring costs -Rise

(22.0)(15.7)(15.8)(11.3)

Restructuring costs -Agile

(22.2)-(16.0)-

Change in fair value of derivatives that are

not hedge effective

(6.4)-(4.6)-

Brand impairment (Torpedo7)

(2.5)(5.5)(1.8)(4.0)

Adjustments for NZ IFRS 16

1

40.9 -(0.1)-

Income tax relating to building

depreciation

2.0

Reported Earnings

104.7 103.0 44.5 67.3

Discontinued

-(1.9)

Reported -Attributable to Shareholders

44.5 65.4

To improve the understanding of underlying business performance, the Group adjusts profit for unusual and non-operating items.

Unusual items include profits from the sale of assets and losses associated with adjustments in carrying value of assets, M&Aactivity

and restructuring costs.

•$22.0m of restructuring costs associated with the

transformation programme (internally known as

“Rise”) for success fees payable to management

consultancy firm based on achievement of

expected outcomes

•$22.2m of restructuring costs associated with the

transition to an Agile ways of working, comprising:

•redundancy costs of $13.7m;

•asset impairment costs from store closures

of $4.4m; and

•consultancy fees of $4.0m

•The adoption of NZ IFRS 16 had an impact on

FY20 Retail Operating Profit of $40.9m, including:

•removal of lease expenses + $137.4m; and

•addition of depreciation on leased assets

-$96.4m

•All interest rate hedges have been closed out with

$6.4m recognised as ineffective

•Torpedo7 brand has been fully impaired.

23
SHEET

As at 2 August 2020

$ million

FY20FY19Variance

Inventory

393.6 517.8

(124.2)

Trade and Other Receivables

84.3 90.7

(6.4)

Trade and Other Payables

(420.8)(352.7)

(68.1)

Provisions

(84.9)(82.0)

(2.9)

Working Capital

(27.8)173.8

(201.6)

Fixed Assets

259.7 271.2

(11.5)

Funds Employed

231.9 445.0

(213.1)

Tax Assets

90.8 37.8

53.0

Derivatives

(26.9)(0.1)

(26.8)

Right of Use Assets

774.2 -

774.2

Goodwill and Brands

73.0 75.5

(2.5)

Capital Employed

1,143.0 558.2

584.8

Shareholders Equity

377.1 481.3

(104.2)

Minority Interests

(0.8)0.7

(1.5)

Net Debt

(168.1)76.2

(244.3)

Lease Liabilities

934.8 -

Sources of Funds

1,143.0 558.2

584.8

Book gearing

67.1%13.6%

53.5bps

Gearing per borrowing covenants

0.0%13.6%

-13.6bps

•Significant reduction in inventory level relative to FY19

reflects the Group’s endeavours to balance expectations of

customer demand and cash preservation during a time of

high uncertainty

•The increase in Trade and Other Payables reflects the timing

of the 53

rd

week in the payment cycle and inventory ordering

post the first lockdown

•NZ IFRS 16 has seen significant changes to the presentation

of the Group’s Balance Sheet. Adjustments include

recognising lease liabilities of $934.8m and the associated

right-of-use assets of $774.2m, as well as a reduction in

retained earnings of $108.5m and an increase in deferred tax

assets

•The Group secured additional banking facilities of $150m,

extending the total debt facilities available to $330m. This

enabled the Group to repay the maturing $125m fixed rate

senior bond

•The Group is of the view that it is prudent to maintain high

levels of liquidity in the current trading and economic

environment

•Since year end, working capital levels have continued to

normalise and net cash is now circa $80m.

24
1. Adjusted for impacts of adopting NZ IFRS 16

FLOW

For the year ended 2 August 2020

$ million

FY20FY19Variance

Trading EBITDA

1

175.0 173.0

2.0

Change in working capital

201.3 77.2

124.1

Taxes Paid

(19.9)(26.5)

6.6

Interest Paid

1

(5.5)(8.7)

3.2

Discontinued EBITDA

-(3.1)

3.1

Restructuring costs

(39.8)(15.7)

(24.1)

Other items

13.1 1.8

11.3

Adjusted Operating Cash Flow

1

324.2 198.0

126.2

Capital Expenditure

(64.5)(61.3)

(3.2)

Divestments -PPE

12.0 3.7

8.3

Dividends Paid

(27.9)(52.3)

24.4

Other

0.4 (1.9)

2.3

Net Cash Flow

244.2 142.1

102.1

Opening Net Debt

(76.2)(218.3)

142.1

Closing Net Debt

168.1 (76.2)

244.3

•For consistency between periods, FY20 adjusted

operating cash flows are reduced by the principal

element of right-of-use lease payments ($47.1m), which

are classified as financing rather than operating cash

flows in the reported cash flow per NZ IFRS 16

•Operating cash flow was up $126.2m on prior year

driven by significant decline in working capital

•Restructuring costs relate to consultation fees for

services related to the transformation programme and

Agile ways of working, as well as redundancies

•$12.0m of cash flow from divestments reflects the

deferred consideration from the sale of land adjacent to

the Auckland Support Office received in FY20

•The reduced amount of dividends paid reflects the

cancellation of the interim dividend due to the uncertainty

around the impact of COVID-19

•The Group ended FY20 with net cash of $168.1m,

compared with net debt of $76.2m in FY19 and net debt

of $68.6m at the half year.

25
33%

Stores,

Distribution Centres &

other property

51%

Information

Systems and Digital

Initiatives

16%

Logistics

FY20

Capex Spend

$63.1M

CAPEX SPEND

•At the FY20 interim result, the Group guided to capital

expenditure for FY20 in the range of $70m -$90m

•FY20 capex of $63.1m was below this guidance as the

decision was made during the Alert Level 4 to defer all non-

essential capital expenditure

•The Group continues to invest in platform and system

enhancements, such as re-platforming brand eCommerce

sites onto a Group platform, continued investment in a

Warehouse Management System and development of a

Group loyalty platform

•Expenditure on stores included the opening of The

Warehouse, Warehouse Stationery and Noel Leeming

stores at Lunn Ave, Noel Leeming and Torpedo7 stores at

Northlink(Christchurch) and Torpedo7 stores in Tauranga,

Rotorua and Westfield Newmarket (Auckland)

•Going forward we expect capex to return to the previously

issued guidance of between $100m and $120m per annum.

$191.0m
6.0%

Torpedo7

Group

27

$1,706.0m

53.8%

The

Warehouse

$1,010.0m

31.8%

Noel

Leeming

$268.8m

8.5%

Warehouse

Stationery

$96.3m

The

Warehouse

$46.0m

Noel

Leeming

$22.8m

Warehouse

Stationery

($14.7m)

Torpedo7

Group

-$33.6m

Other*

$116.8m

Total Group

*Includes TheMarket and Other Group operations and eliminations.

-$3.0m

-0.1%

Other*

FY20 Retail Sales

$3,172.8M

SUMMARY

FY20 Retail Operating Profit

For the period ended 2 August 2020
28

•Retail Operating Profit of $96.3m was up 13.2% relative to FY19. Whilst H1

saw Retail Operating Profit grow 28.4% off the back of a strong lift in Gross

Margin %, H2 was down 7.4%, primarily due to the impacts of COVID-19

•This impact was driven by The Warehouse (as well as the other Group

brands) being unable to trade during the first part of the COVID-19 Alert Level

4 Lockdown and then in a limited capacity for essential items online only. This

was expanded to include all items, via online and contactless Click & Collect

during the first Alert Level 3 Lockdown

•Retail Sales for the year were flat to FY19, with H2 down 1.2%, with Sales

over the seven full weeks of Lockdown at Alert Levels 3 and 4 being down

78.5%, before returning to growth of 26.2% in the 11.5 weeks thereafter

•Online sales finished the year up 50%, with H2 up 126% driven by a strong

surge in demand during the COVID-19 Lockdown.

•Gross Margin % was down 70bps for the year driven by write-offs associated

with the store closures during the Alert Level 4 Lockdown, covering Groceries,

Green Gardening and Easter Confectionery and a targeted programme of

clearance activity in Q4, to reduce aged stock

•Operating Profit grew despite the Gross Margin decline due to a 4.0% decline

in CODB which includes the Government Wage Subsidy received during the

first COVID-19 Lockdown

•We closed one store during the year and announced three further closures,

which will occur progressively over FY21.

$million20202019Variance

Retail Sales

1,706.0 1,705.7

0.0%

Same Store Sales10.4%-3.0%1,340 bps

Retail Gross Profit

646.9 658.4

-1.7%

Gross Margin %37.9%38.6%(70) Bps

Retail CODB

550.6 573.3

-4.0%

CODB %32.3%33.6%(130) bps

Retail Operating Profit

96.3 85.1

13.2%

Operating Margin %5.6%5.0%60 bps

Stores

92 93

(1)

For the period ended 2 August 2020
29

* Includes 17 store-within-a-store integrations. 7 integrations implemented in FY20.

•Warehouse Stationery recorded a small lift in Sales and was able to grow its

Gross Margin % 50bps year on year, despite being unable to trade at all

during the first part of the COVID-19 Alert Level 4 Lockdown

•Retail Sales for H2 were down 0.6%, with Sales over the seven full weeks of

Lockdown at Alert Levels 3 and 4, down 74.0%. However, we returned to

positive growth of 13.7% in the 11.5 weeks following

•The Furniture category, which was a beneficiary of the requirement for Kiwis to

work and study from home during and post Lockdown, was the strongest

performing of our categories

•Online sales for the year finished 25% up on LY, driven by a strong surge in

demand during the COVID-19 Lockdown.

•Gross Margin % grew 50bps for the year despite significant clearance activity

in Q4, which was aimed at clearing a build-up in aged stock

•The Retail Operating Profit includes the Government Wage Subsidy received

as a result of the first COVID-19 Lockdown

•The Store-Within-A-Store (SWAS) programme continued, with a further 7

integrations in FY20, bringing the total integrations to 17.

$million20202019Variance

Retail Sales

268.8 268.6

0.1%

Same Store Sales Growth

7.1%-6.0%1,310 bps

Retail Gross Profit

114.4 112.8

1.4%

Gross Margin %

42.5%42.0%50 bps

Retail CODB

91.6 96.1

-4.7%

CODB %

34.0%35.8%(180) bps

Retail Operating Profit

22.8 16.7

36.6%

Operating Margin %

8.5%6.2%230 bps

Stores

71*70*

1

For the period ended 2 August 2020
30

•Noel Leeming had a record profit year in FY20 despite the impact of the

COVID-19. Performance was driven by an acceleration in online as the

business provided customers with the products and services they required to

enable them to work and learn remotely as well as essential home appliances

for food storage and preparation

•Sales hit a milestone of $1b this financial year reflecting our biggest market

share year ever and an increase of 9.2% on LY sales

•Same Store Sales Growth of 17.2% was driven from a significant increase in

online sales of 145%, with strong acceleration inQ4 during COVID-19 and

resulting store closures

•Gross Profit Margin % at 21.9% was 80 bps lower reflecting sales mix due to

higher sales in low margin technology products, particularly in Q4

•Top performing categories with double digit sales growth on LY included

Computers, Computer Accessories, Audio Visual,Imaging and Small

Appliances all driven by consumer demand relating to learning and working

from home. The Services Division also delivered pleasing results in FY20 with

Protection seeing revenue growth of over 19%

•In FY20, we opened two new stores in Lunn Ave, Auckland and Northlink,

Christchurch and relocated our Newmarket, Auckland and Hawera stores.In

addition, we undertook a store network review and as a result 5 stores were

closed including Takapuna, St Lukesand Henderson Clearance Centre in

Auckland, and The Palms and Papanui in Christchurch

•Operating Profit increased by 20.8% to $46.0m with Operating Profit Margin

increasing by 50 bps to 4.6%.

$million20202019Variance

Retail Sales

1,010.0 924.6

9.2%

Same Store Sales Growth

17.2%5.7%1,150 bps

Retail Gross Profit

221.1 210.3

5.2%

Gross Margin %

21.9%22.7%(80) bps

Retail CODB

175.1 172.2

1.7%

CODB %

17.3%18.6%(130) bps

Retail Operating Profit

46.0 38.1

20.8%

Operating Margin %

4.6%4.1%50 bps

Stores

74 77

(3)

For the period ended 2 August 2020
31

•Torpedo7 Group is made up of Torpedo7 (T7) and 1-day businesses

•Group sales were $191m, an increase of 10.7% on FY19 with strong same

store sales growth of 10.4%, influenced by accelerated online sales,

particularly in Q4

•Gross Profit dollars increased by 1% and included additional one-off stock

provisions of $5.3m

•T7 went through some significant change in FY20 with a new CEO, store

network expansion and increased operational and store network investment to

support future profitability

•T7 experienced strong sales in Bike and Fitness categories particularly in Q4

as demand accelerated for these categories during the COVID-19 period as

customers looked for exercise alternatives

•Higher operating costs were driven by the store expansion programme and

investment in a number of key areas to support future growth and profitability

as well as one-off costs of $2.6m in relation to asset write-downs

•Excluding asset impairments, inventory provisioning and write-offs, the

standalone performance of Torpedo7 would have improved in FY20 versus

FY19

•During the year, four new T7 stores were opened in Tauranga, Rotorua,

Northlink(Christchurch) and Westfield Newmarket, offset by two store

closures which were the T7 K-Road store and No1 Fitness in Christchurch

•1-day sales are down on last year following a challenging first half. The online

retailer performed well during the COVID-19 lockdown period and is focused

on streamlining fulfilment to deliver cost savings and an improved customer

experience.

$million20202019Variance

Retail Sales

191.0 172.5

10.7%

Same Store Sales Growth

10.4%1.3%910 bps

Retail Gross Profit

40.2 39.8

1.0%

Gross Margin %

21.0%23.1%(210) bps

Retail CODB

54.9 46.8

17.4%

CODB %

28.7%27.2%150 bps

Retail Operating Profit

(14.7)(7.0)

109.8%

Operating Margin %

-7.7%-4.1%(360) bps

Stores

20 18

2

33
OUTLOOK

•For the first 9 weeks of FY21, we have seen sales increase about 6% on the same period in FY20, inclusive of the

Auckland lockdown. There has been a gradual reduction in the elevation of sales since the end of the first lockdown,

as pent up demand and the impact of wage subsidy and mortgage holidays subside. There appears to be some

benefit to retail spending due to the reduction of alternative spending options, in particular the ability to travel. How

long these remain is uncertain

•The outlook for FY21 played a part in the decision to not pay a final dividend. We remain cautious about economic

activity and the trading outlook and the critical Q2 trading period (including Black Friday, Christmas and Boxing day)

will be more important than ever, as we see a greater risk in the H2 relative to H1

•With the benefit of a strong balance sheet and Agile ways of working, we will continue to invest in our transformation,

with a focus on our core systems, digital platforms and store footprint –in particular the SWAS programme. As we

stated at the end FY19, we expect to have several years of capital expenditure in the range of $100m -$120m.

•We expect further costs in relation to embedding our Agile ways of working of around $8m in FY21

•TheMarket.com will be in the second year of its business plan and we expect an operating loss of $12m -$14m as this

business continues to scale its platform. Torpedo7 is also in its second year of a turnaround plan and we expect the

business to be profit contributing in FY21

•Depending on trading, the Group hopes to return to paying dividends in line with its Dividend Policy in FY21

•As has been the case in previous years, the Group will consider giving guidance for its full year FY21

result at end of the first half of the year.

---

__________________________________________________________________________________

To: Market Information Services Section

NZX Limited

_________________________________________________________________________________


Thursday 15 October 2020


The Warehouse Group FY20 annual result announcement


Key Points

• Group sales were $3.2bn, up 3.3% compared to FY19 and up 1.5% on a 52-week basis

• Reported Net Profit After Tax attributable to shareholders $44.5m, down 32% on last year

• Reported profit less government wage subsidy showed a $4.3m loss

• Group online sales up 55.2%

• For period of lockdown $265m (67%) sales reduction on same time last year

• Adjusted Net Profit After Tax of $80.7m, up 9.0% on last year

• No dividend to be paid for FY20



The Warehouse Group (“the Group”) today announced its audited result for the full year ended 2

August 2020.

As announced in the preliminary unaudited release on 8 October, the Group delivered sales of $3.2

billion, up 3.3% on FY19 or 1.5% when adjusting for FY20 being a 53-week year, compared to 52

weeks in FY19. Group sales in the second half of FY20 were $1.5 billion, up 4.1% on FY19 but flat

when adjusting for FY20 being a 53-week year.

The Group full year Reported NPAT was $44.5 million, down 32% on FY19. The Group Reported NPAT

includes $67.8 million received in wage subsidies. If Reported NPAT is adjusted to exclude the wage

subsidy, the Group would have made a loss of $4.3 million.

The Group Chair Joan Withers said, “The 2020 financial year posed challenges and complexity that we

could never have anticipated, pressure testing our strategy and ability to comprehend changes,

harness and deploy resources and execute successfully in a dynamic and volatile environment.”

The Group’s Adjusted Net Profit After Tax (NPAT) was $80.7m for the 2020 financial year, up 9.0% on

last year, after excluding restructuring costs and other unusual items which totalled $36.3m.

Gross Profit was up 0.6% overall with a second half Gross Profit decline of 5.4% largely offsetting the

6.2% gain in the first half. The lower H2 margin was impacted by COVID-related impacts to product

mix, clearance activity and quality of closing inventory and therefore provisioning. Gross margin for

the year was 32.6% vs 33.5% last year.


Ms Withers said the year-end results are testament to the underlying strength of our brands and their

improved operating performance after several years of transformation initiatives which were

designed to see the business address strong competition including the increased impact of overseas

online competitors.


She acknowledged the impacts of COVID-19, with sales reducing by 67% ($265m) on the same period

last year for the period between 26 March and 13 May when the country was in alert level 4 and 3.

However, by the fourth quarter sales increased by 26% on the same period last year (18% on a 13

week basis) as a result of pent up demand.


“It is heartening that the Group was able to deliver this result during a year in which our stores doors

were closed for seven weeks during New Zealand’s initial lockdown in response to COVID-19.”


Group Chief Executive Nick Grayston said “We are very proud of the resilience that our people

demonstrated in coping with uncertain and unpredictable circumstances as a result of COVID-19,

particularly our fulfilment teams who were dealing with a surge in online demand and new ways of

working to take into account distancing and safety needs.


“Online sales grew 55.2% during the year, now representing 11.4% of Group sales. Click & Collect

sales increased by 103.2%.


“We have seen customer shopping behaviour change as a result of COVID-19 and we expect some

trends, such as increased online shopping, to continue. During the COVID-19 first lockdown, 48% of

our customers surveyed said that 2020 was the first time they had shopped online with us,” said Mr

Grayston.


Mr Grayston said that the 2020 financial year was always planned to be a time of change for the

business, as it adopted a new way of working (Agile) in its head office and updated legacy rosters and

The Warehouse store operating model, more accurately to reflect changing customer shopping

habits.


“Part of the reason we were able to adapt quickly to meet customer needs was due to the pre-work

already in place as part of our move to Agile ways of working involving cross-functional teams which

were empowered to make decisions resulting in a faster speed to market, increased customer

centricity, higher performance, at the same time making The Warehouse Group a great place to

work,” said Mr Grayston.


Cost of Doing Business (CODB) grew at a lesser rate of 0.2% relative to Gross Profit, resulting in

Operating Profit growth of 3.9%. CODB includes the government wage subsidy which was applied for

on the basis of the Government criteria of a 30% revenue reduction in the month of April.


Mr Grayston said “this covered 55% of the Group’s wage bill during the period, while the remaining

portion of salaries and wages were paid by the Group, ensuring that all employees at the time were

paid 100% of their normal salary and wages, as opposed to the scheme-required 80%”.


Given the loss prior to adjusting for the wage subsidy, as well as the continued uncertainty around

economic activity and trading outlook, Group Directors have decided not to pay a dividend for FY20.

Subject to trading over the critical Q2 period and any further alert level restrictions and adverse

economic impacts of COVID-19, the Group hopes to return to paying dividends in line with its

Dividend Policy for FY21.


The Group ended the 2020 financial year with a net cash position of $168.1 million, as a result of

strong working capital management and robust trading conditions following the first seven-week

COVID-19 lockdown period. As the Group returns towards a more normal level of working capital, the

net cash balance has reduced to approximately $80 million. During the year the Group secured

additional banking facilities of $150m, extending the total debt facilities available to $330m. This
enabled the Group to repay the maturing $125m fixed rate senior bond.


More information about The Warehouse Group’s result, financial performance by brand, strategy,

transformation programme and operations can be found in the 2020 Annual Report, available at

www.thewarehousegroup.co.nz.


ENDS

Contact details regarding this announcement:


Investors and Analysts: Jonathan Oram, Chief Financial Officer

+64 21 757 415

jonathan.oram@thewarehouse.co.nz


Media: Nick Grayston, Group Chief Executive Officer

To be contacted via Jordan Schuler, +64211436930

media.enquiries@thewarehouse.co.nz

---

The Warehouse Group

Integrated Annual Report 2020

Helping Kiwis live

better every day

2
The Warehouse Group

4-5

2020 At a Glance

22-24

Our Board

19-21

Our Ecosystem

25

Board Skills Matrix

26-31

Our Brands

10

Sir Stephen Tindall

11

Keith Smith

6-9

Chair’s Report

12-15

CEO’s Report

16

Our Purpose

17

Our Vision

18

Our Shared Values

CONTENTS

DRAFT DRAFT

3
Integrated Annual Report 2020

32-33

Integrated Report

44-45

Our Environment

46-47

Financial Capital

49-53

Financial Statements

72-75

Independent Auditor’s Report

54-71

Notes to Financial Statements

76-77

Annual 5 Year Summary

-

Governance Report

85-90

Statutory Disclosures

91

Directory

36-37

Our Networks

34

Risk & Materiality

38-39

Our People

-1

Our Expertise

42-43

Our Relationships

DRAFT

4
The Warehouse Group

At a glance

of total

Group sales

Online sales

made up

11.4%

1

2020 AT

A GLANCE

$168 .1M

55.2%

Group sales

Reported

N PAT

Adjusted

N PAT

up 9.0% on

last year

3

at year-end

Net cash

2.3M

$3.2B

$44.5M

$80.7M

customer

store visits

per week

4

103.2%

+

96%

growth in Click

& Collect sales

growth in

online sales

up 3.3% on last year

1

down 32% on last year

2

growth in

The Warehouse

app sales

DRAFT DRAFT

5
Integrated Annual Report 2020

Over

products have sustainability attributes or packaging

accounting for over $100 million annual sales

105

11,000

$265M

over

fundraised for New Zealand

charities and communities in

FY20

Employees received full

wages and salaries

67% decrease

in sales

6,000

Loss in sales during

the first lockdown

$3.9M

1.25M

online orders placed during

alert levels 4-2

circa

stores operated

as fulfilment

centres

5

77%

we have diverted

of operational

waste from

landfills

7 WEEKS

STORES


CLOSED

1. FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 Group Sales saw an increase of 1.5% compared to FY19.

2 Excluding the receipt of the wage subsidy received, the Reported NPAT would have been a loss of $4.3 million.

3. Adjusted NPAT is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located in note 5 of the financial statements (page 59)

4. Excluding weeks impacted by store closures during COVID-19 lockdown periods.

5. 30 The Warehouse and Warehouse Stationery stores and 75 Noel Leeming stores

DRAFT

6
The Warehouse Group

Protecting our future in uncertain times

During a period of uncertainty that has tested

New Zealanders’ courage and determination,

The Warehouse Group demonstrated its

resilience by holding true to its course.

The financial year just completed posed challenges

and complexity we could never have anticipated,

testing our ability to comprehend changes, harness

and deploy resources, and execute successfully in

a dynamic and volatile environment.

I want to start my report to shareholders this year

by paying tribute to the exemplary leadership

demonstrated by Group Chief Executive Nick

Grayston and his executive team, all our leaders

across the business and our team members

around the country who have continued, in this

extraordinary year, to ensure we serve our customers

and help Kiwis live better every day.

The Group’s FY20 results provide evidence of the

gains to be achieved by putting our customers

at the centre of everything we do. We have not

deviated from our strategy. Despite unprecedented

disruption we have been able to build value for

our customers, remain flexible in an unpredictable

trading environment and weather the immediate

effects of COVID-19 in a way that would not have

been possible a few years ago.

We are saying goodbye to old ways of doing things and pushing forward with transforming the way

we work. We continue to apply a laser focus to fixing our retail fundamentals and are embracing

opportunities to build a digital future – and we are intensifying these efforts.

We are now on the cusp of the next stage in our evolution: becoming a business that is Agile, with

the discipline, insights and confidence to adapt, focus and deliver even in times of global upheaval

and economic contraction.

While we have been laying the foundations for this move for a long time, the value of the Group’s

transformation has been put to the test in ways no one could have contemplated in the year

under review.

The results

Our adjusted Net Profit After Tax (NPAT) result of $80.7m was a 9.0% increase on last year, with

our reported NPAT being $44.5m. Adjusted NPAT excludes $36.3m in unusual items. This result is a

testament to the underlying strength of our brands and operating performance. It is remarkable that

the Group was able to deliver this result during a year in which our stores’ doors were shuttered for

seven weeks during New Zealand’s initial lockdown in response to COVID-19.

Our Group retail sales over the course of FY20 provide a snapshot of the disruption inflicted by the

global pandemic. We saw good momentum in the first half. We were on track and confident that our

transformation efforts were delivering measurable and sustainable gains.

Our confidence was tested in the second half with the impact of COVID-19 lockdown trading

restrictions which required an initial period of complete closure, followed by a gradual increase in

online sales activity and the eventual reopening of all our stores on 14 May. This disruption had a

significant impact on business performance in the third quarter: retail sales were down $128m or 17.9%.

CHAIR'S REPORT

Chair’s Report

"We are now on the

cusp of the next

stage in our evolution:

becoming a business

that is Agile, with the

discipline, insights

and confidence to

adapt, focus and

deliver even in times

of global upheaval and

economic contraction."

Joan Withers

Chair, The Warehouse Group

DRAFT DRAFT

7
Integrated Annual Report 2020

CHAIR'S REPORT

Consumers returned to our stores in force in the final quarter, lifting total retail sales for the year

to $3.2b.

Reported net profit attributable to shareholders for the year was $44.5m - this compares to $65.4m

last year.

On 26 March 2020, the Board considered the circumstances and uncertainty around the impact

of COVID-19, and decided that it was in the best interest of the company to cancel the previously

declared interim dividend for FY20 of 10 cents, which was due to have been paid on 17 April 2020.

Similarly, the Board determined not to pay a final dividend given the continued uncertainty around

economic activity and our trading outlook.

Staying the same is not an option in retail. For more than three years, we have been dedicated to

transforming our business so we can become New Zealand’s most sustainable, convenient and

customer-first company. An enormous amount of work has gone into that, and it has translated

into a credible financial performance during a time of huge challenges and complexity. We are

committed to leveraging the investment and organisational change we have made to ensure we are

here for the next 100 years.

One important outcome of fixing our retail fundamentals has been our strengthened ability to capture,

manage and utilise data. We are uniquely placed given the breadth and depth of our operations across

the country. The insights the data provides are invaluable and innumerable.

DRAFT

8
The Warehouse Group

We are now accessing customer insights that enable us

to pinpoint shifting patterns of shopping behaviour so the

business can respond with precision: decisions are well-

informed, taken quickly and implemented at pace.

We can also more accurately and speedily track initiatives

we implement and the Board and Executive have clear line

of sight and maintain scrutiny to ensure investments are

adding value.

COVID-19

The scale of the challenges presented by the arrival of

COVID-19 in New Zealand cannot be overstated.

Our people at every level in the business had to rapidly adjust

and do things differently. We were already well down the path

of change. COVID-19 has not altered our direction, but it has

accelerated the pace at which we travelled. Despite all the

disruption, we have flipped to our new Agile way of working

only one month later than originally planned. This has been

a remarkable feat in the circumstances which demonstrates

the increasingly important ability to pivot quickly to

changing circumstances.

One of our early actions was to ensure our people continued

to receive their pay during lockdown. The Group was granted

the initial Government

Wage Subsidy and claimed

a total of $67.8m (after

tax the total received

was $48.8m). The subsidy

was crucial to the Group

maintaining its workforce

through a time when we

were closed to customers

and faced significant sales

uncertainty. This subsidy

was paid in full to our team

members who received

100% of their pay during

this period. On average the

wage subsidy equated to

around 55% of our normal

wage and salary expense

over the period to which the

subsidy applied.

As the nation prepared

to enter alert level 4, the

Government focused first

and foremost on securing

the nation’s health and

we completely supported

that approach. We were,

however, disappointed that the Group had to close its stores

during alert levels 4 and 3. Senior officials and politicians

engaged with the Group and we were receiving advice

from them as New Zealand moved through the COVID-19

alert levels.

We hope we are through the worst of the pandemic in New

Zealand. However, events in August showed that even with

strict controls at our border, the virus can penetrate and spread

in our communities. It is clear that the economic implications

will reverberate here for years to come. All businesses need to

Chair’s Report

react to the new and evolving reality and we are committed

to weathering this storm and ensuring we can serve our

customers through the channels that work for them.

What changed most potently during the COVID-19 crisis was

the rapid escalation in online shopping.

After that initial period of complete closure, our brands moved

to providing online sales of essential items during alert level 4

and then a full online range of products during alert level 3 for

delivery or contactless Click & Collect.

Online sales ballooned and by the end of FY20 had increased

by 55.2% on the prior year, representing 11.4% of total retail

sales for the year.

COVID-19 has changed the way people work, engage socially

and shop. We must continue to pay attention to what this

means for our business.

We will keep adapting our business to meet the needs of this

new normal for our customers. That means prioritising our

resources to deliver in a retail environment that will continue

to present challenges, as well as opportunities.

The successful launch of TheMarket.com in August 2019 is a

case in point. It now offers over 2 million products and across

more than 3500 brands and while

it is still early days, its performance

gives us confidence in the long-

term value of this investment in the

digital future.

The Board is delighted with the

progress and the efforts of the

team to launch and operate what

is effectively a start-up during a

period of such profound upheaval.

It has also been a year in which

we have had to acknowledge that

our systems and processes have

sometimes let us down. During the

run-up to Christmas, our Warehouse

Management System (WMS) did not

perform to expectations, and that

caused frustration for our customers.

The performance glitches were

regrettable and showed that

we had yet to complete fixing

our retail fundamentals. The

executive leadership team took

full responsibility for getting WMS

back on track. Subsequently, the

enhanced performance and metrics

meant the business was in much better shape to respond to

and manage the tsunami of online orders during the COVID-19

lockdown through to early June.

There remains further work to do, but we are heading in the

right direction.

Honouring our commitments

When we published our first Integrated Report last year, we

described how we deploy our resources and manage our

networks, expertise, relationships, environment and financial

capital to create long-term sustainable value.

"While we are

currently in a

solid position, by

making changes

now in the way we

organise ourselves

and assist our

customers, we will

protect our future

in very challenging

times."

Joan Withers

Chair, The Warehouse Group

DRAFT DRAFT

9
Integrated Annual Report 2020

That commitment has not wavered, despite the challenges

we faced during the second half because of COVID-19.

Initiatives include improving accessibility for people with

disabilities, providing private-label period products for $1,

partnering with IBM and schools to lift the digital skills of our

future workforce through the P-TECH initiative, and increasing

the range of products across our brands that have sustainable

attributes – to name but a few. Further detail can be found on

pages 42 and 43.

Capital management

Cancelling the interim dividend after it had been declared was

a very unusual measure for any Board to take in New Zealand.

However, it was the prudent course of action. Similarly our

determination to not pay a final dividend was made after

careful consideration of all the information available to us.

The ongoing transformation efforts and balance sheet initiatives

during FY20 have reduced our debt levels significantly.

The Board is rigorous in its evaluation of the Group’s capital

structure. We work hard to ensure we are making appropriate

investment in value-enhancing initiatives and we are also

highly cognisant of our responsibility to our shareholders.

In March the Group increased its banking facilities by $150m,

extending total banking facilities to $330m – allowing for

the redemption of the Group’s NZX listed bond of $125m

on 15 June.

As at year-end, the Group is in a strong financial position

with a cash balance of $168m, and therefore access to funds

of $498m.

Board activity

Two of our long-standing Directors due to retire by rotation

have confirmed that they will not seek re-election and will

step down at the Group’s Annual Shareholders’ Meeting

in November.

The Warehouse Founder Sir Stephen Tindall and Deputy Chair

and Chair of the Audit and Risk Committee Keith Smith have

served as Directors since 1982 and 1988 respectively.

The Board has been fortunate in having Sir Stephen and Keith

contribute their significant experience and wisdom to the

governance of the business during a period of ongoing change,

increasing competition and major technological developments.

We have specific aknowledgement of Sir Stephen and

Keith’s service to The Warehouse board on pages 10 and 11.

However, I would like to add my personal gratitude to them

both for the enormous support and guidance they have

given me over the years.

The Board welcomed non-executive Director Dean Hamilton

to his first meeting in May 2020. Dean has significant CEO and

financial markets experience and is a valuable addition to the

Board. He will, if elected at the Annual Shareholders’ Meeting,

become the Chair of the Audit and Risk Committee following

Keith’s retirement.

Robbie Tindall has been nominated as a Director of the Group

and will also stand for election at the Annual Shareholders’

Meeting. Robbie was appointed as Sir Stephen’s alternate

in July 2011 and has represented him since Sir Stephen took

leave of absence from the Board in October 2017.

A special call out to Julia Raue who chairs our Health, Safety

and Wellbeing Committee. The work this year, in tandem with

our Health and Safety team in the business, was of particular

importance under the shadow of COVID-19.

During her first year in our Future Director programme,

Renee Mateparae has made an excellent contribution. The

knowledge Renee gained in her leadership role at Spark during

the organisation’s transition to Agile ways of working has been

of particular value.

We have undertaken an independently facilitated,

comprehensive Board performance review, canvassing

Board behaviours and culture as well as individual directorial

performance. Senior executives who interact with the Board

provided input.

The review culminated with a facilitated workshop to share the

findings and most importantly to commit to the actions we will

take as a result of those.

The review should give shareholders confidence that the

Board is committed to the highest standards of corporate

governance. It also provides a focused opportunity to look

at our skills mix and succession planning.

Looking ahead

The business’ own insights show that in the wake of the first

COVID-19 lockdown, six out of seven consumers are now

looking to save money with 64% of customers consciously

cutting their spending.

We anticipate significantly reduced retail demand as the full

economic impact of COVID-19 is felt by consumers over the

course of FY21.

In June 2020 the Group confirmed it would accelerate some

of the changes already planned – including some store

closures and operational changes – due to the uncertainty

associated with COVID-19.

While we are currently in a solid position, by making changes

now in the way we organise ourselves and assist our customers,

we will protect our future in very challenging times.

As I said in my introduction, the contribution of Nick Grayston

and his executive leadership team has been outstanding. My

thanks on behalf of the Board to all those who have worked so

hard during a year beset by the impacts of a pandemic that

has touched every corner of our planet.

My sincere thanks, too, to the Board, which has gone above

and beyond, engaging in frequent virtual meetings and

discussions during the height of COVID-19 alert levels and

providing unfailing support for the Group throughout the

financial year.

To our shareholders, I want to offer our thanks for their

continued support during a year when they had to manage

the impacts on their personal and professional lives

of immense change. The Board is confident the investment

we have made in the last three years to position the Group

will provide sustainable competitive advantage and long-term

shareholder value.

Joan Withers – Chair

DRAFT

10
The Warehouse Group

New Zealand’s retail landscape changed profoundly when

Sir Stephen Tindall opened the first The Warehouse store

in Takapuna in 1982. Reflecting the business’ early mission

statement – “Where people come first and quality is affordable” –

products we now regard as necessities became available to New

Zealanders at affordable prices.

For the first 2 or 3 years he traded out of a small warehouse-

style building in Takapuna.

It was not long before the business expanded. In 1985 The

Warehouse Limited started a new venture in Christchurch on

a 50/50 joint venture partnership basis with H&J Smith Ltd,

also trading under the the name 'The Warehouse' and the basis

for the establishment of regional operations throughout New

Zealand began with other joint venture partners.

Following the opening of the first purpose built hyperstore in

Manukau in May 1992, it became clear that the business had

outgrown the regional JV structure. In April 1993 The Warehouse

Limited became one company to improve efficiency and

coordination. When the company listed in November 1994, it was

the only general merchandise retailer on the New Zealand Stock

Exchange, with 53 stores across 38 cities and towns nationwide

and was already one of New Zealand’s leading retail companies.

Further innovation followed closely after listing including the

implementation of a new computer

system, TUI (Technology Used

Intelligently) in 1995, still in use within

the company, and in 1996 the additions

of distribution centres in both the North

and later in the South Islands equipped

with the latest fully automated

conveyor technology to streamline

stock distribution processes. The Store

Support Office in Northcote was also

completed and opened in 1996, as well

as a The Warehouse internet page created in December 1996,

giving The Warehouse a presence on the worldwide web.

Sir Stephen frequently credits his parents’ work ethic as a force

that has motivated his business achievements. He has also been

inspired by the entrepreneurs Warren Buffett and Microsoft

founder Bill Gates for their philanthropy.

In 1994 Sir Stephen and his wife Lady Margaret Tindall

established The Tindall Foundation, one of New Zealand’s

leading philanthropic foundations that has since donated more

than $184 million to support Kiwi families, communities and the

environment. The Foundation is committed to making a positive

difference in Aotearoa, New Zealand by supporting initiatives

that develop long-term social change and use innovation to

deliver social impact.

Throughout The Warehouse Group’s ongoing expansion, the

business has stayed true to Sir Stephen’s founding principle of

putting the customer first. His insight, advice and counsel have been

and will continue to be important to the business’ executive team.

New Zealand’s wider business community also gains the benefits of

Sir Stephen’s knowledge and generosity. In 1999 he founded K1W1,

a family investment company, which has invested over $250m

into more than 150 start-up and early stage businesses in biotech,

software, clean tech, high tech, and environmental technologies.

He has sponsored Team New Zealand in contesting the America’s

Cup and as Chair of Team New Zealand was involved in winning

the Cup in Bermuda and is now busy helping to prepare Auckland

to host the Cup defence.

Sir Stephen chaired the Growth and Innovation Advisory Board,

the Climate Change Leadership Forum from 2007 to 2009, and

the Broadband Investment Forum from 2008 to 2009. He also

chaired a section of the Job Summit Working Group in 2009, with a

particular focus on Auckland, including an involvement co-funding

the mayor’s taskforce on jobs.

His inspirational leadership and commitment to fostering ingenuity

and sustainable growth have garnered many awards and honours,

including being appointed as an Officer of the New Zealand

Order of Merit (ONZM) in 1997, which became Knight Companion

of the New Zealand Order of Merit in

2009 and was then elevated to Knight

Grand Companion in the 2019 New Year

Honours. He was named Kiwibank New

Zealander of the Year in 2015.

Sir Stephen is one of New Zealand’s

most well-known and highly respected

businessmen. His ingenuity and

entrepreneurship in founding The

Warehouse Group and introducing

affordable products in the 1980s set

the foundation for the continual growth and diversification

which remains a cornerstone of the Group’s philosophy for

continued success.

Sir Stephen has been on a leave of absence from the Board since

October 2017, with Robbie Tindall representing Sir Stephen during

this time. Sir Stephen will retire by rotation and will not seek

re-election at the Group’s Annual Shareholders' Meeting on 27

November 2020. Sir Stephen, The Tindall Foundation and various

other family interests will continue to retain over 50% shareholding

in the Group.

The Board and Management would like to take this opportunity

to thank Sir Stephen and Lady Margaret for their many years

of dedication to the Group and their continued support into

the future.

SIR STEPHEN

TINDALL

DRAFT DRAFT

Sir Stephen is one of New Zealand’s most well-

known and highly respected businessmen, whose

generosity and philanthropic efforts are widely

acknowledged and admired.

Our Founder and Non-Executive Director

11
Integrated Annual Report 2020

Not long after Sir Stephen opened his first store in 1982, Keith

started providing accounting, tax and corporate advice,

bringing to the business the benefits of an extensive financial

background. His professional career has included being a

senior partner in the accounting practice Spicer & Oppenheim

which later became BDO Spicers, and serving as a president of

the New Zealand Institute of Chartered Accountants.

After joining The Warehouse Group Board in 1988, Keith

became the Chair following The Warehouse Group Limited’s

public listing on the New Zealand Stock Exchange in 1994. He

served in that capacity until 2011 when he stepped down and

became the Deputy Chair. In 2017, he became the Chair of the

Audit and Risk Committee.

Keith’s long-standing record of leadership as a director and

advisor to companies covers a diverse range of industries,

including the energy sector, rural services, printing, media

and exporting. He maintains a vital presence on the boards

of other listed companies, including Goodman New Zealand

which he chairs. He is also a director of Mercury NZ Limited,

Sky Network Television Limited, Healthcare Holdings Limited

and several other private companies.

During a period of significant transformation at The

Warehouse Group, Keith’s extensive experience and

financial expertise have been invaluable to the business

as it has acquired and grown to a portfolio of six brands.

Keith has been a major asset to The Warehouse Group

over his many years of service where he has provided

enormous support, experience, financial expertise and

wisdom to the whole Board and the Group. He will be

greatly missed by all those who have worked with him.

Keith will retire by rotation and will not seek re-election

at the Group’s Annual Shareholders’ Meeting on 27

November 2020.

The Board and Management would like to take this

opportunity to thank Keith for his dedication and many

years of service to the Group.

KEITH SMITH

DRAFT

From its earliest days, Keith Smith has played a part in the successes

of The Warehouse Group.

Deputy Chair, Chair of the Audit and Risk Committee

12
The Warehouse Group

CEO'S


REPORT

"At the time of our half-

year announcement, our

results demonstrated that

we were on track with the

implementation of our

strategy and our far-

reaching transformation

programme."

CEO’s Report

Nick Grayston

CEO, The Warehouse Group

DRAFT DRAFT

13
Integrated Annual Report 2020

Strategy stress tested

The global cataclysm wrought by COVID-19 has stress-tested our

strategy, our business and our people far beyond the levels anyone

could have expected or desired. Obviously it has not been business

as usual this year for anyone, anywhere in the world.

Relative to the experiences of those elsewhere we have been

fortunate in New Zealand. Nevertheless, COVID-19’s impact has

made huge demands at every level of The Warehouse Group. Events

during the final months of FY20 required that our teams work in new

ways – whether it be store team members fulfilling online orders

in-store or our Store Support Office teams supporting the customer

engagement centre or working in our fulfilment centre.

Our experience in navigating the uncertainty and restrictions

during New Zealand’s initial response to the pandemic gave us

even greater confidence that the Agile model at our Store Support

Office will support the business with speed to market, collaboration,

innovation and productivity.

After six months of operating frontrunner tribes to help us define

optimal operating models, we moved fully to this way of working in

late August. This will enable us to further increase our focus on New

Zealanders’ needs in a retail environment where the one real constant

is the relentless pace of change.

Learning from adversity

At the time of our half-year announcement, our results demonstrated

that we were on track with the implementation of our strategy and

our far-reaching transformation programme.

We experienced some real challenges during Christmas, brought on

in part by New Zealand’s adoption of heavy discounting as early as

Black Friday in November. Additionally, every six years, there is one

less week between Black Friday and Christmas, which compresses

the selling season and tends to have a profound effect on overall

spending – 2019 was one of those years. We did, however, see a late

wave of spending at the end of a shorter Christmas trading season

which flowed into decent results in January.

Also, we experienced an operational challenge during this period:

the self-inflicted wound we sustained from an initiative to centralise

fulfilment functions for The Warehouse and Warehouse Stationery

and deploy a new Warehouse Management System (WMS).

With the benefit of hindsight, we now know that insufficient user

input and early-stage support in the planning and development

phase, underpinned by poor quality of data, data architecture and

governance, contributed to the issues relating to the WMS project.

We regret that this happened and the inconvenience that it caused

to our customers.

But we have learnt a great deal from the experience, which

underscored that the old-fashioned siloed methods of execution and

hierarchical structures are no longer fit for purpose. It also highlighted

that 25 years of under-investment in information systems and physical

infrastructure is a problem we must address in order to become a

nimble, customer-centric company.

We set in place a very purposeful recovery plan. In addition, one

of our experienced senior executives - Pejman Okhovat - is now in

charge of the integrated supply chain.

We had already planned to shift to an Agile operating model and

the WMS experience further validated its introduction. These

learnings are all the more important given the huge slate of systems

modernisation we have ahead of us.

Our response to the WMS challenge also meant we were much better

placed when COVID-19 hit.

The closure of our physical stores and the subsequent permission

from the Government to sell essentials online proved to be a

quantum leap for our online sales, with 48% of our online purchasers

during this period being new eCommerce customers.

We saw exponential growth in eCommerce in just two months

from April through to June. While not all this growth has survived

lockdown, much of it has and this behaviour shift will have profound

effects on legacy retailers, which necessitates the acceleration of

our transformation.

The institution of social distancing meant we could only deploy 60%

of our people in the fulfilment centre – and that could have crashed

the business totally.

However, the benefit of becoming much more Agile was that

very quickly we opened up 30 The Warehouse and Warehouse

Stationery stores as online fulfilment centres, which took a lot of the

pressure off. We also quickly moved to open all 75 Noel Leeming

stores as fulfilment centres due to demand.

It was by no means perfect. When stores reopened, there were

issues around contactless Click & Collect because we weren’t

designed to satisfy the volumes ordered, exacerbated by the

problems experienced by our delivery service providers.

Yet, by and large, we coped. That would not have been the case

in the last months of calendar year 2019. It’s a real learning from

adversity, and also points into the health of the future.

We still have in front of us a major task in terms of information

system and physical infrastructure upgrades. We have an

integrated systems strategy and are well placed to begin rolling

out improvements. For example, introducing a new finance and

inventory system in The Warehouse will enable real-time visibility

of inventory that will have a customer-facing benefit.

COVID-19: Agile adaptation

In the days immediately prior to New Zealand’s initial COVID-19

lockdown, the Group faced considerable uncertainty.

We had to pivot quickly after unexpectedly being told we could not

operate our stores or online services during alert levels 4 and 3.

Subsequently it became clear that people needed access to our

products so they too could make the necessary adjustments in

their work and home lives.

We worked very closely with the Ministry of Business, Innovation and

Employment (MBIE), and other government officials. We took great

care to do exactly what they asked us to do. We were a participant in

National Emergency Management Agency (NEMA), the Police’s retail-

focused COVID-19 response team, and worked with other retailers

and industry in the lead up to and during lockdown.

We were able to provide an important service to New Zealand

by supplying essential goods online through The Warehouse,

Warehouse Stationery and Noel Leeming.

Our earlier decision to diversify our supply chain by building a

direct sourcing business with relationships into factories in China,

India and Bangladesh stood us in good stead in terms of continuity

of product supply.

In the early stages of New Zealand’s COVID-19 response, we were

fortunate to have front loaded deliveries from China by early

January to account for Chinese New Year. That meant we had three

months’ insulation in the system. In the end, China reopened fairly

quickly, so the impact on our business was more influenced by

decisions as to what and how much in terms of orders to cancel in

ambiguous circumstances around the impact of COVID-19.

In South Asia, many factories have been working through lockdown

because their workers need to continue earning. In an effort to do

the right thing, we have tried to keep our contracts going and have

also taken additional steps to support our partners. These include

distributing COVID-19 safe resource kits prepared by our industry

DRAFT

14
The Warehouse Group

partners to supplier factories. In the case of India, Bangladesh,

and Pakistan, we have contacted factories directly to confirm and

track their COVID-19 management practices, and to ensure that

they were meeting all payment obligations to their workforces and

operating in accordance with any government guidelines.

Delivering value across our brands

Revenue for The Warehouse in FY20 increased marginally to $1.7b,

with gross margin down 70 basis points.

It was pleasing to see the continued increases in quality and

value perception, and to reap the benefits of greater acceptance

of our Every Day Low Prices strategy, which also drove further

productivity improvements.

We are very proud of the resilience that our people demonstrated

in coping with extremely uncertain circumstances as a result of

COVID-19 and the work the fulfilment team has done to meet the

surge in online demand.

Noel Leeming had another record-breaking year – exceeding $1b

revenue for the first time, with operating profit up 20.8% to $46m

this year. Operating margins also improved 50 basis points from

4.1% in FY19 to 4.6% this year.

The continued execution of services and growth into the

commercial business gives us a platform to build into B2B. Services

delivered significant growth with a 19% increase year-on-year. Other

milestones included the successful launch of our new Protection

service plans; the growth of Consultation which delivered over

$2.2m this year; and the introduction of our free Tech Solutions

helpdesk, which has helped over 18,000 customers.

The successful introduction in November of our new digital team

member – Nola – at our Westfield Newmarket store marked a further

leap in innovation. Nola is one of the first human-like interfaces

backed by artificial intelligence in a New Zealand retail store, and

is positioned to help shoppers navigate the store and answer

questions they may have. She is now working in our contact centre

helping customers there too.

We have done some hard yards in Torpedo7. Revenue was up 10.7%

to $191m on last year but there was an operating loss of ($14.7m).

The loss was caused by continued correction of inventory profiles

and the impact of not being able to trade during lockdown and

resulting inventory imbalances.

While we are not there yet on the results, Torpedo7 is expected

to deliver. We are confident that we are making progress towards

profitability and will see a quantum leap in performance in FY21.

The recruitment of Simon West, who became Torpedo7’s CEO in

August 2019, has provided the steady, experienced and dedicated

leadership required to lift the brand’s performance. We are starting

to see evidence of progress with changes to merchandising, the

product mix, improved skill sets in stores, and steps taken to grow

distribution and fulfilment capabilities.

Warehouse Stationery continued to build on the momentum of

its positive performance in FY19. Retail sales were up 0.1% with 50

basis points lift in gross margin. Operating profit also increased from

$16.7m in FY19 to $22.8m this year.

There were seven further integrations of The Warehouse and

Warehouse Stationery stores, taking the total number to 17. These

Red and Blue store integrations are delivering the performance

benefits we had sought, and we continue to assess further

opportunities to bring stores together across our portfolio.

TheMarket.com more than proved its reason for being

during COVID-19 alert levels 4 and 3. It was an extraordinary

achievement by the team to go live in August last year, and to do

so under budget. We have seen good growth, with the number of

merchants choosing to participate on TheMarket.com platform

reaching over 650 by the end of July 2020.

We have learnt a great deal about the drivers and cost metrics of

engagement and acquisition. The focus now is to grow TheMarket.

com’s offerings further and keep leveraging Group strengths to

benefit customers. While we know there is still a lot of work to be

done, TheMarket.com has had a very good foundational year and is

meeting planned performance targets.

As stated earlier, Group online sales accelerated well beyond

expectations due to the impact of rapid changes to our

customers’ shopping options and habits during the COVID-19

lockdown.

We knew before COVID-19 that our digital strategy and expanded

online offerings were a critical component of our future growth.

This year’s results validate continued investment in developing our

online channels.

Here for good

In December 2019, the Group’s Chief Sustainability Officer David

Benattar and I attended COP25 (The Conference of the Parties – the

supreme decision-making body of the United Nations Framework

Convention on Climate Change) in Madrid. As part of the New

Zealand delegation led by Minister for the Environment James

Shaw, we participated in panel discussions and meetings between

government, non-government organisations (NGOs), scientists and

business on the collective global effort to combat climate change.

After moving to become a carbon neutral business last year, we were

honoured to attend and share our perspectives.

While the conference itself ultimately had a disappointing

result, with no global agreement to Article 6 which regulates the

international trade of carbon emission credits, the summit was

full of valuable insights.

In particular, we saw how the engagement of the private sector is

essential to addressing the climate crisis, in ways that governments

and NGOs cannot do. Companies are stepping up globally and

taking action on sustainability because they think it is the right

thing to do and because the customer is requiring it. They are

moving faster than governments which have, so far, failed to deliver

the mechanisms for achieving the Paris Agreement commitments.

COVID-19 will not slow down our commitment to increasing the

element of sustainable product quality and materials, packaging

and consumption that we supply.

We have dedicated our efforts to marrying sustainable attributes

with affordability so customers do not have to pay more. We

now have over 6,000 products with sustainable attributes in our

stores. We are doing much more to tell our customers about those

products, having just launched our ‘Sustainable and Affordable’

campaign to educate our customers around the fact that a value-

based offering doesn’t necessarily require compromise, in terms of

sustainability.

The Group takes seriously its role in helping to upskill New

Zealand’s workforce. For the hundreds of young people

participating in our youth and gateway programmes, like P-TECH

and Red/Blue Shirts in School.

We worked with our partners to move swiftly to provide laptops for

students needing them, and to support curricula and programme

redesign so that learning could be moved online.

In-store training for our Red Shirts in Communities programme

with the Ministry of Social Development was paused as a result

of COVID-19 restrictions.

We have an increasing focus on equality and diversity. In July 2020

we joined other major businesses which signed the ‘NZ Retailers

Against Racism Pledge’ to confirm an ongoing commitment to

address racism proactively, along with a refusal to tolerate other

forms of abuse at work.

CEO’s Report

DRAFT DRAFT

15
Integrated Annual Report 2020

Approximately one in four New Zealanders lives with a physical,

sensory or learning disability, mental health or other challenges.

We partnered with Accessibility Tick, a pan-disability provider, to

make the Group’s workplaces more accessible and inclusive for our

team members and customers with disabilities. In December 2019,

we became the first retailer to achieve the Accessibility Tick.

In September, we announced our Retail Wage commitment, entitling

employees at The Warehouse with at least a year’s worth of service to

receive a pay increase to $21.15 per hour in 2020.

We have also started to trial a new programme aimed at rewarding

our customers and providing them a way to support the causes

they are passionate about. Called ‘Giveit’, the programme enables

customers to access exclusive offers and rewards, via The Warehouse

app and through scanning a QR code in store. Every time a customer

shops with us through their Giveit account, The Warehouse gives

back to a local cause of their choice.

Responding to an uncertain trading environment

COVID-19 caused some major customer changes – particularly the

shift to online. Although peak online numbers dropped after we

reopened our stores, they remain around double the level prior to

the COVID-19 lockdown. It is a change that looks set to stay.

The sustained shift online causes

some specific challenges to our

business model and raises questions

about the need for quite so many

physical store locations.

Good retailers should be assessing

the suitability of their network

continuously. Value for money has

never been more important to our

customers. We can deliver that if

we manage our costs and run our

business efficiently.

That is why we have accelerated

some changes around in-store

operations and the location of some

of our stores in response to our

uncertain trading environment.

It is not just about closing stores.

It’s about evolving our store network

– and that has seen us open new

stores at Lunn Ave in Auckland,

Westfield in Newmarket, and

Northlink in Christchurch.

We have also confirmed and

signalled the closure of several stores including The Warehouse

Birkenhead (Auckland), Dunedin, Johnsonville (Wellington),

Whangaparāoa, and Noel Leeming Takapuna (Auckland), the

Palms and Papanui (Christchurch), Tokoroa, Henderson and St

Lukes Clearance Centres and Warehouse Stationery Te Awamutu.

Our Dunedin Central store will become a 'dark store' to serve our

customers’ online orders.

The result of all these changes could see a reduction of

approximately 320 full-time equivalent roles across the business.

We have made these changes to weather the effects of the varying

economic conditions and customer habits with strength, and help

us to continue to be there for our team of more than 11,000 as well

as for our customers and communities. Very specifically, the growth

of online, both customer direct and via Click & Collect as well as

changing shopping times requires us to redeploy our workforce, in

many cases altering their rosters.

During the year we welcomed some talented new people to our

executive leadership team.

Edwin Gear, our Chief Information Officer, brings a wealth of retail

information services experience. Most recently, he was the Chief

Information Officer of Metcash Australia, and has held prior roles

in New Zealand with Mitre10 and Foodstuffs. Alongside this, Edwin

has extensive operational and broader business experience

together with a strong track record of delivering change and

building and leading teams.

Richard Parker stepped up to become Acting Chief Human

Resources Officer, following Evelyn Ross’ resignation from the role

in January 2020, and has now been appointed in this role effective

31 August 2020. Previously, Richard held a number of senior human

resources and corporate legal roles at some of New Zealand’s

leading organisations including Fletcher Challenge, Telecom (now

Spark) and TVNZ.

There have been two other departures from the team. Mark Yeoman,

who became Chief Operating Officer in April 2018, played a key role in

the transformation of the business over the past five years. Mark left

the business in May 2020.

Post-balance date, our Chief Logistics Officer Chris Foord also

departed. Chris had led all aspects of our logistics and fulfilment

across the Group, including The Warehouse, Warehouse Stationery,

Torpedo7 and Noel Leeming.

Evelyn Ross, Chief People Officer,

also left the company during the

financial year.

We wish Mark, Chris and Evelyn all

the best in their future careers.

Maintaining momentum

As we look ahead to FY21,

we cannot afford complacency.

We saw a significant lift in sales

after our stores reopened. However,

the forecasts for New Zealand’s

economy indicate that there is a

significant contraction ahead. While

headline unemployment data in early

August was considerably better than

expected, those not participating in

the labour force rose by 37,000 in

the June quarter. By the end of July,

around 21,000 people were receiving

the COVID-19 Income Relief

Payment. There is much uncertainty

about the flow-on effects when this

subsidy ends.

Consumer confidence remains below the historical average. We

do not expect the recent wave of sales optimism to continue,

particularly in light of the re-emergence of community

transmission of COVID-19 in August and the potential for more

lockdowns or disruption to occur.

The Group is taking a conservative approach and expects the

coming year to be tough.

In spite of the challenging business environment, we will continue

to make the changes necessary to protect and grow our brands.

We will invest in our key infrastructure. We will refine our operating

model further as we embrace the principles of agility. And we will

continue to eliminate inefficiencies that impact on our productivity.

There is more work to be done.

Nick Grayston

CEO, The Warehouse Group

"We have

dedicated our

efforts to marrying

sustainable

attributes with

affordability so

customers do not

have to pay more

to do the right

thing."

Nick Grayston – CEO

DRAFT

16
The Warehouse Group

Our Purpose

OUR

PURPOSE

Every day, we're living our purpose by transforming

our business to exceed our customers' expectations

and have a positive impact on our communities.

Helping Kiwis live

better every day

DRAFT DRAFT

17
Integrated Annual Report 2020

Our Vision

OUR

VISION

is to build New Zealand

,

s

most sustainable, convenient

and customer-first company.

This means we will be profitable, and at the same time take responsibility

for our environmental and community impact. We believe that sustainable

business is good for our company, our customers, as well as the communities in

which we operate.

Being convenient means that more New Zealanders will gladly choose to

begin their shopping journey with one of The Warehouse Group’s brands. In a

world of abundant choices, convenience has become the most important way

of winning customers’ hearts. We will achieve this by providing products and

services when and where they are needed, with ease of access and a choice of

ways to pay and collect.

We understand that for us to win

in convenience, we must put the

customer first and mobilise the Group

in a way that allows us to keep pace

with our customers’ rapidly changing

expectations, to understand their

problems, and to solve them.This is why

we have moved to Agile ways of working,

where our teams are empowered

to deliver solutions quickly and put

our customers right at the heart of

everything we do, every day. For our

productivity, this means removing

unnecessary organisational layers and

silos. And for our people, this means

making The Warehouse Group the best

place to work.

DRAFT

18
The Warehouse Group

Our Shared Values

OUR

SHARED SHARED

VALUESVALUES

We put the customer first in

everything we do

Think customer

Whakaarohia te kaiutu

We walk the talk and

make things happen

Own it

Kia haepapa

We are one team, standing up

for our people, our planet

and our communities

Do good

Mahi i nga mahi pai

DRAFT DRAFT

19
Integrated Annual Report 2020

OUR


ECOSYSTEM

We’re building a

customer-centric

ecosystem for

New Zealand that

enables frictionless

shopping experiences

and creates greater

customer value

over time.

Our unique combination of local assets,

global partnerships, and our strong

financial position means we can further

scale our business by investing in the

right capabilities to serve our customers

more holistically.

We now have strong ecosystem

foundations in place with an established

physical footprint and market-leading

digital assets.

1

Our efforts and innovations

have already delivered significant omni-

channel capabilities across our stores,

services, supply chain, and our mobile

apps and online sites. These are already

improving the customer experience,

including the launch of 1-Hour Click &

Collect in Noel Leeming and the launch

of our online marketplace platform,

TheMarket.com.

Further improvements will make

customer shopping journeys with our

family of brands faster, easier and more

personalised through unified data,

platforms and people – while remaining

focused on the fundamentals of delivering

exceptional value and new assortments

with improved customer fulfilment and

payment options in store and online.

1

New Zealand’s No 1. retail site by traffic.

DRAFT

20
The Warehouse Group

Our Ecosystem

Shopping is where it all starts,

and we’re focused on making it an

easy and integrated omni-channel

experience.

• Stores - Our stores are convenient

and everywhere.

• eCommerce - Our first-party

e-Commerce sites and apps are

the top retail sites and apps in NZ.

• Marketplace - TheMarket.com

helps take our range from

120,000 to 2 million plus!

Omni-Channel Shopping

We start everything by focusing on our customers.

We wrap our customer experiences around three

unified enablers: our people, our platforms, our data.

Our customer loyalty

programmes bring it all

together by rewarding

customers for engaging

with The Warehouse

Group’s brands.

Loyalty

Our Customer

P

E

O

P

L

E

P

L

A

T

F

O

R

M

S

D

A

T

A

OUR ECOSYSTEM

DRAFT DRAFT

21
Integrated Annual Report 2020

Customer fulfilment

and our logistics

relationships get the

goods and services

to our customers.

Our services help our

customers and businesses

in their daily lives.

Fulfilment

Click & Collect

Delivery

Services

Our payment

options help

customers pay

quickly and easily,

with more ways to

make their budgets

work for them.

Payments

Our supplier advertising

infrastructure will turn our store

and digital traffic into supplier

funding and incremental revenue.

Advertising

media

centre

media

centre

media

centre

media

centre

DRAFT

22
The Warehouse Group

OUR BOARD

INTERNAL

• Corporate Governance and

Nomination

Committee (Chair)

• Audit and Risk Committee

• Disclosure Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Sky Network Television Limited

• ANZ Bank NZ Limited

• Sweet Louise Foundation

INTERNAL

• Audit and Risk Committee (Chair)

• Disclosure Committee (Chair)

• Corporate Governance and

Nomination Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Goodman (NZ) Limited (Chair)

• Mercury NZ Limited

• Healthcare Holdings Limited

• Sky Network Television Limited

INTERNAL

• Disclosure Committee

• Corporate Governance and

Nomination Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee


OTHER DIRECTORSHIPS

• K One W One Limited

• The Tindall Foundation

• Foundation Services Limited

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 are Chair of The

Warehouse Group Limited, director

of ANZ Bank NZ Limited and Sky

Network Television Limited. Joan

has previously held Chair positions

at 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 Māori

and Pacific Island students taking up

roles in the health sector.

Keith has been involved with

The Warehouse Group since Sir

Stephen opened his first store in

1982, initially providing accounting,

tax and corporate advice, and

was Chair from 1995 to May 2011.

He has a long-standing record of

leadership as a director and advisor

to companies in a diverse range

of industries, including the energy

sector, rural services, printing, media

and exporting.

Keith is Chair of listed company

Goodman (NZ) Limited and is a

director of Mercury NZ Limited,

Sky Network Television Limited,

Healthcare Holdings Limited and

several other private companies.

He is a past president of the

chartered accountants Australia

and New Zealand.

In October 2017 Sir Stephen Tindall

decided to take a leave of absence

from the business. Robbie represents

him during this time. Robbie has

been attending Board meetings

since his appointment in 2011.

Robbie studied Arts and Science at

the University of Auckland before

spending eight years at

The Warehouse in various

merchandise and buying roles. Today

he works for K One W One Limited,

a family investment company,

working alongside – and investing

in – some of New Zealand’s most

exciting technology and innovation

companies as they grow and seek

to go global.

Joan Withers

MBA, CFinstD

Chair & Independent

Non-Executive Director

Keith Smith

BCom, FCA

Deputy Chair & Independent

Non-Executive Director

Robbie Tindall

BA, BSc

Non-Executive Director

(Alternate to Sir Stephen Tindall)

Our Board

DRAFT DRAFT

23
Integrated Annual Report 2020

INTERNAL

• Health, Safety and Wellbeing

Committee (Chair)

• Audit and Risk Committee

OTHER DIRECTORSHIPS

• Z Energy Limited

• Television New Zealand Limited

• Southern Cross Health Society

• Southern Cross Pet Insurance

Limited

• Jade Software Corporation

Limited

Julia has extensive digital,

customer, data, information

technology, strategy and business

transformation experience across

a number of sectors including

airline, telecommunications, local

government and not-for-profit in

New Zealand and Australia.

Julia has a strong track record of

delivering award-winning innovative

customer-facing products and

services. She has been a professional

director for six years. Previously, Julia

was the Chief Information Officer

of Air New Zealand, and she was

awarded the New Zealand CIO of the

Year award in 2009.

Julia Raue

CMinstD, GAICD

Independent

Non-Executive Director

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 John 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. He has also

had CEO roles with Noel Leeming

and foodservice distributor

Southern Hospitality.

INTERNAL

• Audit and Risk Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Vanishing Point Limited

• Farmlands Society

• Colonial Motor Company Limited

• Quantiful Limited (Member,

Advisory Board)

John Journee

BCom, CFinstD, MAICD

Independent

Non-Executive Director

INTERNAL

• People and Remuneration

Committee (Chair)

• Corporate Governance and

Nomination Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Les Mills International Limited

• Wayfare Limited

• BLIS Technologies Limited

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.

His prior experience includes

senior roles in Monster.com and

Seek.com, both successful online

recruitment sites.

Antony Balfour

BCom

Independent

Non-Executive Director

DRAFT

24
The Warehouse Group

INTERNAL

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Facebook Pty Limited

• Meandu Australia Pty Limited

INTERNAL

• Audit and Risk Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Fulton Hogan Limited (Chair)

• Auckland International Airport

Limited

• Tappenden Holdings Limited

• Skyline Enterprises Limited

Dean has significant CEO and

financial markets experience. Most

recently he was CEO of Silver Fern

Farms Limited where he successfully

led the business through a period of

significant change and improvement

in financial performance, staff and

supplier engagement, sustainability

and consumer trust in brand.

His prior experience includes 12

years at global investment bank

Deutsche Bank, working in both

Australia and New Zealand where he

advised a wide range of companies

on mergers and acquisitions,

capital management, corporate

restructuring and capital raising.

Renee has had extensive experience

in business transformation, corporate

strategy and technology innovation.

Renee is the Technology Lead for

Spark NZ with responsibility for

technology innovation across Spark.

She has also played a key leadership

role in the organisation's transition

to Agile.

Renee’s previous experience

includes roles with Air New Zealand

and Macquarie Group, both here

and abroad. Renee holds a Bachelor

of Engineering (Automation and

Control)(Hons) and a Postgraduate

Diploma in Business Administration

from Massey University.

Will is a seasoned business leader

and has an extensive track record

of driving growth across emerging

markets and technologies. He is

currently Managing Director of

Facebook for Australia and New

Zealand and was previously Vice

President at Facebook for Asia

Pacific Emerging Markets. Other

roles in his portfolio include Regional

Director at Google for Mobile and

Social in the Asia Pacific region and

Director of Sales at Microsoft in the

Consumer Products Division.

Will has a passion for the retail

industry and has worked closely

with retailers throughout his career.

He started with Coca-Cola as a

Retail Sales Manager and believes

that “there are more opportunities

than risks in retail, provided

retailers focus on improving

organisational designs”.

Dean Hamilton

BCom

Independent

Non-Executive Director

Renee Mateparae

BEng

Future Director

Will Easton

Independent

Non-Executive Director

Our Board

DRAFT DRAFT

25
Integrated Annual Report 2020

Relevant Board Skills to

execute Group Strategy

Joan

Withers

Keith

Smith

Will

Easton

John

Journee

Robbie

Tindall

Julia

Raue

Tony

Balfour

Dean

Hamilton

Industry specific

Operational experience in the retail

industry

Brand, marketing and customer

experience

Omni-channel retail experience

Digital and technology

experience

Direct sourcing experience

Logistics experience

Specific to Group strategy

Development of a high

performance culture

Senior leadership of change

management at scale

Transformation and business

disruption experience

Innovation and entrepreneurism

Government relations

Union relations

Environment and Corporate

Social Responsibility experience

Subject matter expertise

Development and execution

of business strategy

Governance experience

Large company leadership

experience

Finance/accounting expertise

Audit committee/ risk

management experience

Regulatory knowledge and

experience

Health and safety experience

HR/learning and development

experience

Financial markets experience

Iwi relationships and connectivity

Shareholder and investor relations

experience

Primary skills

Secondary skills

BOARD SKILLS


MATRIX

Governance plays a critical role in business and stakeholders deserve the highest standards of corporate

governance from their boards.

Our Board skills and diversity self-assessment found that the Board holds many strong attributes with a diverse

mix of skills among the Directors. This will help drive the Group to achieve our strategy through great execution,

brand marketing and customer experience.

DRAFT

26
The Warehouse Group

Our Brands

OUR

STORES

257

stores across

New Zealand

The

Warehouse

stores

92

Warehouse

Stationery stores

(incl. 17 SWAS)71

1-day | TheMarket.com

Plus leading websites and apps

Torpedo7

stores20

Noel Leeming

stores74

DRAFT DRAFT

27
Integrated Annual Report 2020

LOVE THE

EVERYDAY

FOR LESS

The Warehouse is the country’s largest general

merchandise retailer with a presence in virtually

every Kiwi home and community.

Our customers guide our focus as their shopping

behaviours change. Shifts to more convenient options

increased online sales by 50% and Click & Collect sales

by 60%. Our footprint continues evolving as a result.

We have opened a new generation of stores starting

with Lunn Avenue, closed our Birkenhead store, and

opened seven new Warehouse Stationery stores-

within-a-store (SWAS). The top-ranked Warehouse app

became the vehicle for the first trial of Giveit™, our

customer engagement programme focused on giving

back to communities.

Our team members continue to invest in product

quality while keeping our prices low. We reset our

bike programme with improved quality and safety

standards. We relaunched our denim range with new

fabrications, improved fits, a reduced assortment

and better availability on essential lines with the

introduction of volume tables, and post lockdowns

we have seen sales increase by 38% on last year.

Communications and gaming remained strong, and

updated Veon smart TVs remain New Zealand’s No. 1

selling TV by units. Toys remained a standout category

at The Warehouse, the nation’s biggest toy store

and the home of favourite brands like Lego. Families

appreciate our Dollar Deals on everyday items like

grocery, health, beauty and cleaning. We continued

to support locally-made products like Whittaker's and

Sistema. We also launched our $1 range of hygiene

products to tackle period poverty.

We aspire to become New Zealand’s most sustainable

company, in line with our values and our customers’

preferences. More than $100m in sales relating to

6,000 products with sustainability attributes. We

joined the Better Cotton Initiative (BCI), and our

sustainable packaging standards are reducing plastic

wherever possible.

Our team’s passion for our customers and communities

helped us manage through COVID-19. We mitigated

risk by moving more of our range into basics and

continuity products. Simplifying our range remains a

top priority as we look to continue to reduce our SKUs

(stock-keeping units) across our range in FY21. We

also maintained good levels of stock during COVID-19.

Importantly, we supported and strengthened our

supplier relationships by continuing our commitments

throughout COVID-19.

Our Brands | The Warehouse

DRAFT

28
The Warehouse Group

Our Brands | Noel Leeming

THE AUTHORITY IN

APPLIANCES, TECHNOLOGY

AND SERVICES

Other highlights include growing our market share

by 120 basis points on the previous year to 42%,

achieving 19% growth in Services and 7.5% growth in

our Commercial division year-on-year. Online sales

growth of 145% contributed to our record

sales achievement.

These successes reflect a core belief at Noel

Leeming: keeping the customer at the centre

of our thinking delivers business growth.

This year innovation was at the heart of our business

activities, with the launch of 1-Hour Click & Collect

and the Noel Leeming app. We introduced free

Tech Helpdesk consultations with any purchase,

helping over 18,000 customers. We grew the myNoel

Leeming loyalty programme with high scores across

all metrics, while also launching new Protection plans

that work harder for our customers.

We introduced Nola – the first digital human in

the sector – and then expanded her abilities into

online chat, store concierge, and sales assistance

Noel Leeming helps Kiwis enrich their lives

through technology. We pride ourselves on

offering Kiwis global and home brands, coupled

with innovative, world-class service. This was

a significant year as Noel Leeming joined the

elite group of New Zealand businesses turning

over $1b dollars in annual sales.

for online consultation. In another milestone, the Apple

and Noel Leeming television campaign was the first

advertising integration of its kind globally.

We improved our store footprint, opening our

Newmarket store Innovation Hub, setting a new

benchmark for consumer electronics retailing in

Australasia. We also launched Smart Home stores

for customers to experience a true smart home

environment.

Staff engagement and learning tools that increased

the expert service level across all stores helped lift

performance. Noel Leeming delivered the highest

amount of technology to Kiwi kids through commercial

relationships in the education sector. By improving our

Services Consultation offering, more New Zealanders

have our passionate experts working with them when

and where they like.

DRAFT DRAFT

29
Integrated Annual Report 2020

Helping our customers do their best work is

what Warehouse Stationery stands for. Our

customers know whatever the challenge or task,

we have the tools they need. We make it easy

for our customers to do their job well, be it in

business, a creative project or helping educate

the leaders of tomorrow.

Customer shopping behaviour continued to evolve as

online sales grew 25% and Click & Collect sales grew

76%. In line with these changing dynamics, we opened

seven new stores-within-a-store (SWAS) and one new

stand-alone store in Dunedin.

FY20 highlights included our Back to School campaign

where Warehouse Stationery remains number 1.

Warehouse Stationery achieved retail operating

profit of $22.8m up 36.6%, with gross margin growth

of 50 basis points year-on-year. Our bring your own

device (BYOD) sales grew 26% YOY. We are meeting

our 'business made easy' promise with initiatives

supporting local companies and broadening our

range to satisfy Kiwi businesses’ needs. New offerings

include health and safety, cleaning, and canteen

products, and an expanded furniture selection

including locally-made options.

We also launched our own office products range,

featuring the Warehouse Stationery brand. We

expanded our te reo Māori range of school supplies

and launched our recycled exercise book range, as

DO YOUR

BEST WORK

well as our sustainable wheat paper, to further deliver

on our sustainability efforts.

The Art and Craft category has enjoyed consistent

growth, supported by our seasonal Get NZ Creating

campaigns, the relaunch of Inspiration Station, and our

art and craft sales were up 19.3% on the previous year,

and gross profit up 21%.

COVID-19 saw more people working from home as

New Zealand went into lockdown. We grew our position

as a key provider of office products with consistent

category growth and margin increase year-on-year.

Our Brands | Warehouse Stationery

DRAFT

30
The Warehouse Group

SEE YOU

OUT THERE

Torpedo7 believes that New Zealand is the

world’s best outdoor playground. That is why we

live for gearing up our customers, with a broad

range from the world’s best adventure brands,

alongside our own proudly designed products

that equip Kiwis to gain the most from their

outdoor pursuits.

With a newly focused leadership team in place, we have

made good progress year-on-year, with sales growing

10.7%, and in-trade product margin improving 22.9%.

FY20 saw continued store network expansion as

we opened four new stores in Newmarket, Rotorua,

Tauranga and Northlink (Christchurch). This was

complemented by strong growth in our online channel,

with sales up 72% on the prior year.

Torpedo7 Club continued to drive engagement,

accounting for nine out of ten customer transactions.

We leverage deep insights from customers’ attitudes

and shopping behaviours alongside transaction data,

to make sure our marketing and communications

remain customer-led and personalised.

Our digital reach grew with Facebook fans up 29%

on the prior year, Instagram followers up 47%, and

our loyalty database up 20%.

Torpedo7’s passion for the outdoors inspires our retail

activities and our care for the environment. This year,

we partnered with Sustainable Coastlines and Hillary

Outdoors to help make our outdoor activities more

sustainable.

In July 2020, Torpedo7 launched its 7 Wonders of NZ

campaign to help promote domestic tourism affected

by COVID-19. We have been humbled by the support

our customers have shown for New Zealand’s holiday

destinations.

Moving forward, Torpedo7 growth initiatives will

include a new club proposition to increase share,

building our in-house product range, continuing to

look for new store opportunities, and investing in

technology to drive efficiency.

Our Brands | Torpedo7

DRAFT DRAFT

31
Integrated Annual Report 2020

GET IT

ALL DONE

Online shopping in New Zealand expanded

to the next level with the introduction of

TheMarket.com on 1 August 2019.

TheMarket.com is an eCommerce marketplace

commanding a unique position in New Zealand’s

digital retail environment. It has quickly become

the place Kiwis visit to meet their shopping

needs, no matter what they are looking for.

With over 2 million products from more than 3,500

of the world’s most desirable local and international

brands, TheMarket.com’s range covers major lifestyle

categories including fashion, home and living, health

and beauty, electronics, sports and outdoors, DIY and

garden, pet, entertainment, food and pantry.

In November 2019 TheMarket.com launched

TheMarket Club, a subscription service that already

Our Brands | The Market

numbers thousands of customers who are able to

access VIP customer service, exclusive offers, and

free shipping for orders over $45.

In addition, TheMarket.com offers easy collections

and free returns from any one of the hundreds of

MarketPoints located in many The Warehouse, Noel

Leeming, Warehouse Stationery and Torpedo7 retail

stores across New Zealand.

TheMarket.com operates in close collaboration with

1-day.co.nz, offering up to 300 hot deals every day.

1-day.co.nz has been in operation since 2007 and is

the third-ranked eCommerce Group site by traffic with

25.6 million sessions last year. New Zealanders love

engaging with the twice-daily emails, ensuring they

don’t miss out on the latest offers which get snapped

up super-fast.

DRAFT

32
The Warehouse Group

Integrated Report

INPUTS AND RESOURCES

Create a world-class omni-

channel retail network that

leverages physical, digital and

infrastructure assets to deliver

customer needs and wants

in an efficient and innovative way.

Build solutions to address

productivity challenges and

create a dynamic organisation

that has the highest performing,

diverse retail talent in New Zealand.

Build ways of working that

foster repeatable and

competitive excellence.

Build strong relationships with

strategic stakeholder groups

that deliver sustainable value.

Accelerate our delivery of

sustainability proof points to

respond to stakeholders’

expectations of businesses

driving positive outcomes

for our planet and society.

Ensure efficient utilisation of

financial capital to compete,

enable growth and provide

a return on capital.

R

E

T

A

I

L


V

A

L

U

E


C

R

E

A

T

I

O

N


P

R

O

C

E

S

S

Understanding our market

• Demand forecasting analytics

• Customer feedback, data and insight

• Customised product offering

• Work with suppliers to focus on sustainability

• Taking a lead on sustainable product attributes.

Sourcing product

• International offices

• Career pathways

• Quality management and ethical sourcing practices

• Build direct and strategic sourcing arrangements

• Sustainable materials and manufacturing processes.

Bringing product to market

• Efficient warehousing and distribution

• Jobs for skilled and unskilled labour

• Continuous improvement of systems and processes

• Leverage third-party expertise

• Minimise our impact on the environment.

Omni-channel sales environment

• Seamless customer experience through physical and digital channels

• Customer service training, flexible working and equal opportunities

• Product fulfilment focus

• Customer loyalty

• Environmental best practice.

Supporting New Zealand communities

• Universal reach to help widely throughout New Zealand

• Superior customer service

• Effective community engagement programmes

• Creating employment opportunities for

11,000 New Zealanders.

Our Environment

The consumption of resources to operate our business,

including transport, electricity, packaging and their impact

on our customers.

Financial Capital

The financial resources that enable the Group to execute

its business model and maintain financial resilience.

Our People

He aha te mea nui o te ao. He tāngata, he tāngata, he tāngata.

What is the most important thing in the world? It is people, it is

people, it is people. Our focus is to develop our people to be

the best they can be.

Our Relationships

Our stakeholders, their input to us and our contribution

to them, including our customers, suppliers, team members,

shareholders, government and community.

Our Networks

The strength and efficiency of our networks achieved through store

experience and digital customer channels, optimising our supply

change networks and data optimisation.

Our Expertise

Our expertise in, and understanding of, our customers’ needs

and wants, and our focus on systems, processes and innovation.

INTEGRATED

REPORTREPORT

Our business model:

This report is The Warehouse Group’s second Integrated Report. It describes our business model and how our resources all

contribute through our retail value creation process to achieve our value-created process goals and ultimately our vision to build

New Zealand’s most sustainable, convenient and customer-first company. The aim of this report is to outline our focus areas,

priorities and progress for each year, along with the risks and mitigations related to each of the resource areas of the business.

This Integrated Report has been prepared using the International Integrated Reporting Council’s (IIRC) Integrated Reporting

Framework. The Group’s Board and Management have established internal preparation and quality control processes to ensure the

quality and integrity of this report. We have not sought external audit or assurance for the non-financial information in this report.

Please refer to each of the capital disclosures on the following pages for value-created outputs and progress achieved in FY20.

DRAFT DRAFT

33
Integrated Annual Report 2020

VALUE-CREATED PROCESS GOALS

Create a world-class omni-

channel retail network that

leverages physical, digital and

infrastructure assets to deliver

customer needs and wants

in an efficient and innovative way.

Build solutions to address

productivity challenges and

create a dynamic organisation

that has the highest performing,

diverse retail talent in New Zealand.

Build ways of working that

foster repeatable and

competitive excellence.

Build strong relationships with

strategic stakeholder groups

that deliver sustainable value.

Accelerate our delivery of

sustainability proof points to

respond to stakeholders’

expectations of businesses

driving positive outcomes

for our planet and society.

Ensure efficient utilisation of

financial capital to compete,

enable growth and provide

a return on capital.

R

E

T

A

I

L


V

A

L

U

E


C

R

E

A

T

I

O

N


P

R

O

C

E

S

S

Understanding our market

• Demand forecasting analytics

• Customer feedback, data and insight

• Customised product offering

• Work with suppliers to focus on sustainability

• Taking a lead on sustainable product attributes.

Sourcing product

• International offices

• Career pathways

• Quality management and ethical sourcing practices

• Build direct and strategic sourcing arrangements

• Sustainable materials and manufacturing processes.

Bringing product to market

• Efficient warehousing and distribution

• Jobs for skilled and unskilled labour

• Continuous improvement of systems and processes

• Leverage third-party expertise

• Minimise our impact on the environment.

Omni-channel sales environment

• Seamless customer experience through physical and digital channels

• Customer service training, flexible working and equal opportunities

• Product fulfilment focus

• Customer loyalty

• Environmental best practice.

Supporting New Zealand communities

• Universal reach to help widely throughout New Zealand

• Superior customer service

• Effective community engagement programmes

• Creating employment opportunities for

11,000 New Zealanders.

Our Environment

The consumption of resources to operate our business,

including transport, electricity, packaging and their impact

on our customers.

Financial Capital

The financial resources that enable the Group to execute

its business model and maintain financial resilience.

Our People

He aha te mea nui o te ao. He tāngata, he tāngata, he tāngata.

What is the most important thing in the world? It is people, it is

people, it is people. Our focus is to develop our people to be

the best they can be.

Our Relationships

Our stakeholders, their input to us and our contribution

to them, including our customers, suppliers, team members,

shareholders, government and community.

Our Networks

The strength and efficiency of our networks achieved through store

experience and digital customer channels, optimising our supply

change networks and data optimisation.

Our Expertise

Our expertise in, and understanding of, our customers’ needs

and wants, and our focus on systems, processes and innovation.

To build New Zealand's most

sustainable, convenient and

customer-first company.

DRAFT

34
The Warehouse Group

Risk & Materiality

Risk management

The Group’s enterprise risk management framework

seeks to ensure that there is an effective process in

place to manage risk across all our brands.

The Group acknowledges that risk management is

important to all aspects of our activities and is the

responsibility of every team member. Our leaders

have a particular responsibility to appraise their risk

environment, to put in place appropriate controls and

to monitor the effectiveness of those controls.

The Group’s risk appetite, which is set by the Board,

provides informed decision-making in the enterprise

risk management framework and delivers parameters

within which the business is expected to manage risk.

The Group’s enterprise risk management framework is

aligned with best practice and includes:

• A consistent, structured approach to identifying and

managing risk;

• Supporting the achievement of the Group’s strategic,

retail, financial and operational goals by managing

risks associated with each of these goals;

• Encouraging an open and transparent culture where

risk discussion and awareness is supported;

• Enabling better decision-making practices that

support risk-informed choices, prioritise actions and

distinguish between alternative courses of action;

and

• Encouraging an understanding of the risk

environment within which the Group operates.

Our risk management culture is based on a risk

management framework which utilises the three lines

of defence model. As the first line of defence, our

people have clear responsibilities for business risk

management including compliance with Group

policy and external requirements. The second line of

defence is managed by risk specialists throughout the

business who provide oversight to and compliance

with the first line of defence. The third line of defence

is the assurance provided by internal audit and other

professional service providers that report through to

the Audit and Risk Committee.

Implementing this risk management culture encourages

analysis and management of risk in all business

processes whereby risks are identified, assessed and

managed at both an enterprise level (top-down) and

business level (bottom-up).

The Group, as part of its ongoing risk governance, has

established an Enterprise Risk Management Committee

(ERMC) which comprises senior leaders from across the

Group. The committee meets monthly to ensure there

is a balanced view of risk and that critical risks

are understood, reviewed, appropriately managed

and reported.

Materiality

Materiality in the six capitals is different from financial

materiality in the financial statements. It is driven by

the risk appetite settings, and the specific outcomes

and strategies in each capital. A material improvement

in our environmental reduction outcomes, for example,

may be different this year compared to other years

depending on the starting position and default

trajectory of performance.

Building on an improvement may mean we have

a higher materiality for change than if we were

attempting to arrest a declining performance.

Materiality is therefore relative to every strategy and

metric in each capital and is used to filter what is

reported and what is not. The Integrated Report is not

the definitive or last word that the organisation has

to say on a given topic, it is the material performance

report against those elements in the capitals that we

are trying to influence or improve.

RISK & MATERIALITY

DRAFT DRAFT

35
Integrated Annual Report 2020

RISK & MATERIALITY

DRAFT

36
The Warehouse Group

OUR OUR NETWORKS

Our Networks

Key Initiatives

We further consolidated improvements in

our retail property portfolio this year by

increasing our stores-within-a-store, but store

consolidations did result in the closure of one

The Warehouse store and three Noel Leeming

stores. However, we increased our retail reach

with one new Warehouse Stationery store and

two new Torpedo7 stores.

We continue to drive interactive capabilities

which enhance customer support and invest in

mobile-first commerce to improve the mobile

app experiences. We began the process of

upgrading our websites for The Warehouse,

Warehouse Stationery and Noel Leeming with

a best of breed eCommerce platform with tight

interaction to our customer ecosystem across

marketing and customer service.

Our information system strategy continues to

focus on a systems modernisation programme

across the Group. Our Provisional Enterprise

Systems migration roadmap has been agreed

and modernisation of systems of record,

automation and customer engagement are

well underway.

Our stores and our online environments are

core elements in our customers’ shopping

experiences. By leveraging our physical and

digital assets together, we can better serve

our customers and build stronger relationships

with them. Our focus is on enhancing customer

acquisition and conversion, both in store and

online, while refining our shopping concepts

and brands to put our customers’ needs first.

Continuing to improve our omni-channel

experiences for our customers will make their

shopping journeys faster, easier and more

personalised to their specific needs.

From the product side, we have made

good progress embedding our integrated

critical path across the functional areas of

sourcing, quality, buying and planning. A

better integrated view from source to sale of

inventory and order management is key to

unlocking efficiencies and delivering improved

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Customer

facing channel

optimisation

Improve our store

experience and

productivity

• Co-located seven more Warehouse Stationery and The Warehouse stores,

bringing our total stores-within-a-store (SWAS) to 17 at the end of FY20

• 23% of capital expenditure allocated to asset maintenance (FY19: 24%)

• Store foot traffic for the Group increased 1.5% (excl. COVID-19 lockdown period

and vs the same period last year).

• Lack of well-positioned affordable retail space

• Accelerated customer migration to eCommerce puts

pressure on store footprint productivity

• Some landlords not responding to seismic upgrades

proactively.

• Re-purpose and re-utilise excess space within our large format

stores, e.g. converting Dunedin to a 'dark store'

• Expand and enhance Click & Collect experience

• Work with our landlords to ensure stores meet seismic and

lockdown risk requirements

• Maintain our store fitout.

Increase our digital

footprint and

productivity

• Online traffic for the Group increased 30.1%

1


• Click & Collect sales grew 103.2% across omni-channel brands, representing an

average of 39.4% of online sales

• Online conversion for the Group (excluding TheMarket.com) increased 1.8%

2

, driven

by 83.8% increase in Noel Leeming and 17.4% increase in Warehouse Stationery

• Launch of TheMarket.com with now over 2 million products from 3500 local and

international brands through over 650 merchants

• The Warehouse App sales grew 96%, accounting for 38% of The Warehouse

online sales

• Expanded the Group’s app footprint with launch of Noel Leeming and

TheMarket.com apps.

• Increasing customer demands driven by continued

growth in online shopping

• Local and international online retailers taking market

share across digital channels

• Disruption to business operations due to cyber or

Distributed Denial of Service (DDoS) attack.

• Improve the omni-channel experience by linking physical and

digital and scaling personalisation across channels

• Reinvent our Click & Collect experiences and scale TheMarket.com.

• Continue to enhance security controls designed to prevent, detect

or respond to an attack.

Optimise

supply chain

network

Increase our level of

direct sourcing

• 72% of all overseas purchases are transacted directly with exporters through one

of our three offshore offices.

• Challenge of investing in suppliers inside and outside

existing sourcing markets

• Risks of corruption, particularly in the quality and

merchandise teams.

• Established direct sourcing offices in China, India and Bangladesh

to enable senior leadership at source

• Regularly rotating team members through different merchandise

categories.

Reduce our cost to

serve and enhance

store deliveries

• Improved delivery to store Delivered In Full On Time (DIFOT) to 97.5% (FY19: 97.0%)

vs our target of 98%

• Store distribution cost to serve (from port to delivery to store) increased by 8.9%

(FY19: 11%), while customer fulfilment cost to serve (from fulfilment centre to

customer delivery) reduced by 8.7%.

• Significant increase in retail spend will challenge costs,

resources and distribution capabilities

• Peak period stress on underlying systems and

processes causes unscheduled outage

• COVID-19 community transmission leads to renewed

lockdown, operational constraints and trading reverts

to online only

• NZ Post's ability to meet delivery expectations.

• Collaborate across the supply chain to collectively reduce costs,

improve forecast accuracy, and reduce inventories

• Develop robust contingency, preparation and continuity plans for

peak trading volumes

• Unify commerce strategies to tailor shopping experiences around

individual preferences

• Build learnings from COVID-19 lockdown into Business Continuity

& Crisis Management plans, including flexibility of trading between

stores and online, and managing in store footprint

• Exploring alternative customer last-mile deliveries.

Grow our fulfilment

capability to support

customer choice

• After recovering from peak fulfilment challenges and COVID-19 lockdown

demand, we are now achieving an average online home delivery DIFOT of over

95% (FY19: 88%) for our online customers vs our target of 95%

• Responded to increased online demand by activating additional network capacity

to fulfil orders; leveraging numerous 'dark store' fulfilment centres, and enabling

contactless Click & Collect including piloting four drive through locations.

Data

optimisation

Establish single/

common instance of

master data across all

operational systems

• Installed cloud-based Master Data Management (MDM) suite to deliver

accurate operational data across the Group.

• Integration to legacy systems is more extensive

than envisaged and requires more resources than

anticipated.

• Adopt standard middleware integration architectures and tools to

ensure standardisation and reusability of middleware channels.

Integrate Master Data

Management into all

legacy systems and

enable effective change

management and control

• Established a Data Governance Board to ensure data standards are maintained

and exceptions are resolved.

• Integration costs to enable hybrid cloud-based

environments with cloud providers continues to

escalate (egress charges).

• Select a preferred cloud partner to minimise integration (egress)

charges.

Create a world-class omni-channel retail network that leverages physical, digital and infrastructure assets

to deliver customer needs and wants in an efficient and innovative way

DRAFT DRAFT

37
Integrated Annual Report 2020

quality, on-trend products and product

information from the best suppliers. Those

products will need to arrive on time through

complete alignment between our sourcing

teams, merchandise teams, shipping teams

and overseas factories. Network optimisation

is a key focus, as we drive efficiency and use

our core assets and capabilities in new ways to

drive value.

Significance

Retail is an unforgiving sector. If customers

cannot buy what they are looking for, they

have a number of other places they can turn

to. Our network is the critical link between

what we offer and what our customers

choose to spend their money on. If we fail to

understand what our customers want and how

they prefer to buy and receive purchases, we

are compromising their willingness to come

back to us. Our network enables us to bring

the right product to the right place at the right

time, at a cost that makes economic sense, and

in a way that serves our customers’ needs best.

Materiality

Online commerce has changed consumer

expectations in regard to their shopping

experiences. While physical store shopping

is still a significant consumer activity, online

shopping continues to grow. That means we

face greater competition from a broader range

of general and specialist retailers both here

and overseas. This represents a considerable

and ongoing material risk to our business

and one we intend to combat by investing

actively in our supply chain co-ordination,

data optimisation around each customer,

improved digital capabilities and attractive

stores that our customers enjoy shopping

in. In acknowledgement of the future need

to re-purpose or reformat our physical store

network, the Group has prioritised flexibility in

our store lease profile over tenure. Transport

is outsourced to partners except for in-home

delivery and installation teams.

Future focus areas

• Improve property footprint productivity by

working with insights and data to complete a

robust catchment analysis for all our brands,

supporting the SWAS programme and

objectively evaluating new format initiatives

• Improve our omni-channel experiences,

including our mobile apps, to better link

physical and digital channels powered by

the delivery of a Single Customer View (SCV)

enabling deeper customer understanding

• Achieve real-time inventory accuracy and

online 'Available to Sell', positively impacting

online performance, trade and customer

satisfaction.

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Customer

facing channel

optimisation

Improve our store

experience and

productivity

• Co-located seven more Warehouse Stationery and The Warehouse stores,

bringing our total stores-within-a-store (SWAS) to 17 at the end of FY20

• 23% of capital expenditure allocated to asset maintenance (FY19: 24%)

• Store foot traffic for the Group increased 1.5% (excl. COVID-19 lockdown period

and vs the same period last year).

• Lack of well-positioned affordable retail space

• Accelerated customer migration to eCommerce puts

pressure on store footprint productivity

• Some landlords not responding to seismic upgrades

proactively.

• Re-purpose and re-utilise excess space within our large format

stores, e.g. converting Dunedin to a 'dark store'

• Expand and enhance Click & Collect experience

• Work with our landlords to ensure stores meet seismic and

lockdown risk requirements

• Maintain our store fitout.

Increase our digital

footprint and

productivity

• Online traffic for the Group increased 30.1%

1


• Click & Collect sales grew 103.2% across omni-channel brands, representing an

average of 39.4% of online sales

• Online conversion for the Group (excluding TheMarket.com) increased 1.8%

2

, driven

by 83.8% increase in Noel Leeming and 17.4% increase in Warehouse Stationery

• Launch of TheMarket.com with now over 2 million products from 3500 local and

international brands through over 650 merchants

• The Warehouse App sales grew 96%, accounting for 38% of The Warehouse

online sales

• Expanded the Group’s app footprint with launch of Noel Leeming and

TheMarket.com apps.

• Increasing customer demands driven by continued

growth in online shopping

• Local and international online retailers taking market

share across digital channels

• Disruption to business operations due to cyber or

Distributed Denial of Service (DDoS) attack.

• Improve the omni-channel experience by linking physical and

digital and scaling personalisation across channels

• Reinvent our Click & Collect experiences and scale TheMarket.com.

• Continue to enhance security controls designed to prevent, detect

or respond to an attack.

Optimise

supply chain

network

Increase our level of

direct sourcing

• 72% of all overseas purchases are transacted directly with exporters through one

of our three offshore offices.

• Challenge of investing in suppliers inside and outside

existing sourcing markets

• Risks of corruption, particularly in the quality and

merchandise teams.

• Established direct sourcing offices in China, India and Bangladesh

to enable senior leadership at source

• Regularly rotating team members through different merchandise

categories.

Reduce our cost to

serve and enhance

store deliveries

• Improved delivery to store Delivered In Full On Time (DIFOT) to 97.5% (FY19: 97.0%)

vs our target of 98%

• Store distribution cost to serve (from port to delivery to store) increased by 8.9%

(FY19: 11%), while customer fulfilment cost to serve (from fulfilment centre to

customer delivery) reduced by 8.7%.

• Significant increase in retail spend will challenge costs,

resources and distribution capabilities

• Peak period stress on underlying systems and

processes causes unscheduled outage

• COVID-19 community transmission leads to renewed

lockdown, operational constraints and trading reverts

to online only

• NZ Post's ability to meet delivery expectations.

• Collaborate across the supply chain to collectively reduce costs,

improve forecast accuracy, and reduce inventories

• Develop robust contingency, preparation and continuity plans for

peak trading volumes

• Unify commerce strategies to tailor shopping experiences around

individual preferences

• Build learnings from COVID-19 lockdown into Business Continuity

& Crisis Management plans, including flexibility of trading between

stores and online, and managing in store footprint

• Exploring alternative customer last-mile deliveries.

Grow our fulfilment

capability to support

customer choice

• After recovering from peak fulfilment challenges and COVID-19 lockdown

demand, we are now achieving an average online home delivery DIFOT of over

95% (FY19: 88%) for our online customers vs our target of 95%

• Responded to increased online demand by activating additional network capacity

to fulfil orders; leveraging numerous 'dark store' fulfilment centres, and enabling

contactless Click & Collect including piloting four drive through locations.

Data

optimisation

Establish single/

common instance of

master data across all

operational systems

• Installed cloud-based Master Data Management (MDM) suite to deliver

accurate operational data across the Group.

• Integration to legacy systems is more extensive

than envisaged and requires more resources than

anticipated.

• Adopt standard middleware integration architectures and tools to

ensure standardisation and reusability of middleware channels.

Integrate Master Data

Management into all

legacy systems and

enable effective change

management and control

• Established a Data Governance Board to ensure data standards are maintained

and exceptions are resolved.

• Integration costs to enable hybrid cloud-based

environments with cloud providers continues to

escalate (egress charges).

• Select a preferred cloud partner to minimise integration (egress)

charges.

Year-on-year

incremental growth

Ongoing

improvement

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

1. Traffic session growth includes TheMarket.com online

traffic in FY20 which was not in operation in FY19.

2. Online conversion growth excludes TheMarket.com

due to not being in operation in FY19.

DRAFT

38
The Warehouse Group

Our People

Key Initiatives

In preparation for moving to an Agile way of working, we launched three Frontrunner

Agile Tribes in January 2020 which provided invaluable insights into how the Group

should operate in an Agile world. COVID-19 was challenging for all New Zealanders

including our own team members. Across the Group, we used Workplace by Facebook to

share daily COVID-19 updates including information on working from home, entertaining

kids during lockdown, managing mental wellbeing and finances, and providing online

learning opportunities.

During FY20 we focused on five priority practices for improving our organisational

culture: Customer Focus, Strategic Clarity, Challenging Leadership, Talent Development,

and Rewards & Recognition. In FY21 we will adopt a revised set of engagement drivers

based on survey feedback using our new eNPS tool.

In stores, we launched new Store Leadership Programmes aimed at developing our

established and emerging store leaders. We refreshed and launched our new online

Store Learning Pathways focused on the retail fundamentals including operational,

customer, leadership and health and safety pillars. In addition, we launched a new

online onboarding programme for all new employees across the Group.

From a health, safety and wellbeing perspective, we continued to address our critical

risks. A focus for FY20 was managing violent and aggressive behaviour incidents

against our team members in stores and we saw a successful reduction in incidents.

We also signed the NZ Retailers Against Racism pledge which commits to protecting

our frontline team members from racism, bigotry and physical and verbal abuse.

Significant work was undertaken preparing our Store Support Office to move to an Agile

way of working. We completely reviewed all our key people practices and processes

including our performance management processes, organisational structure, career

OUR OUR PEOPLE

Actual ProgressRoadmap to our goalKey RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Health, safety

and wellbeing

Increase the number of

our team members who

go home safely at the

end of their workday

• Severity 1 events associated with our critical risks decreased by 38% (175 events

vs 281 in FY19)

• Severity 1 Frequency Rate (SV1FR) of 14.2 per million hours worked, a year-on-

year decrease of 37%

• Same-day injury reporting of 92% - exceeding our target of 85%

• Incidents Closed within 10 Days of 89% - exceeding our target of 85%

• Total Recordable Injuries for the year increased 13% (479 injuries vs 424 in FY19)

– the majority continue to be strains or sprains of a minor nature

• Total Recordable Injury Frequency Rate (TRIFR) of 30.6 (per million hours worked)

increased from 21.5 in FY19 against a target of <20 per million hours worked

• Increased use of technology to keep our people and customers safe in store

e.g. Aura.

• Team member interaction with moving equipment

• Exposure to violent and aggressive behaviour

• Storage of hazardous substances – volumes

consistently higher than compliance levels

• Handling of bulky, heavy or awkward goods by team

members

• Slips and trips associated with poor housekeeping

• COVID-19 outbreak across The Warehouse Group

network.

• Early intervention programme for pain and discomfort and

review of team member tasks in stores

• Further roll-out of violent and aggressive behaviour

mitigation controls to 30 high-risk sites

• Reporting process for compliance with regulatory standards

• Manual Handling – identify four tasks for process improvements

• Focus on stockroom housekeeping and minimising stock

in walkways and aisles

• Partnerships with NZ Police

• COVID-19 policy and implementation plans developed

and tested.

High

performance

workplace

Increase our

organisational health

and engagement

• Implemented Employee Net Promoter Score (eNPS)

• Launched a new digital onboarding programme

• Developed a new contribution model that will define future career

development, performance and remuneration.

• Team member and/or union dissatisfaction with

change and bargaining outcome

• Embedding Agile ways of working at Store

Support Office.

• Develop a clear employee relations strategy

• Build and nurture relationships with government

and external stakeholders

• Partnering with experts on Agile.

Lift our diversity and

inclusion

• Maintained Rainbow Tick and achieved Accessibility Tick accreditation

• Increased female senior leaders from 21 in FY19 to 25 in FY20

• Launched 'lean in circles' to counteract gender bias, navigate gender

dynamics, provide leadership development and peer-to-peer mentoring

for women and work towards gender equality.

• Challenge in building and/or buying required

talent capability

• Reduced performance due to lack of diversity

at the Group.

• Proactively develop a diverse talent pipeline

• Assign appropriate budget and technology to lift capability.

Future-ready

talent

Build our skills pipeline

and workforce planning

• Launched Store Leadership Programme

• Average of 41 days to fill roles vs our target of 60 days.

• Inadequate change management experience and

demonstrated resilience as we implement Agile

ways of working at scale

• Gaps in skilled or crucial experience due to

unexpected employee departures

• Loss of key talent.

• Invest in technology to reinvent productivity

• Define clear direction around expected leadership behaviours

and seek support from external experts

• Align communication clearly and consistently with vision and

strategy

• Succession planning in order to fill crucial roles.

Introduce continuous

learning and future-

ready learning

experiences

• Launched Store Learning Pathways

• Rolled out a Group leadership learning library, curated by S4K, focusing on micro

and macro factors affecting The Warehouse Group to help develop our leaders

1

• Launched Agile Academy

• Created and launched new Agile behaviours to enable a ‘learning,

fail fast and iterate’ culture.

• Change fatigue

• Training does not meet organisational

requirements and impedes speed of change.

• Support change readiness through leadership guidance

and by shifting mindsets

• Streamline engaging communication.

Build solutions to address productivity challenges and create a

dynamic organisation that has the highest performing, diverse

retail talent in New Zealand.

DRAFT DRAFT

39
Integrated Annual Report 2020

paths and remuneration model, with the aim of creating a culture

that is less hierarchical, more collaborative, and with teams that are

empowered to move at pace and make decisions.

Significance

Our team members are at the heart of our organisation. We believe

that by keeping them safe, enabling them to thrive in this fast-paced

environment and preparing them for the future workplace we will lift

engagement and achieve long-term business sustainability.

To do this, it is critical we focus on our people’s wellbeing and

everyday experience at work, adopt Agile to empower our people

and put our customers first, as well as invest in digital solutions to

leverage people data and insights. We are also prioritising attracting

top talent, building the skills of the future and shifting our culture to

be the best place to work. We continually develop and strengthen

our relationships with industry bodies and government to ensure we

remain part of the conversations, helping to shape the future of work

in New Zealand.

Materiality

True transformation requires culture change and a meaningful

shift to a new way of working. Combined with the current volatility,

uncertainty, complexity and ambiguity of the world, the amount

of change within the Group has meant we needed to find a more

dynamic, constant and mobile engagement tool that enables frequent

surveying feedback as well as ensuring a heightened focus on our

team members’ wellbeing and safety.

In addition, rapidly changing technology, shifting demographics and

a growing concern for climate outcomes are shaping the future of

work. As customer expectations continue to evolve, we need to make

significant improvements to accelerate performance and attract

future talent. The next few years will see deliberate change as we

prepare our culture and organisation to work in an Agile way and

embrace 'future of work' environments. This is a long-term undertaking

and the financial investment in technology, talent development, and

health, safety and wellbeing will be critical to empower, equip and

enable our people to bring to life the purpose and vision of the Group.

Future focus areas

• Embed an Agile way of working

• Implement and maintain productivity improvements

• Be the best place to work and rebuild trust and brand to attract and

retain tomorrow’s workforce

• Modernise learning and development to build an adaptive

workforce that can thrive in an Agile and fast-paced environment

• Connect digital solutions that function at scale, enabling

productivity and actionable insights

• Ensure an evolving capability to drive business performance and

support future ways of working.

1. S4K is an external curation service providing learning resources and

leadership insights https://s4k.com/

Actual ProgressRoadmap to our goalKey RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Health, safety

and wellbeing

Increase the number of

our team members who

go home safely at the

end of their workday

• Severity 1 events associated with our critical risks decreased by 38% (175 events

vs 281 in FY19)

• Severity 1 Frequency Rate (SV1FR) of 14.2 per million hours worked, a year-on-

year decrease of 37%

• Same-day injury reporting of 92% - exceeding our target of 85%

• Incidents Closed within 10 Days of 89% - exceeding our target of 85%

• Total Recordable Injuries for the year increased 13% (479 injuries vs 424 in FY19)

– the majority continue to be strains or sprains of a minor nature

• Total Recordable Injury Frequency Rate (TRIFR) of 30.6 (per million hours worked)

increased from 21.5 in FY19 against a target of <20 per million hours worked

• Increased use of technology to keep our people and customers safe in store

e.g. Aura.

• Team member interaction with moving equipment

• Exposure to violent and aggressive behaviour

• Storage of hazardous substances – volumes

consistently higher than compliance levels

• Handling of bulky, heavy or awkward goods by team

members

• Slips and trips associated with poor housekeeping

• COVID-19 outbreak across The Warehouse Group

network.

• Early intervention programme for pain and discomfort and

review of team member tasks in stores

• Further roll-out of violent and aggressive behaviour

mitigation controls to 30 high-risk sites

• Reporting process for compliance with regulatory standards

• Manual Handling – identify four tasks for process improvements

• Focus on stockroom housekeeping and minimising stock

in walkways and aisles

• Partnerships with NZ Police

• COVID-19 policy and implementation plans developed

and tested.

High

performance

workplace

Increase our

organisational health

and engagement

• Implemented Employee Net Promoter Score (eNPS)

• Launched a new digital onboarding programme

• Developed a new contribution model that will define future career

development, performance and remuneration.

• Team member and/or union dissatisfaction with

change and bargaining outcome

• Embedding Agile ways of working at Store

Support Office.

• Develop a clear employee relations strategy

• Build and nurture relationships with government

and external stakeholders

• Partnering with experts on Agile.

Lift our diversity and

inclusion

• Maintained Rainbow Tick and achieved Accessibility Tick accreditation

• Increased female senior leaders from 21 in FY19 to 25 in FY20

• Launched 'lean in circles' to counteract gender bias, navigate gender

dynamics, provide leadership development and peer-to-peer mentoring

for women and work towards gender equality.

• Challenge in building and/or buying required

talent capability

• Reduced performance due to lack of diversity

at the Group.

• Proactively develop a diverse talent pipeline

• Assign appropriate budget and technology to lift capability.

Future-ready

talent

Build our skills pipeline

and workforce planning

• Launched Store Leadership Programme

• Average of 41 days to fill roles vs our target of 60 days.

• Inadequate change management experience and

demonstrated resilience as we implement Agile

ways of working at scale

• Gaps in skilled or crucial experience due to

unexpected employee departures

• Loss of key talent.

• Invest in technology to reinvent productivity

• Define clear direction around expected leadership behaviours

and seek support from external experts

• Align communication clearly and consistently with vision and

strategy

• Succession planning in order to fill crucial roles.

Introduce continuous

learning and future-

ready learning

experiences

• Launched Store Learning Pathways

• Rolled out a Group leadership learning library, curated by S4K, focusing on micro

and macro factors affecting The Warehouse Group to help develop our leaders

1

• Launched Agile Academy

• Created and launched new Agile behaviours to enable a ‘learning,

fail fast and iterate’ culture.

• Change fatigue

• Training does not meet organisational

requirements and impedes speed of change.

• Support change readiness through leadership guidance

and by shifting mindsets

• Streamline engaging communication.

Maintain Diversity

and Inclusion

accreditations

eNPS > 30

TRIFR <20

million hours

worked

SV1FR > 10%

year-on-year

decrease

Maintain Diversity and

Inclusion accreditations

Gender diversity is

at best practice

across TWG

eNPS > 40

At completion of

FY21 the HS&W

roadmap will be

reviewed and

new metrics set

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

DRAFT

40
The Warehouse Group

OUROUR


EXPERTISE

Key Initiatives

Product is at the heart of every successful retailer,

and the customer is at the centre of every successful

business. Our expertise combines our skills across

product and customer management to drive value.

We continue to use data driven insights to improve

customer experience. Our merchandise teams align

these with our design cues and market trends for

product range and assortment planning.

We are also growing our expertise in services alongside

our product offering. We are particularly focused on

this area with our Noel Leeming product and service

offering. Our growth in associated product services

increased 19% on last year. Other milestones included

the successful launch of our new Protection service

plans, and the introduction of our free Tech Solutions

helpdesk, which has helped over 18,000 customers.

We have made good progress improving our processes

for assortment decisions and using data to identify

the optimum range width, or SKU affordability. This will

need further refinement to individual store location

in the coming month, supported by the planned ERP

implementation. Our new Agile structure will ensure a

consistent and continuously improving way of working

across all category areas, supported and led by the

expertise of our chapter leads.

Our Every Day Low Price (EDLP) positioning continues to

make accurate forecasting and price optimisation more

important. Our forecast accuracy has improved and,

combined with an overall SKU reduction and a move into

more continuity ranges, the result is less end of season

markdown and better availability to meet customer

demand. The impact of COVID-19 was significant in

the second half of the year with large changes in order

volumes delivered in partnership with our local and direct

suppliers to better phase products to match planned

future demand. Initially our focus was on pushing orders

out, but this quickly changed to pulling a significant

number of supplier orders forward in response to

COVID-19 changes in demand.

Mastering the sell-through curve is about finding

the right balance of ongoing and seasonal stock and

lowering our weighted average cost of aged inventory.

We have recognised the need to standardise, automate

and document our demand management processes.

Good progress has been made on assortment and range

planning, and we are currently focusing on building

our expertise in price optimisation and assortment

management. Demand planning will be supported by the

ERP roll-out and remains relatively manual until then.

The Group operates a number of businesses that

use different systems and processes. Our strategy is

Our Expertise

Build ways of working that foster repeatable and competitive excellence

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(last year)

FY20 ProgressFY21FY22+

Understanding

our customers

Use data analytics

and insights to

achieve better

demand planning

and product/

market fit

• Achieved a stock turn of 4.9 times (FY19: 4.3 times)

• Achieved stock keeping units (SKUs) reduction of 14%

across The Warehouse and Warehouse Stationery

• Aged inventory

1

as a percentage of finished goods

inventory increased from 23% as at FY19 to 28% as

at FY20

• Enabled a single customer view across the Group

for activation at customer experience touchpoints

• Used data science to test prices with customers

to balance sales and gross profit while maintaining

price leadership.

• Concerns over data privacy

• Multiple instances of customers across different

brands within the Group.

• Adopt a conservative posture and ensure an approach

that is consistent and compliant with privacy legislation

and best practice

• Consolidate Group customer loyalty programmes e.g. Giveit.

Enterprise

systems and

processes

Integrate, simplify

and standardise

back-office

business

processes across

the Group

Deploy best-of-

breed solutions

across the

enterprise from

systems of record

to systems of

engagement and

automation

• Simplified, stabilised and standardised back-office

systems through more effective governance over

change control, backlog prioritisation, support desk,

disaster recovery and Enterprise Architecture design

• Started deploying cloud-based Master Data

Management (MDM) system to enable 'single version

of the truth'

• Commenced design of back-office finance and

inventory solutions to replace legacy Enterprise

Resource Planning (ERP) solutions

• Deployed integrated Warehouse Management System

across all distribution and online fulfilment centres.

• Change management associated with migration

from legacy to integrated back-office functions

• Integration between new and legacy systems

through multiple middleware tools and

architectures

• Availability of suitably qualified and experienced

technical and functional resources.

• Ensure transformation to new Group and Torpedo7 ERP systems

is business-led and not led by solution vendors and systems

integrator

• Design multi-channel middleware integration architecture

to ensure agreed standards are applied and upheld

• Contract suitably experienced service partners to leverage

experience and augment scarce resources.

Innovation

Create leading

customer

experiences that

drive demand

Move towards a

more collaborative

operating model

• Deployed Nola (Customer Experience Digital Assistant)

at the Noel Leeming Newmarket store and Noel Leeming

online

• Established a Media Command Centre to transform the

advertising engine which drives our portfolio of brands

• Commenced implementation of Agile ways of working

at scale

• Designed to achieve results by organising tribes to solve

customer problems, by removing unnecessary siloes

and hierarchy, and by investing in our people.

• New customer experience technologies do not

meet customer demands

• Waiting for core systems to be upgraded before

implementing change.

• Use Agile structure as the basis for establishing collaborative

and customer-centric design innovation capability and

investment

• Drive customer-centric ways of working in systems of

engagement first (eCommerce).

DRAFT DRAFT

41
Integrated Annual Report 2020

to provide a more stable core platform of

systems and common processes upon which

the brands can accelerate their points of

competitive differentiation. We have started a

major systems and process modernisation

investment to drive efficiency and common

processes across the Group, supported by

a modern technology stack that will enable

future innovation.

Significance

Meeting customer demands means we need

to find new ways to deliver value faster.

Last year we made good progress on aged

inventory and full price product sell-through

versus our targets and created our first

interactive reporting on optimum product

inventory ranges. This year our data visibility

and analysis has enabled us to refine our SKU

count, focusing on key lines and building a

narrower, more productive assortment. We

are continuing to develop this to identify

and maintain the right products at the right

quantity levels, and at the right retail prices

to align with our customer demand.

Expertise lies within our team members

and should they leave the business, the

knowledge leaves with them, so we recognise

that a focus on documentation and

systemisation is a priority.

Our large number of old legacy core systems

lack integration, are not fully supported, and

are not fit for purpose given the business

growth and advances in customer demand

for a seamless omni-channel experience.

In recognition of this risk, the Board has

approved a significant investment in back-

office systems, which is well underway.

Materiality

As a customer centric business, we depend

on the expertise of our people in so many

ways. Automation of systems will give us

greater resilience by reducing dependence

on individuals’ knowledge, while retaining

critical human judgements around

negotiation, relationship building and so much

more. We recognise that leading the customer

experience through innovation, for example,

will be important in terms of creating and

measuring demand.

Materiality can be thought of in the context

of reducing key person risk in areas where we

create value for customers, and areas that are

sources of competitive advantage and scale.

Also relevant is the time it takes for team

members to be fully productive as well as

the reduction of unplanned variability in our

processes and outcomes.

Future focus areas

• Ensure all back-office functions are

standardised, based on best practice

and fully integrated to enable seamless

end-to-end functions

• Reduce the cost of doing business

through seamless systems integration,

best practices, information accuracy and

common ways of working

• Activate a single customer view across the

Group to better personalise the customer

experience and to operate our business

in accordance with changing customer

demands

• Launch the B2C eCommerce platform in

FY21 and continue the B2B platform journey

• Automate our assortment process as much

as possible

• Remove product risk by weighting the range

to more continuity products

• Increase our speed to market.

1. Aged inventory is stock in store held for more than

26 weeks.

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(last year)

FY20 ProgressFY21FY22+

Understanding

our customers

Use data analytics

and insights to

achieve better

demand planning

and product/

market fit

• Achieved a stock turn of 4.9 times (FY19: 4.3 times)

• Achieved stock keeping units (SKUs) reduction of 14%

across The Warehouse and Warehouse Stationery

• Aged inventory

1

as a percentage of finished goods

inventory increased from 23% as at FY19 to 28% as

at FY20

• Enabled a single customer view across the Group

for activation at customer experience touchpoints

• Used data science to test prices with customers

to balance sales and gross profit while maintaining

price leadership.

• Concerns over data privacy

• Multiple instances of customers across different

brands within the Group.

• Adopt a conservative posture and ensure an approach

that is consistent and compliant with privacy legislation

and best practice

• Consolidate Group customer loyalty programmes e.g. Giveit.

Enterprise

systems and

processes

Integrate, simplify

and standardise

back-office

business

processes across

the Group

Deploy best-of-

breed solutions

across the

enterprise from

systems of record

to systems of

engagement and

automation

• Simplified, stabilised and standardised back-office

systems through more effective governance over

change control, backlog prioritisation, support desk,

disaster recovery and Enterprise Architecture design

• Started deploying cloud-based Master Data

Management (MDM) system to enable 'single version

of the truth'

• Commenced design of back-office finance and

inventory solutions to replace legacy Enterprise

Resource Planning (ERP) solutions

• Deployed integrated Warehouse Management System

across all distribution and online fulfilment centres.

• Change management associated with migration

from legacy to integrated back-office functions

• Integration between new and legacy systems

through multiple middleware tools and

architectures

• Availability of suitably qualified and experienced

technical and functional resources.

• Ensure transformation to new Group and Torpedo7 ERP systems

is business-led and not led by solution vendors and systems

integrator

• Design multi-channel middleware integration architecture

to ensure agreed standards are applied and upheld

• Contract suitably experienced service partners to leverage

experience and augment scarce resources.

Innovation

Create leading

customer

experiences that

drive demand

Move towards a

more collaborative

operating model

• Deployed Nola (Customer Experience Digital Assistant)

at the Noel Leeming Newmarket store and Noel Leeming

online

• Established a Media Command Centre to transform the

advertising engine which drives our portfolio of brands

• Commenced implementation of Agile ways of working

at scale

• Designed to achieve results by organising tribes to solve

customer problems, by removing unnecessary siloes

and hierarchy, and by investing in our people.

• New customer experience technologies do not

meet customer demands

• Waiting for core systems to be upgraded before

implementing change.

• Use Agile structure as the basis for establishing collaborative

and customer-centric design innovation capability and

investment

• Drive customer-centric ways of working in systems of

engagement first (eCommerce).

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

DRAFT

42
The Warehouse Group

Our Relationships

OUR RELATIONSHIPS

Build strong relationships with strategic stakeholder groups that deliver sustainable value

Key Initiatives

This year we continued our journey to make

shopping with The Warehouse Group family

of brands as convenient as possible for our

customers. Value for money remains a priority

for The Warehouse customer, and we worked

closely with our suppliers to improve the

quality and sustainability attributes of our

products, while ensuring our prices remain

low. We saw good growth in The Warehouse

and Noel Leeming apps and developed our

insights capability to further understand how

our customers want to interact with us so we

can better meet their needs.

As part of our Vendor Consolidation

Programme, we have introduced a balanced

scorecard. This tool measures a range

of metrics including quality, innovation,

sustainability, delivery performance and

price. Our goal is to have fewer but more

meaningful supplier relationships.

In our relationships with investors, we

continue to embrace Integrated Reporting.

Using the principles of integrated thinking

in decision-making helps our business

to recognise the different aspects of

value that are important in a way that is

understandable and consistent.

We interacted with appropriate government

ministries, ministers and public parties

on issues such as climate change, youth

employment and business needs for tertiary

training. In November 2019 our Group

Chief Executive and Chief Sustainability

Officers joined a New Zealand ministerial-led

delegation to the United Nations Climate

Summit COP25 in Madrid where they

engaged with fellow international business

leaders on climate change initiatives and

challenges in business. During the year, the

business provided input into government

consultations including the Taskforce on

Climate-related Financial Disclosures (TCFD),

the reform of the New Zealand Emissions

Trading Scheme, tertiary and vocational

education reforms, waste minimisation

and product stewardship, healthy homes,

COVID-19 processes and labour reforms.

The Red Shirts in Communities programme

to assist young people on social benefits into

paid employment continued for part of the

year but was halted due to COVID-19 and

is now being redesigned in partnership with

the Ministry of Social Development (MSD)

to provide displaced people with leading-

edge skills which will appeal to the needs

of future employers. This next generation

programme will include sustainability

and digital skills and is intended to be

credentialised with NZQA. Red Shirts

in Schools in The Warehouse, and Blue

Shirts in Schools in Warehouse Stationery

has now been extended to Noel Leeming

with Discovering Passionate Experts and

reached 1,125 student enrolments in these

programmes in FY20. These programmes

continued throughout COVID-19 with the

study portion of the programme moving

to online instruction, while the in-store

component has been paused due to

COVID-19 restrictions and can resume under

alert level 1.

We’re proud to partner with IBM and

Manukau Institute of Technology to launch

Pathways in Technology (P-TECH), an

initiative which brings together industry,

high schools and tertiary education partners

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Customers

Rewarding and

engaging customer

experiences

• Weighted average Net Promoter Score (NPS) increased for the Group in

the last month of the year

1


• Implemented NPS for TheMarket.com

• Customer frequency of purchase remained stable year-on-year, with good

growth in basket size in Noel Leeming and Torpedo7

• The Warehouse Group market share grew +0.4 basis points to 6.3% of the

total retail market (including grocery and fuel).

2

• International competition grows and New Zealand

customers increasingly interact with overseas brands

• Customer disposable income remains constrained in the

years ahead, with the economic impacts from COVID-19

still unclear.

• Deliver add-on/supporting services surrounding retail

• Focus on delivering value-for-money propositions linking

sustainability values

• Consolidate Group customer loyalty programmes e.g. Giveit.

Suppliers

Collaborative and

engaging supplier

relationships

• Extended Ethical Sourcing programme, placing more emphasis on supplier

development and training

• Conducted 146 face-to-face trainings in 2020 and completed over 2,000

e-learning lessons on various labour and environmental management topics

• Continued our ongoing factory auditing and monitoring activity.

• Consolidation of upstream suppliers limits our choices

and changes buyer power dynamics

• International trade barriers or access limitations

• Cost of goods sold (COGS) exposure to inflation drivers

in other economies.

• Diversify supply chain geographically

• Continue to apply hedging and appropriate risk

management processes.

Team

members

Strong employment

brand

• Employment brand awareness of 86% (FY19: 89%) and brand attractiveness

of 36% (FY19: 37%)

3


• Implemented Employee Net Promoter Score with baseline established

• Increased employee wage rate

• Announced our Retail Wage commitment, entitling employees at The

Warehouse with at least a year’s worth of service to receive a pay increase,

which rose to $21.15 an hour this year.

• Staff turnover, driving increased staffing costs

• Industrial action risk increases due to climate of wage

‘catch up’ and base wage inflation.

• Partner with employee groups

• Broader employee participation and values beyond wages

• Increase wage rate to improve employee motivation and

satisfaction

• Implement Employee Net Promoter Score to enable constant

feedback and improvement.

Investors

Reputable standing

in the investment

community including

in our ability to

deliver results

• Interim results displayed evidence of benefits from the transformation

plan. This transformation concluded in March 2020 with 282 initiatives

implemented across the Group

• Forward-looking guidance pulled due to uncertainty around impacts

of COVID-19 on trading performance.

• Liquidity of free float stock insufficient to drive more

active investor interest in the stock

• Market prioritisation of short-term profits over long-term

sustainable value creation.

• Continue to maintain regular, open dialogue with the

investment community

• Provide timely, transparent disclosure of company

performance, strategy and investments

• Deliver on stated Group goals and performance targets.

Government

and

community

Strong corporate

brand and reputation

• Maintained 8th position on Corporate Reputation Index 2020

• Raised $71.2 million to date for New Zealand charities and communities

since 1982

• Applied the Government Living Standard Framework to define key areas of

positive outcomes for our society and the environment.

• Our capacity to support government initiatives is spread

too thinly to be effective

• Politicians target The Warehouse Group, leading to

reputational risk.

• Continue routine accountability reporting

• Measuring our impact and the strength of relationships is

difficult, and something we continue to work on.

DRAFT DRAFT

43
Integrated Annual Report 2020

OUR RELATIONSHIPS

to equip students with the technical skills

they need for the future. P-TECH is an

international programme with 220 schools

and more than 100,000 students across 24

countries. It is a five-year programme where

students will complete high school, earn an

advanced diploma and engage in mentoring

from IBM and The Warehouse Group, to

be ready to step easily into high-growth,

'new collar' jobs or continue onto higher

level study.

We worked with Massey University to update

the Massey University Bachelor of Retail and

Business Management (BRBM) degree, to

embed the retail element of the programme

into a general business degree. We continue

to promote retail as a career through

Industry Training Organisations (ITOs) and

membership on the Boards of Directors at

ServiceIQ and Retail NZ as well as the newly

formed Industry Establishment Development

Board overseeing the set-up of Services

Workforce Development Council in building

a sustainable vocational education system.

Through our community partnerships,

we help charities address some of New

Zealanders’ most pressing needs including

mental health, healthy homes, family

violence, child poverty and equality, and our

environment. We work closely with charities

including The Salvation Army, Life Education

Trust, Women’s Refuge and Plunket to

achieve better outcomes for New Zealanders.

Materiality

Given the broad coverage of The Warehouse

Group’s stakeholders, we have not attempted

to define or explain materiality to our

relationships.

Significance

The continuing rise of global online retailing

means that our customers have unlimited

shopping choices 24/7. We must source

dynamically and deliver the latest trends

quickly by partnering and planning with the

right suppliers to ensure we remain relevant

and continue to grow in our market.

Future focus areas

• Deliver stronger end-to-end customer

experiences that motivate our customers

to give us an increased share of wallet

and spend

• Drive product development and design

through strategic relationships with

our suppliers and take the ethical and

responsible sourcing actions that our

customers now expect

• Prepare our culture and organisation to

move our team members into an Agile

working environment and in turn be

prepared for future of work environments

• Continue to work within our communities

and with key stakeholders to deliver a

positive impact for the communities

we serve

• Partner with suppliers who can help us build

our ranges faster, smarter and with more

sustainable options.

1 . Qualtrics, Customer Voice.

2. Marketview (BNZ credit and debit card data). For

the time period from 29 July 2019 to 2 August 2020,

when compared to the entire retail market, including

supermarkets and fuel. FY20 Group market share

includes 1-day and TheMarket.com.

3 Randstad Employer Brand Research 2020 Report,

Wholesale and Retail Trade sectors. Includes

TheMarket.com and 1-day in FY20.

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Customers

Rewarding and

engaging customer

experiences

• Weighted average Net Promoter Score (NPS) increased for the Group in

the last month of the year

1


• Implemented NPS for TheMarket.com

• Customer frequency of purchase remained stable year-on-year, with good

growth in basket size in Noel Leeming and Torpedo7

• The Warehouse Group market share grew +0.4 basis points to 6.3% of the

total retail market (including grocery and fuel).

2

• International competition grows and New Zealand

customers increasingly interact with overseas brands

• Customer disposable income remains constrained in the

years ahead, with the economic impacts from COVID-19

still unclear.

• Deliver add-on/supporting services surrounding retail

• Focus on delivering value-for-money propositions linking

sustainability values

• Consolidate Group customer loyalty programmes e.g. Giveit.

Suppliers

Collaborative and

engaging supplier

relationships

• Extended Ethical Sourcing programme, placing more emphasis on supplier

development and training

• Conducted 146 face-to-face trainings in 2020 and completed over 2,000

e-learning lessons on various labour and environmental management topics

• Continued our ongoing factory auditing and monitoring activity.

• Consolidation of upstream suppliers limits our choices

and changes buyer power dynamics

• International trade barriers or access limitations

• Cost of goods sold (COGS) exposure to inflation drivers

in other economies.

• Diversify supply chain geographically

• Continue to apply hedging and appropriate risk

management processes.

Team

members

Strong employment

brand

• Employment brand awareness of 86% (FY19: 89%) and brand attractiveness

of 36% (FY19: 37%)

3


• Implemented Employee Net Promoter Score with baseline established

• Increased employee wage rate

• Announced our Retail Wage commitment, entitling employees at The

Warehouse with at least a year’s worth of service to receive a pay increase,

which rose to $21.15 an hour this year.

• Staff turnover, driving increased staffing costs

• Industrial action risk increases due to climate of wage

‘catch up’ and base wage inflation.

• Partner with employee groups

• Broader employee participation and values beyond wages

• Increase wage rate to improve employee motivation and

satisfaction

• Implement Employee Net Promoter Score to enable constant

feedback and improvement.

Investors

Reputable standing

in the investment

community including

in our ability to

deliver results

• Interim results displayed evidence of benefits from the transformation

plan. This transformation concluded in March 2020 with 282 initiatives

implemented across the Group

• Forward-looking guidance pulled due to uncertainty around impacts

of COVID-19 on trading performance.

• Liquidity of free float stock insufficient to drive more

active investor interest in the stock

• Market prioritisation of short-term profits over long-term

sustainable value creation.

• Continue to maintain regular, open dialogue with the

investment community

• Provide timely, transparent disclosure of company

performance, strategy and investments

• Deliver on stated Group goals and performance targets.

Government

and

community

Strong corporate

brand and reputation

• Maintained 8th position on Corporate Reputation Index 2020

• Raised $71.2 million to date for New Zealand charities and communities

since 1982

• Applied the Government Living Standard Framework to define key areas of

positive outcomes for our society and the environment.

• Our capacity to support government initiatives is spread

too thinly to be effective

• Politicians target The Warehouse Group, leading to

reputational risk.

• Continue routine accountability reporting

• Measuring our impact and the strength of relationships is

difficult, and something we continue to work on.

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

DRAFT

44
The Warehouse Group

Our Environment

OUR

ENVIRONMENT

Key Initiatives

There are three important ways in which

we are strengthening our sustainability

governance and accelerating our progress

to build New Zealand’s most sustainable,

convenient and customer-first company.

We are embedding sustainability impacts in

all business processes; we are developing

reporting metrics so we can better link

sustainability outcomes to all business

activities; and we are educating our team

members on sustainability matters to

strengthen our 'Do Good' culture.

Reduce

The Group’s Active Emissions Reduction

Programme has been running for two years.

Our goal is to accelerate the transition

to a zero-carbon future by deploying

sustainability in every aspect of our

business via a robust policy framework that

sets sustainability standards and metrics

including emissions reduction, energy

efficiency, water conservation, waste

reduction and community engagement. We

continue to build technical expertise and

market intelligence by working with leading

industry organisations including the New

Zealand Sustainable Business Council (SBC)

and the Climate Leaders Coalition.

In early FY20, we launched our sustainable

packaging guidelines and by year end over

1,000 products had undergone a change to

remove non-recyclable plastics or reduce

overall packaging mass. For example,

removing the PVC plastic satchel around just

one of the blankets in our Living & Co range

and replacing it with a cardboard band will

save 712kg of waste over the next year.

Offset

In February 2020, we celebrated the one-

year anniversary of our Carbon Neutrality.

Our approach to voluntary emissions offsets

continues to be informed by domestic and

international stakeholders’ engagement and

legislation including the Zero Carbon Bill

and Article 6 of the Paris Agreement.

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 Progress

FY25

(5 years)

FY30

(10 years)

Reduce

Reduce carbon emissions

by 32% or 12,742 tonnes

of CO

2

by 2030 (from 2015

baseline)

• Transitioned 30% of our light commercial vehicle fleet to Electric Vehicles

• Converted 5 stores to energy-efficient LED lighting - 20% of stores now

feature LED lighting

• Signed a Collaboration Agreement with Energy Efficiency and

Conservation Authority (EECA) to deliver energy efficiency across

our portfolio.

• The cost of emissions reduction solutions becomes

prohibitive and our carbon emissions grow as our

business grows

• Emissions generated by our logistics increase

• Consumers wrongly attribute emissions generated

by manufacturing the products we sell to the

Group’s footprint.

• Focus on active emissions reduction initiatives

• Ensure the cost of carbon emissions is considered in our

cost of doing business

• Participate in the Climate Leaders Coalition and other

industry organisations.

Divert 85% of our

operational waste

by 2022

• Disposed of 2,741 tonnes of waste to landfill, an increase of 3% year on

year due to COVID-19 hygiene practice, as well as the number of store

renovations during the year.

• Downstream recycling solutions are ineffective,

too costly or unavailable

• Limited buying power to influence suppliers

re-tooling at point of manufacture.

• Include waste diversion achievements in stores’

performance reviews

• Partner with business and government to encourage onshore

recycling solutions.

Reduce packaging waste• Launched Sustainable Packaging Guidelines to further increase

sustainable packaged products

• Delivered packaging improvements across more than 1,000 products,

decreasing the amount of consumer waste to landfill.

• Mandatory product stewardship legislation across

product categories sold by The Warehouse Group

• Change in consumer shopping behaviours because

of growing concerns about plastic pollution.

• Make sustainable packaging a strategic priority for our business

• Partner with international retailers and innovate with

manufacturers

• Monitor the impact of new sustainable packaging on our cost

of goods sold.

Offset

Regeneration of land to

offset 65% of our carbon

emissions by 2025

• Delayed our domestic offsetting programme as we await clarity about

regulations of the treatment of native forestry credits for voluntary non-

Emissions Trading Scheme (ETS) offsetting.

• Increase in the price of domestic native

forestry credits

• Change in voluntary ETS regulation complicates

our capacity to retain our carbon neutral status.

• Participate in key industry forums including the NZ Climate

Leaders Coalition and the New Zealand delegation to the

UN Climate Summit COP25

• Participate in key government consultations on carbon

emissions legislation.

Continue to secure our

carboNZero certification

• On track to retain our carbon neutral certification by purchasing 36,030

international Gold Standard carbon credits (FY19: 41,000) and by

investing in cleantech projects in countries where we operate.

• Pricing volatility for domestic and international

carbon credits

• Reputational risk of International Carbon Credits.

• Delay long-term commitment in favour of a 12-month programme

• Use Gold Standard carbon credits to satisfy the most rigorous

certification process.

Enhance

Reassess our raw

materials

• 6,000 stock keeping units (SKUs) products accounting for over $100m

annual sales carry a sustainability attribute or packaging

• Over 25% of cotton procurement sourced via the Better Cotton Initiative.

• Dependency on suppliers’ ability to deliver new

sustainability requirements without impacting price,

quality and availability.

• Develop detailed analytics that capture the total life-cycle

cost in decision-making

• Grow in-house design and test new price/value combinations

for customers.

Source ethically

and responsibly

• Invested in IT systems enabling us to track the performance of products

with environmental attributes.

• International attestation of suppliers and availability

of products from suppliers who meet our ethical

sourcing standards.

• 100% of our private label manufacturing sites are required to

meet our ethical sourcing standard.

Accelerate our delivery of sustainability proof points to respond to stakeholders’ expectations of

businesses driving positive outcomes for our planet and society

4% year-on-

year reduction

8% year-on-

year reduction

78% diverted

this year

77% diverted

this year

FY18 emissions

100% offset

FY19 emissions

100% offset

DRAFT DRAFT

45
Integrated Annual Report 2020

Our emissions reporting continues to follow

the strictest standards (carboNZeroCert

TM

)

and auditing processes of our independent

third party reporting partner, Toitū

Envirocare. This certification ensures

accurate and consistent carbon emissions

measurement, reduction and neutrality

claims. Our reduction targets are aligned with

the Climate Leaders Coalition commitments,

which reflect the Paris Agreement guidelines.

Our organisation is certified in accordance

with ISO 14064-1:2006 or PAS 2050:2011.

Enhance

Over the past 24 months, the Group has

increased the sustainability of the products

we sell in our stores. Our sourcing and

merchandising teams have set specific goals

in each of our categories while monitoring

the capacity of our suppliers to deliver on

these new requirements.

Significance

The COVID-19 disruption has intensified

and accelerated the risks and opportunities

presented by sustainability. While asking

for great value and affordability, consumers

are increasingly challenging the linear

resource-intensive consumption model

and demanding more sustainable options

available at a value price.

Some attributes such as plastic, packaging,

and waste have become highly polarising

and are driving fundamental changes

in our industry. Our business values, our

team culture, and the technical capacity,

supported by the constant delivery of new

sustainability proof points in our business, are

preparing us positively for this consequential

shift. We believe our focus on sustainability

distinguishes us from many of our competitors.

Materiality

In New Zealand, the Government has passed

the Zero Carbon Act, and New Zealanders

are voicing increasing concern about our

impact on the environment. As a retailer of

fast-moving consumer goods, we see these

trends as fundamentally shifting the way we

engage with our markets, requiring a deep

transformation of our value chain.

We believe our efforts in recent years to

embed sustainability within our ways of

working and especially in our sourcing

practice will position us strategically to

benefit from these changes.

Having based our decisions and actions

on 'Do Good', we now see we have a

positive competitive advantage with retail

and commercial customers. We are well

positioned to respond to government

procurement tenders that now include

sustainability and impact metrics in their

suppliers’ selection criteria.

Future focus areas

• Keep building our sustainable sourcing

capacity and deliver measurable

improvements on ingredient certification,

recyclability, and packaging reduction

• Continue to reduce our business carbon

emissions throughout our operations

• Increase the sustainability fluency of our

entire organisation

• Build a robust set of sustainability policies

and standards to deliver consistent

sustainability outcomes.

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 Progress

FY25

(5 years)

FY30

(10 years)

Reduce

Reduce carbon emissions

by 32% or 12,742 tonnes

of CO

2

by 2030 (from 2015

baseline)

• Transitioned 30% of our light commercial vehicle fleet to Electric Vehicles

• Converted 5 stores to energy-efficient LED lighting - 20% of stores now

feature LED lighting

• Signed a Collaboration Agreement with Energy Efficiency and

Conservation Authority (EECA) to deliver energy efficiency across

our portfolio.

• The cost of emissions reduction solutions becomes

prohibitive and our carbon emissions grow as our

business grows

• Emissions generated by our logistics increase

• Consumers wrongly attribute emissions generated

by manufacturing the products we sell to the

Group’s footprint.

• Focus on active emissions reduction initiatives

• Ensure the cost of carbon emissions is considered in our

cost of doing business

• Participate in the Climate Leaders Coalition and other

industry organisations.

Divert 85% of our

operational waste

by 2022

• Disposed of 2,741 tonnes of waste to landfill, an increase of 3% year on

year due to COVID-19 hygiene practice, as well as the number of store

renovations during the year.

• Downstream recycling solutions are ineffective,

too costly or unavailable

• Limited buying power to influence suppliers

re-tooling at point of manufacture.

• Include waste diversion achievements in stores’

performance reviews

• Partner with business and government to encourage onshore

recycling solutions.

Reduce packaging waste• Launched Sustainable Packaging Guidelines to further increase

sustainable packaged products

• Delivered packaging improvements across more than 1,000 products,

decreasing the amount of consumer waste to landfill.

• Mandatory product stewardship legislation across

product categories sold by The Warehouse Group

• Change in consumer shopping behaviours because

of growing concerns about plastic pollution.

• Make sustainable packaging a strategic priority for our business

• Partner with international retailers and innovate with

manufacturers

• Monitor the impact of new sustainable packaging on our cost

of goods sold.

Offset

Regeneration of land to

offset 65% of our carbon

emissions by 2025

• Delayed our domestic offsetting programme as we await clarity about

regulations of the treatment of native forestry credits for voluntary non-

Emissions Trading Scheme (ETS) offsetting.

• Increase in the price of domestic native

forestry credits

• Change in voluntary ETS regulation complicates

our capacity to retain our carbon neutral status.

• Participate in key industry forums including the NZ Climate

Leaders Coalition and the New Zealand delegation to the

UN Climate Summit COP25

• Participate in key government consultations on carbon

emissions legislation.

Continue to secure our

carboNZero certification

• On track to retain our carbon neutral certification by purchasing 36,030

international Gold Standard carbon credits (FY19: 41,000) and by

investing in cleantech projects in countries where we operate.

• Pricing volatility for domestic and international

carbon credits

• Reputational risk of International Carbon Credits.

• Delay long-term commitment in favour of a 12-month programme

• Use Gold Standard carbon credits to satisfy the most rigorous

certification process.

Enhance

Reassess our raw

materials

• 6,000 stock keeping units (SKUs) products accounting for over $100m

annual sales carry a sustainability attribute or packaging

• Over 25% of cotton procurement sourced via the Better Cotton Initiative.

• Dependency on suppliers’ ability to deliver new

sustainability requirements without impacting price,

quality and availability.

• Develop detailed analytics that capture the total life-cycle

cost in decision-making

• Grow in-house design and test new price/value combinations

for customers.

Source ethically

and responsibly

• Invested in IT systems enabling us to track the performance of products

with environmental attributes.

• International attestation of suppliers and availability

of products from suppliers who meet our ethical

sourcing standards.

• 100% of our private label manufacturing sites are required to

meet our ethical sourcing standard.

20% reduction

from 2015

85% diverted

Consumer

packaging

focus

Yield phase

32% reduction

from 2015

Ongoing

improvement

100%

recyclable

packaging

65% of

emissions

offset this way

35% of

emissions

offset this way

Sustainable sourcing

programme in place

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

DRAFT

46
The Warehouse Group

Financial Capital

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Financial

resilience

Maintain

financial

flexibility

through

strong capital

management

• Closed the financial year in a net cash position (gearing was 13.6% in FY19),

reflecting no interim dividend payment and cash preservation initiatives from

April through to June such as capital expenditure deferral and reduced working

capital

• Available cash liquidity of over $490m at year end

• Banking covenant waiver received on interest cover through to the end of FY21

• Stable cash flow generation as customers chose to shop for value

• The Group maintains lease profile flexibility by having the majority of lease

renewals within 5 years and the majority of lease final expiry dates greater

than 10 years.

• Impact of the New Zealand economy and the indirect

impact of the economic performance of New Zealand’s

major trading partners

• Offshore retailers may enter or increase existing footprint

in New Zealand, altering the retail sector’s competitive

landscape and creating direct business competition

• Economic downturns may result in a deterioration of

financial performance

• Continued uncertainty around impact of COVID-19

on both domestic and global economy.

• The Group’s established New Zealand brands with strong value

propositions and diversified product offering can alleviate

performance pressure from market downturns

• Tightly manage our property portfolio to balance location

security with flexibility to manage individual lease commitments

• Maintain an unparalleled footprint in the New Zealand retail

market across physical and online channels

• Continue to build the capabilities of our customer-centric

ecosystem that is dedicated to creating a frictionless shopping

experience for our customers and be value-enhancing for them.

Total

Shareholder

Return

Reward

shareholders

with a

consistently

strong return

on investment

• Capital decline in share price of 9.6% over FY20 against an increase in the

NZX50 capital index of 5.4%

• Annual Total Shareholder Return was -6.1% (FY19 +20.2%)

• The Dividend Policy is suspended for the current year with the intention to

resume dividend payments in line with policy in FY21

• Return on Funds Employed of 34.5% (FY19: 23.5%).

• Downturn in domestic and international financial markets

may impact on the share price of The Warehouse Group

• Dividend payments may be deferred or cancelled should

it be in the best long-term interests of the company and

its stakeholders. This may be the case where external

events that impact the domestic economy and The

Warehouse Group’s financial performance threaten its

short-term liquidity position.

• Develop trust with shareholders by delivering a high level

of financial reporting and transparency

• Maintain our commitment to consistently deliver value

to our shareholders through a balance of dividends and

capital growth

• Visibility to shareholders on long-term operation and

financial targets.

Allocation of

capital

Optimally

invest in our

business to

grow customer

lifetime value

• Continued developing the Investment Committee process which provides a

disciplined approach to capital expenditure

• Invested in projects aligned to develop and enable the customer ecosystem

such as TheMarket.com, Master Data Management, Warehouse Management

System and an Enterprise Resource Planning system

• Greater focus on optimising the store network to reflect shifts in customer

shopping preferences and initiatives such as store-within-a-store integrations

• Maintained low level of capital expenditure as a percentage of depreciation of

109% in FY20 (FY19: 104%) while investing in operational change.

• Erosion of the asset base from under-investment due

to deferral of spend or lack of strategic direction

• Under-investment in growth initiatives that are core to

delivering exceptional customer retail experiences

• Under performance of investments relative to initial

expectations.

• Refine our maintenance capital expenditure programme to

ensure our infrastructure and customer channels (physical

and online) meet or exceed customer expectations

• Use our investment review process to test the robustness

of investments from an operational, strategic and financial

perspective

• Apply a 'customer-first' lens to expenditure.

Access to

capital

Maintain

access to

diverse capital

sources

• The Group maintains three primary sources of capital in operating cash flow,

debt and equity

• Operating cash flow has significantly improved in FY20 due to working

capital initiatives

• Access to committed bank debt facilities of $330m (undrawn at balance date)

in addition to a $50m seasonal credit facility

• The Group repaid its NZX-listed bond during FY20

• Market capitalisation of $718m by the end of FY20.

• Tightening of credit markets and/or local banking

regulations and downturn in equity market performance

due to local and/or global economic factors cause a

rationing of capital.

• Maintain access to diverse and quality sources of capital

and target liquidity of $500m

• Retain our banking relationships and bank facility headroom

in excess of immediate needs

• Supplement our bank funding with alternative funding

instruments where feasible

• NZX listed for 25 years with a founding shareholder who has

maintained a controlling stake

• Continue our focus on working capital control and converting

earnings into operating cash flow

• Access to NZ Debt Capital Markets.

Key Initiatives

COVID-19 presented an unprecedented

challenge to the business. However, the

Group was well placed to weather the

economic shock because of the operational

and financial disciplines put in place as part

of our transformation programme. Further

initiatives included a greater rigour on

advertising and promotion spend and more

efficient inventory turn. These initiatives,

combined with the wage subsidy received

from the Government, rent relief from many

landlords and improvements to supplier terms,

contributed to the strong cash position of the

business at year end.

Of the FY20 capital expenditure of $63.7m,

51% was on Information Systems & Digital

initiatives, 33% on store, distribution centres

and other property, and the remaining 16% on

logistics. The Group remains of the view there

will be several years of capital expenditure in

the $100m to $120m range as it continues to

invest in platform development.

Significance

Financial capital enables the Group to

execute on the various initiatives we identify

as important for the long-term sustainability

of the Group and development of its capital

base (financial and non-financial). The

transformation plans are, however, not only

associated with financial performance. We are

also investing in areas of the business where

goals are linked to non-financial measures but

the ability to develop, implement and achieve

them is dependent on the financial resources

FINANCIAL CAPITAL

Ensure efficient utilisation of financial capital to compete and enable growth

DRAFT DRAFT

47
Integrated Annual Report 2020

Actual Progress

Roadmap

to our goal

Key RisksMitigations

Focus AreaPriorities

FY19

(last year)

FY20

(this year)

FY20 ProgressFY21FY22+

Financial

resilience

Maintain

financial

flexibility

through

strong capital

management

• Closed the financial year in a net cash position (gearing was 13.6% in FY19),

reflecting no interim dividend payment and cash preservation initiatives from

April through to June such as capital expenditure deferral and reduced working

capital

• Available cash liquidity of over $490m at year end

• Banking covenant waiver received on interest cover through to the end of FY21

• Stable cash flow generation as customers chose to shop for value

• The Group maintains lease profile flexibility by having the majority of lease

renewals within 5 years and the majority of lease final expiry dates greater

than 10 years.

• Impact of the New Zealand economy and the indirect

impact of the economic performance of New Zealand’s

major trading partners

• Offshore retailers may enter or increase existing footprint

in New Zealand, altering the retail sector’s competitive

landscape and creating direct business competition

• Economic downturns may result in a deterioration of

financial performance

• Continued uncertainty around impact of COVID-19

on both domestic and global economy.

• The Group’s established New Zealand brands with strong value

propositions and diversified product offering can alleviate

performance pressure from market downturns

• Tightly manage our property portfolio to balance location

security with flexibility to manage individual lease commitments

• Maintain an unparalleled footprint in the New Zealand retail

market across physical and online channels

• Continue to build the capabilities of our customer-centric

ecosystem that is dedicated to creating a frictionless shopping

experience for our customers and be value-enhancing for them.

Total

Shareholder

Return

Reward

shareholders

with a

consistently

strong return

on investment

• Capital decline in share price of 9.6% over FY20 against an increase in the

NZX50 capital index of 5.4%

• Annual Total Shareholder Return was -6.1% (FY19 +20.2%)

• The Dividend Policy is suspended for the current year with the intention to

resume dividend payments in line with policy in FY21

• Return on Funds Employed of 34.5% (FY19: 23.5%).

• Downturn in domestic and international financial markets

may impact on the share price of The Warehouse Group

• Dividend payments may be deferred or cancelled should

it be in the best long-term interests of the company and

its stakeholders. This may be the case where external

events that impact the domestic economy and The

Warehouse Group’s financial performance threaten its

short-term liquidity position.

• Develop trust with shareholders by delivering a high level

of financial reporting and transparency

• Maintain our commitment to consistently deliver value

to our shareholders through a balance of dividends and

capital growth

• Visibility to shareholders on long-term operation and

financial targets.

Allocation of

capital

Optimally

invest in our

business to

grow customer

lifetime value

• Continued developing the Investment Committee process which provides a

disciplined approach to capital expenditure

• Invested in projects aligned to develop and enable the customer ecosystem

such as TheMarket.com, Master Data Management, Warehouse Management

System and an Enterprise Resource Planning system

• Greater focus on optimising the store network to reflect shifts in customer

shopping preferences and initiatives such as store-within-a-store integrations

• Maintained low level of capital expenditure as a percentage of depreciation of

109% in FY20 (FY19: 104%) while investing in operational change.

• Erosion of the asset base from under-investment due

to deferral of spend or lack of strategic direction

• Under-investment in growth initiatives that are core to

delivering exceptional customer retail experiences

• Under performance of investments relative to initial

expectations.

• Refine our maintenance capital expenditure programme to

ensure our infrastructure and customer channels (physical

and online) meet or exceed customer expectations

• Use our investment review process to test the robustness

of investments from an operational, strategic and financial

perspective

• Apply a 'customer-first' lens to expenditure.

Access to

capital

Maintain

access to

diverse capital

sources

• The Group maintains three primary sources of capital in operating cash flow,

debt and equity

• Operating cash flow has significantly improved in FY20 due to working

capital initiatives

• Access to committed bank debt facilities of $330m (undrawn at balance date)

in addition to a $50m seasonal credit facility

• The Group repaid its NZX-listed bond during FY20

• Market capitalisation of $718m by the end of FY20.

• Tightening of credit markets and/or local banking

regulations and downturn in equity market performance

due to local and/or global economic factors cause a

rationing of capital.

• Maintain access to diverse and quality sources of capital

and target liquidity of $500m

• Retain our banking relationships and bank facility headroom

in excess of immediate needs

• Supplement our bank funding with alternative funding

instruments where feasible

• NZX listed for 25 years with a founding shareholder who has

maintained a controlling stake

• Continue our focus on working capital control and converting

earnings into operating cash flow

• Access to NZ Debt Capital Markets.

of the Group. Financial capital is therefore not

only about financial results, it is also about

delivering results for the betterment of the

Group and our stakeholders.

Materiality

'Do Good' is a value within the Group that

displays our commitment to our people and

our planet and delivering great value to

customers with our products. To deliver on

that commitment, the Group needs to also

have a robust financial capital base.

We have focused on achieving a strong

balance sheet that provides capital headroom

to weather potential downturns and fund

investment in value-enhancing initiatives and

strategies. Financial discipline is of utmost

importance to us and is core to making

sure that we are here for good and for all

New Zealanders.

Future focus areas

• Develop financial processes that enable the

benefits of Agile ways of working

FINANCIAL CAPITAL

• Establish the Quarterly Business Review

process to ensure alignment and

transparency on strategic priorities across

the Group and allocate resources to highest

priority initiatives

• Build the Enterprise Resource Planning

system which commences with a financial

foundation

• Further develop our risk management.

100% Complete50% Complete

Early stages

of completion

75% CompleteOn plan

On plan

but at risk

Behind plan

Not currently

measured

DRAFT

48
The Warehouse Group

DRAFT

49
Integrated Annual Report 2020

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.

These financial statements have been approved for issue by the Board of Directors on 14 October 2020.

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.

FINANCIAL STATEMENTS Page

Consolidated income statement 50

Consolidated statement of comprehensive income 50

Consolidated balance sheet 51

Consolidated statement of cash flows 52

Reconciliation of operating cash flows 52

Consolidated statement of changes in equity 53

BASIS OF PREPARATION

1.1 Reporting entity 54

1.2 Compliance statement 54

1.3 Basis of preparation 54

1.4 Reporting period 54

1.5 Significant transactions and events in the financial year 54

1.6 Critical accounting judgements, 55

estimates and assumptions

1.7 Non-GAAP financial information 55

1.8 Subsequent events 55

FINANCIAL PERFORMANCE

2.0 Segment information 56

2.1 Operating performance 56

2.2 Capital expenditure, depreciation 56

and amortisation

2.3 Balance sheet information 57

3.0 Income and expenses 57

3.1 Other income 57

3.2 Employee expense 57

3.3 Other operating expenses 57

3.4 Auditors’ fees 57

4.0 Taxation 58

4.1 Taxation - Income statement 58

4.2 Balance sheet - Current taxation liability 58

4.3 Balance sheet - Deferred taxation 58

5.0 Adjusted net profit 59

6.0 Earnings per share 59

7.0 Dividends 60

7.1 Dividends paid 60

7.2 Dividend policy reconciliation 60

7.3 Imputation credit account 60

OPERATING ASSETS AND LIABILITIES Page

8.0 Working capital 61

8.1 Inventory 61

8.2 Trade and other receivables 61

8.3 Trade and other payables 61

8.4 Provisions 62

9.0 Non current assets 62

9.1 Property, plant and equipment 62

9.2 Intangible assets 63

10.0 Lease liabilities and right of use assets 64

10.1 Right of use assets 64

10.2 Lease liabilities 64

10.3 Profit impact of NZ IFRS 16 65

10.4 Balance sheet impact of NZ IFRS 16 65

10.5 Changes to cash flow presentation 65

FINANCING AND CAPITAL STRUCTURE

11.0 Borrowings 66

11.1 Net debt 66

11.2 Net interest expense 66

11.3 Bank facilities 66

12.0 Equity 67

12.1 Capital management 67

12.2 Contributed equity 67

12.3 Reserves 68

12.4 Minority interest 68

FINANCIAL RISK MANAGEMENT

13.1 Financial risk factors 69

13.2 Derivative financial instruments 69

13.3 Liquidity risk 70

13.4 Credit risk 70

13.5 Market risk 70

OTHER DISCLOSURES

14.0 Key management 71

15.0 Commitments 71

16.0 Contingent liabilities 71

17.0 Related parties 71

Financial Statements

For the 53 week period ended 2 August 2020

CONTENTS

Joan Withers - Chair

14 October 2020

Keith Smith - Deputy Chair

14 October 2020

DRAFT DRAFT

50
The Warehouse Group

Consolidated Income Statement

For the 53 week period ended 2 August 2020

(53 Weeks) (52 Weeks)

Note2020 2019

$ 000$ 000

Net profit for the period

43,698 65,515

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve(184)19

Movement in derivative cash flow hedges(16,598)(17,165)

Movement in de-designated derivative hedges226 580

Tax relating to movement in hedge reserve4,585 4,644

Other comprehensive income

(11,971)(11,922)

Total comprehensive income

31,727 53,593

Attributable to:

Shareholders of the parent32,501 53,460

Minority interest

12.4

(774)133

Total comprehensive income

31,727 53,593

Attributable to:

Total comprehensive income from continuing operations31,696 55,521

Total comprehensive gain/(loss) from discontinued operations31 (1,928)

Total comprehensive income

31,727 53,593

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent32,470 55,388

Minority interest

12.4

(774)133

Total comprehensive income

31,696 55,521

Consolidated Statement of Comprehensive Income

For the 53 week period ended 2 August 2020

(53 Weeks) (52 Weeks)

Note2020 2019

$ 000$ 000

Continuing operations

Retail sales

2.1

3,172,830 3,071,357

Cost of retail goods sold

8.1

(2,137,950)(2,042,722)

Gross profit

1,034,880 1,028,635

Other income

3.1

83,919 8,325

Employee expense

3.2

(559,299)(520,892)

Depreciation and amortisation expense

2.2

(154,652)(60,613)

Other operating expenses

3.3

(247,087)(343,077)

Operating profit from continuing operations

2.1

157,761 112,378

Unusual items

5.0

(53,079)(9,435)

Earnings before interest and tax from continuing operations

104,682 102,943

Net interest expense

11.2

(46,710)(8,879)

Profit before tax from continuing operations

57,972 94,064

Income tax expense

4.1

(14,305)(26,621)

Net profit for the period from continuing operations

43,667 67,443

Discontinued operations

Gain/(loss) from discontinued operations (net of tax)31 (1,928)

Net profit for the period

43,698 65,515

Attributable to:

Shareholders of the parent44,472 65,382

Minority interests

12.4

(774)133

43,698 65,515

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations44,441 67,310

Gain/(loss) from discontinued operations


31 (1,928)

44,472 65,382

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0

12.9 cents 18.9 cents

Basic earnings per share - continuing operations

6.0

12.9 cents 19.5 cents

DRAFT

51
Integrated Annual Report 2020

Note2020 2019

$ 000$ 000

ASSETS

Current assets

Cash and cash equivalents

11.1

168,068 49,297

Trade and other receivables

8.2

84,263 90,670

Inventories

8.1

393,610 517,758

Derivative financial instruments

13.2

243 7,948

Total current assets

646,184 665,673

Non current assets

Property, plant and equipment

9.1

197,131 221,161

Intangible assets

9.2

135,566 125,512

Right of use assets

10.1

774,175 -

Deferred taxation

4.3

101,805 38,475

Total non current assets

1,208,677 385,148

Total assets

2.3

1,854,861 1,050,821

LIABILITIES

Current liabilities

Borrowings

11.1

- 125,465

Trade and other payables

8.3

420,805352,575

Derivative financial instruments

13.2

27,091 939

Taxation payable

4.2

10,982 713

Lease liabilities

10.2

106,467

-

Provisions

8.4

60,99160,771

Total current liabilities

626,336 540,463

Non current liabilities

Derivative financial instruments

13.2

- 7,055

Lease liabilities

10.2

828,321 -

Provisions

8.4

23,865 21,270

Total non current liabilities

852,186 28,325

Total liabilities

2.3

1,478,522 568,788

Net assets

376,339 482,033

EQUITY

Contributed equity

12.2

360,061 360,061

Reserves

12.3

(13,187)(1,216)

Retained earnings30,259 122,469

Total equity attributable to shareholders

377,133 481,314

Minority interest

12.4

(794)719

Total equity

376,339 482,033

Consolidated Balance Sheet

As at 2 August 2020

DRAFT DRAFT

52
The Warehouse Group

Consolidated Statement of Cash Flows

For the 53 week period ended 2 August 2020

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

(53 weeks) (52 weeks)

Note2020 2019

$ 000 $ 000

Net profit

43,698 65,515

Non-cash items

Depreciation and amortisation expense

2.2

154,652 60,613

Intangible asset impairment

9.2

8,028 5,478

Property, plant and equipment impairment

9.1

8,659 -

Share based payment expense

3.2

350 420

Interest capitalisation384 446

COVID-19 landlord rent relief

10.2

(8,246)-

Movement in deferred tax

4.3

(15,907)4,857

Change in fair value of derivatives that are not hedge effective6,427 -

Movement in de-designated derivative hedges163 418

Total non-cash items

154,510 72,232

Items classified as investing or financing activities

Loss/(gain) on disposal of property, plant and equipment1,206 (10,392)

Loss on lease terminations553 -

Gain on business disposal- (398)

Supplementary dividend tax credit

4.2

136 275

Total investing and financing adjustments

1,895 (10,515)

Changes in assets and liabilities

Trade and other receivables(4,643)6,197

Inventories124,148 6,082

Trade and other payables75,31470,785

Provisions2,815(6,628)

Income tax10,269 (5,675)

Total changes in assets and liabilities

207,903 70,761

Net cash flows from operating activities

408,006 197,993

(53 weeks) (52 weeks)

Note2020 2019

$ 000 $ 000

Cash flows from operating activities

Cash received from customers3,250,429 3,083,748

Payments to suppliers and employees(2,775,928)(2,853,781)

Income tax paid

4.2

(19,879)(26,540)

Interest paid(46,616)(8,657)

408,006 194,770

Loans repaid by discontinued finance business customers- 26,417

New loans to discontinued finance business customers- (23,194)

Net cash flows from operating activities

408,006 197,993

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and computer software12,008 1,860

Proceeds from business disposal- 1,850

Purchase of property, plant and equipment and computer software(64,513)(61,326)

Business disposal warranty claim- (1,421)

Net cash flows from investing activities

(52,505)(59,037)

Cash flows from financing activities

Repayment of bank borrowings- (63,715)

Repayment of fixed rate senior bond(125,000)

-

Lease principal repayments(83,833)

-

Treasury stock dividends received 115 217

Dividends paid to parent shareholders(27,883)(52,302)

Dividends paid to minority shareholders(129)(179)

Other items- (135)

Net cash flows from financing activities

(236,730)(116,114)

Net cash flow118,771 22,842

Opening cash position49,297 26,455

Closing cash position

11.1

168,068 49,297

Reconciliation of Operating Cash Flows

For the 53 week period ended 2 August 2020

DRAFT

53
Integrated Annual Report 2020

Consolidated Statement of Changes in Equity

For the 53 week period ended 2 August 2020

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 53 week period ended 2 August 2020

Balance at the beginning of the period365,517 (5,456)(1,230)14 - 122,469 719 482,033

Adjustment on adoption of NZ IFRS 16

10.4

- - - - - (109,972)(38)(110,010)

Restated balance at the beginning of the period

365,517 (5,456)(1,230)14 - 12,497 681 372,023

Net profit for the period- - - - - 44,472 (774)43,698

Movement in foreign currency translation reserve- - - (184)- - - (184)

Movement in derivative cash flow hedges- - (16,598)- - - - (16,598)

Movement in de-designated derivative hedges- - 226 - - - - 226

Tax relating to movement in hedge reserve

4.2, 4.3

- - 4,585 - - - - 4,585

Total comprehensive income

- - (11,787)(184)- 44,472 (774)31,727

Contributions by and distributions to owners

Share rights charged to the income statement- - - - - - 350 350

Share rights vested- - - - - 922 (922)-

Dividends paid

7.1, 12.4

- - - - - (27,747)(129)(27,876)

Treasury stock dividends received- - - - - 115 - 115

Balance at the end of the period

365,517 (5,456)(13,017)(170)- 30,259 (794)376,339

(note: 12.2) (note: 12.2) (note: 12.3) (note: 12.3) (note: 12.4)

For the 52 week period ended 28 July 2019

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

Adjustment on adoption of NZ IFRS 15- - - - - (275)- (275)

Restated balance at the beginning of the period

365,517 (6,060)10,711 (5)766 108,201 879 480,009

Profit for the period

- - - - - 65,382 133 65,515

Movement in foreign currency translation reserve- - - 19 - - - 19

Movement in derivative cash flow hedges- - (17,165)- - - - (17,165)

Movement in de-designated derivative hedges- - 580 - - - - 580

Tax relating to movement in hedge reserve

4.2, 4.3

- - 4,644 - - - - 4,644

Total comprehensive income

- - (11,941)19 - 65,382 133 53,593

Contributions by and distributions to owners

Share rights charged to the income statement- - - - 63 - 357 420

Share rights vested- 604 - - (829)696 (471)-

Dividends paid

7.1, 12.4

- - - - - (52,027)(179)(52,206)

Treasury stock dividends received- - - - - 217 - 217

Balance at the end of the period

365,517 (5,456)(1,230)14 - 122,469 719 482,033

(note: 12.2) (note: 12.2) (note: 12.3) (note: 12.3) (note: 12.4)

DRAFT DRAFT

54
The Warehouse Group

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 sector. 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 historical 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 do 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 consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed below.

Notes to the Financial Statements - Basis of Preparation

For the 53 week period ended 2 August 2020

Percentage Ownership

Name of EntityPrincipal Activity

20202019

The Warehouse LimitedRetail100 100

Noel Leeming Group LimitedRetail100 100

Torpedo7 LimitedRetail100 100

TheMarket.com LimitedOnline marketplace89 95

Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations100 100

Eldamos Investments LimitedProperty100 100

The Warehouse Nominees LimitedInvestment100 100

1.4 Reporting period

These financial statements are for the 53 week period 29 July 2019 to 2 August 2020. The comparative period is for the 52 week period 30 July 2018 to

28 July 2019. The Group operates on a weekly trading and reporting cycle, which means most financial years represent a 52 week period, a 53 week

catch-up year occurs once every five to six years as happened this year.

1.5 Significant transactions and events in the financial year

The following significant transactions and events affected the financial performance and financial position of the Group for the year ended 2 August 2020:

Adoption of NZ IFRS 16 Leases

During the year, the Group adopted NZ IFRS 16 ‘Leases’ (NZ IFRS 16), which resulted in significant changes to the presentation of the Group’s financial

position. The Group recognised ‘right-of-use’ assets of $834.5 million, and $990.2 million of lease liabilities as at 28 July 2019, with a reduction in retained

earnings of $110.0 million. The standard was adopted using the modified retrospective approach, with no restatement of comparative information. As a

result of adopting NZ IFRS 16, continuing net profit after taxation for the year also increased by $1.5 million. Further details of the adoption of NZ IFRS 16

and the new accounting policies are disclosed in note 10.

Rise transformation

January 2020 marked the completion of the Group’s ‘Rise’ transformation programme, which resulted in 275 initiatives being implemented across the

Group. The programme was designed to improve financial performance and focused on simplification to reduce complexities and costs, reduce working

capital, drive efficiencies and generate greater customer relevance. The Group partnered with a consultancy firm to assist with the implementation of the

programme. The Group incurred costs of $22.0 million (refer note 5.0) which largely represented the consultancy firm’s success fees.

Group structure

Diners Club (NZ) – discontinued operation

The Group wound up the remaining Diners Club (NZ) business in April 2020, which was excluded from the sale of the Group’s Financial Services operations in

September 2017. The Company made a small after-tax profit ($31,000) during the year as part of an arrangement with Diners Club International to assist with

merchant transition.

TheMarket.com – minority interest

TheMarket.com employees increased their minority shareholders’ interests from 5.3% to 10.7% of the Company when their share rights vested in March

2020 (refer note 12.4) as part of the Group’s employee share right plan.

COVID-19

In March 2020, the Government announced a package of measures to support businesses through the impact of COVID-19. Two of the measures that were

introduced which had a direct impact on the Group were the reintroduction of tax depreciation on commercial and industrial buildings and the

wage subsidy scheme.

Wage subsidy scheme

The wage subsidy scheme was designed to support employers adversely affected by COVID-19 whose revenues had declined by more than 30%, so they

could continue to pay their employees. During the seven lockdown period, which commenced at the end of March 2020, the Group’s physical stores were not

permitted to open to the public; this resulted in a year on year decline in revenue of 67% during that period. The Group applied for the Government’s wage

subsidy scheme and received $67.8 million to support around 11,000 of its employees, which equated to 55% of the labour cost over the 12 week subsidy period

(refer note 3.1).

DRAFT

55
Integrated Annual Report 2020

Notes to the Financial Statements - Basis of Preperation

For the 53 week period ended 2 August 2020

1.6 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) Trade and other payables (note 8.3)

(c) Property, plant equipment and software (notes 9.1 and 9.2)

(d) Lease liabilities and right of use assets (notes 10.1 and 10.2)

(e) Derivative financial instruments (note 13.2).

1.8 Subsequent events

On 12 August 2020, following the detection of community transmission of COVID-19 in Auckland, the Government imposed alert level 3 restrictions on

the Auckland region and moved the rest of New Zealand to level 2. During the two and a half week period of level 3 restrictions, sales in the Auckland

region declined 90% compared with the previous year and Group store sales were down 18%. These restrictions also caused additional delays to the

completion of the Group’s inventory cycle counts and disrupted the Group’s Agile restructuring process. The inventory cycle counts were completed in

mid-September 2020 and the Agile consultation process was substantially completed in early October 2020. Changes to COVID-19 alert levels impact

the Group’s operating activities however, these latest restrictions did not impact the Group’s financial statements for the year ended 2 August 2020.

1.7 Non-GAAP financial information

The Group uses operating profit, earnings before tax and interest, unusual items and adjusted net profit to describe financial performance as it considers

these line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS

and may not be comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit

are detailed in note 5.0.

Tax depreciation

The reintroduction of tax depreciation on buildings for tax purposes applies to the Group from 3 August 2020 with a depreciation rate set at 1.5% on a

straight-line basis. For the year ended 2 August 2020, the tax base of the Group’s buildings increased by $7.2 million. This reduced the difference between the

accounting carrying value and the tax base, resulting in an increase in deferred tax assets and a reduction in the tax expense of $2.0 million (refer note 4.1).

Group’s response to COVID-19 during the lockdown period

During the initial lockdown period when the duration of the lockdown and impact of COVID-19 was uncertain the Group embarked on several initiatives to

reduce costs and improve the Group’s liquidity. Among a raft of cash preservation initiative's the Group cancelld its interim dividend ($34.7 million - note 7.1),

negotiated rent reductions and payment deferrals with its landlords ($10.0 million - note 10.2), cancelled the annual employee incentive scheme and reduced

Directors’ fees. The Group also secured $150 million of additional banking facilities, extending the total debt facilities available to $330 million (refer note 11.3).

Post lockdown

The Group benefitted from a surge in sales coming out of lockdown with sales up 18% in the fourth quarter compared to the same period last year, which

was considered to be a consequence of government stimulus packages and pent up customer demand. The strength of trading post lockdown, combined

with working capital improvements and the cost saving initiatives implemented during the lockdown period, bolstered the Group’s liquidity position, this

meant it could repay its fixed rate senior bond of $125 million (refer note 11.1) when it matured in June 2020 from cash reserves.

Derivatives - Interest rate swaps

The Group’s net borrowings reduced by around $200 million compared to last year and at balance date the Group had cash on hand of $168 million.

Without core borrowings, the Group’s interest rate swaps were not fully effective as cash flow hedges, which meant the Group recognised a mark to

market loss of $6.4 million on a portion of the derivatives that were considered ineffective as cash flow hedges (refer note 13.2).

Agile restructure

COVID-19 accelerated the Group’s plans to transition to an Agile way of working. The Group partnered with the same consultancy firm used for the Rise

transformation, on a similar fee basis. As part of the transition, the Group commenced a consultation process with its employees in June 2020, which

resulted in a reduction in roles across both stores and the Group’s head office of around 1,100 positions. The transition process also involved the closure of

eight underperforming stores. The Group incurred costs of $22.2 million, which are detailed in note 5.0.

Other consequences

Management has also assessed the impact of COVID-19 on other aspects of the balance sheet. The Group increased inventory provisions by $13.0

million (refer note 8.1) following a detailed review of inventory to reflect management’s best estimate of net realisable value based on the expected

future economic conditions. A review of property, plant, equipment and intangible assets identified asset impairments associated with store closures and

redundant assets from changes to ways of working. The Group recorded impairment expenses of $11.4 million (refer note 2.2).

NZX waiver

The Company received an NZX waiver that provided the Group with an additional 30 days to prepare and release this year’s results. The extra time allowed

the Group to complete its inventory cycle counts, post balance date, for stores which were unable to perform stocktakes during the seven week lockdown

period. The results of these stocktakes are recognised in the year end results. The extra time also meant the Group was able to reduce the number of

estimates used to determine redundancy accruals by accessing the most up to date information regarding the consultation process which continued after

balance date (refer note 8.3).

DRAFT DRAFT

56
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 53 week period ended 2 August 2020

Asset impairment expenses reclassified as unusual items relate to the impairment of the Torpedo7 brand name of $2.545 million (2019: $5.478 million) and asset

impairments ($4.367 million) related to store closures included as part of the Agile restructure costs (refer note 5.0).

2.2 Capital expenditure, depreciation and amortisation

Impairment

Depreciation

and Amortisation

Capital Expenditure

Note202020192020 2019 2020 2019

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

The Warehouse segment11,347 - 44,340 46,310 47,829 47,753

Noel Leeming 257 - 8,624 9,912 8,349 6,290

Torpedo75,083 5,478 1,846 1,453 3,138 3,986

TheMarket- - 1,924 1,200 3,362 3,641

Other Group operations- - 1,502 1,738 444 433

Property, plant, equipment and intangible assets

16,687 5,478 58,236 60,613 63,122 62,103

Right of use assets

10.1

1,576 - 96,416 -

Reclassified as an unusual item(6,912)(5,478)- -

Impairment, depreciation and amortisation expense

11,351 - 154,652 60,613

Comprising

Property, plant and equipment

9.1

8,659 - 45,366 50,371 32,162 34,676

Intangible assets

9.2

8,028 5,478 12,870 10,242 30,960 27,427

Property, plant, equipment and intangible assets

16,687 5,478 58,236 60,613 63,122 62,103

Operating segments

The Group has four operating segments trading in the New Zealand retail sector and a start-up online marketplace venture. 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. The Group

has disclosed its segment operating profit performance on a basis that excludes the impact of adopting NZ IFRS 16 (refer note 10), which is consistent with the

Group’s internal reporting.

Each of the four main retail segments represents a distinct retail brand that operates throughout New Zealand. 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 92 (2019: 93) The Warehouse stores, 71 (2019:

70) Warehouse Stationery stores, 74 (2019: 77) Noel Leeming stores and 20 (2019: 18) Torpedo7 stores. The Warehouse predominantly sells general merchandise

and apparel, Warehouse Stationery sells stationery products, Noel Leeming sells technology and appliance products and Torpedo7 sells sporting equipment.

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

which allocated the costs of these 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.

2.0 SEGMENT INFORMATION

2.1 Operating performance

RevenueOperating ProfitRetail Operating Margin

Note2020 20192020201920202019

$ 000$ 000$ 000$ 000

The Warehouse1,706,036 1,705,687 96,28085,075 5.6% 5.0%

Warehouse Stationery 268,845 268,592 22,764 16,669 8.5% 6.2%

Warehouse Segment

1,974,881 1,974,279 119,044101,744 6.0% 5.2%

Noel Leeming 1,009,975 924,648 46,041 38,103 4.6% 4.1%

Torpedo7190,971 172,474 (14,746)(7,027)-7.7% -4.1%

TheMarket1,450 - (14,657)(5,996)

Other Group operations6,673 8,508 (18,880)(14,446)

Inter-segment eliminations(11,120)(8,552)- -

Group

3,172,830 3,071,357 116,802 112,378 3.7% 3.7%

Adjustments for NZ IFRS 16

10.3

40,959 -

Operating profit from continuing operations

157,761 112,378

Unusual items

5.0

(53,079)(9,435)

Earnings before interest and tax from continuing operations

104,682 102,943

Retail Sales

Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for instore sales or where the goods

are purchased online when the goods have been delivered to the customer. 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.

DRAFT

57
Integrated Annual Report 2020

3.0 INCOME AND EXPENSES

COVID-19 Wage Subsidy

In March 2020, the Government announced a package of measures to support businesses through the impact of COVID-19 including the wage subsidy

scheme. The scheme provided financial support to employers adversely affected by COVID-19 that experienced a minimum 30% decline in revenue, so they

could continue to pay their employees over a 12 week period, and support workers to ensure they continued to receive an income and stay connected to

their employer. The sales of the four main trading brands declined by 67% during the seven week lockdown period which commenced in March 2020 when

the COVID-19 alert levels were set at levels 3 and 4 and the Group was unable to open its physical store network. The Group applied for the Government’s

wage subsidy scheme on behalf of around 11,000 employees and received $67.768 million in total support for its employees which equated to 55% of the

labour cost over the 12 week period of the subsidy.

3.1 Other income

Note2020 2019

$ 000$ 000

COVID-19 wage subsidy67,768

-

COVID-19 landlord rent relief

10.2

8,246

-

Tenancy rents received2,734 3,348

Other5,171 4,977

Other income

83,919 8,325

3.2 Employee expense

2020 2019

$ 000 $ 000

Wages and salaries549,522 493,514

Directors' fees703 709

Performance based compensation8,724 26,249

Equity settled share based payments expense350 420

Employee expense

559,299 520,892

3.3 Other operating expenses

Note2020 2019

$ 000 $ 000

Other operating expenses include:

Provision for bad and doubtful debts expense3,2212,142

Loss on disposal of plant and equipment1,294 1,369

Asset impairments

2.2

11,351 -

Donations134 89

Net foreign currency exchange (gain)/loss(16)64

3.4 Auditors’ fees

2020 2019

$ 000 $ 000

Auditing the Group financial statements620 520

Reviewing the half year financial statements93 90

Other services4667

Total fees paid to PricewaterhouseCoopers

759677

Audit Fees - Corporate Governance

Fees paid to PricewaterhouseCoopers for other services relate to treasury market analysis, agreed upon procedures at the Annual Shareholders’ Meeting and

a tax audit for an overseas subsidiary. 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 not considered to be in conflict with the

preservation of the independence of the auditor, subject to Audit and Risk Committee approval.

Notes to the Financial Statements - Financial Performance

For the 53 week period ended 2 August 2020

2.3 Balance sheet information

Total AssetsTotal Liabilities

Note2020 2019 2020 2019

$ 000 $ 000 $ 000 $ 000

The Warehouse segment425,015 536,464 319,992 302,333

Noel Leeming 169,297 175,053 161,367 107,754

Torpedo749,701 63,694 19,627 20,247

TheMarket8,687 6,906 3,733 1,940

Other Group operations84,914 97,483 942 2,342

Operating assets/liabilities

737,614 879,600 505,661 434,616

Unallocated assets/liabilities

Cash and borrowings

11.1

168,068 49,297 - 125,465

Derivative financial instruments

13.2

243 7,948 27,091 7,994

Right of use assets/Lease liabilities774,175

-

934,788

-

Intangible goodwill and brands

9.2

72,956 75,501 - -

Taxation assets/liabilities

4.2, 4.3

101,805 38,475 10,982 713

Total Group

1,854,861 1,050,821 1,478,522 568,788

DRAFT DRAFT

58
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 53 week period ended 2 August 2020

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

4.3 Balance sheet - Deferred taxation

Note

Brand

NamesLeases

Property, Plant

Equipment

and Software

Employee

ProvisionsDerivativesOtherTotal

For the 53 week period ended 2 August 2020

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

Opening balance11,843 - 6,128 13,425 415 6,664 38,475

Adjustment on adoption of NZ IFRS 1610.4 - 42,782 - - - - 42,782

Charged/(credited) to the income statement

4.1

3,870 (571)3,098 5,923 1,681 1,906 15,907

Net charged to other comprehensive income- - - - 4,648 (7)4,641

Closing balance

15,713 42,211 9,226 19,348 6,744 8,563 101,805

For the 52 week period ended 28 July 2019

Opening balance15,387 - 6,229 13,933 (4,391)7,260 38,418

Adjustment on adoption of NZ IFRS 15- - - - - 108 108

Charged/(credited) to the income statement

4.1

(3,544)- (101)(508)- (704)(4,857)

Net charged to other comprehensive income- - - - 4,806 - 4,806

Closing balance

11,843 - 6,128 13,425 415 6,664 38,475

4.2 Balance sheet - Current taxation liability

Note2020 2019

$ 000 $ 000

Opening balance(713)(6,388)

Foreign exchange movement3 -

Current year income tax payable

4.1

(30,224)(20,978)

Net taxation paid19,879 26,540

Transfer from cash flow hedge reserve(63)(162)

Supplementary dividend tax credit136 275

Closing balance

(10,982)(713)

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

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.

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

Note2020 2019

$ 000$ 000

Profit before tax from continuing operations57,972 94,064

Gain/(Loss) before tax from discontinued operations43 (2,714)

Profit before tax

58,015 91,350

Taxation calculated at 28%16,244 25,578

Adjusted for the tax effect of:

Non deductible expenditure693 804

Income tax relating to building depreciation

5.0

(2,025)-

Income tax over provided in prior year(595)(547)

Income tax expense

14,317 25,835

Adjust for income tax expense attributable to losses from discontinued operations(12)786

Income tax expense attributable to continuing operations

14,305 26,621

Income tax expense comprises:

Current year income tax payable

4.2

30,224 20,978

Deferred taxation

4.3

(15,907)4,857

Income tax expense

14,317 25,835

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59
Integrated Annual Report 2020

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

Note2020 2019

$ 000$ 000

Adjusted net profit

80,744 74,103

Add back: Unusual items

Gain on property disposals88 11,761

Restructuring costs - Rise(22,006)(15,718)

Restructuring costs - Agile(22,189)-

Change in fair value of derivatives that are not hedge effective

13.2

(6,427)-

Brand impairment (Torpedo7)

9.2

(2,545)(5,478)

Unusual items before taxation and NZ IFRS 16 adjustments

(53,079)(9,435)

Adjustments for NZ IFRS 16(154)-

Income tax on the unusual items above14,905 2,642

Income tax relating to building depreciation

4.1

2,025 -

Unusual items after taxation

(36,303)(6,793)

Net profit from continuing operations attributable to shareholders of the parent

44,441 67,310

Earnings per share calculation

Note2020 2019

Net profit attributable to shareholders of the parent ($ 000s)44,472 65,382

Net profit from continuing operations attributable to shareholders of the parent ($ 000s)44,441 67,310

Adjusted net profit ($ 000s)

5.0

80,744 74,103

Basic

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)345,286 345,229

Basic earnings per share (cents)12.9 18.9

Basic earnings per share from continuing operations (cents)12.9 19.5

Adjusted basic earnings per share (cents)23.4 21.5

Unusual items

Restructuring costs - Rise

(a) The three year transformation programme known internally as ‘Rise’ concluded in January 2020. The programme changed the Group’s operating model

and included shifting The Warehouse away from a ‘Hi-Lo’ pricing model to an ‘Every Day Low Price’ model. The changes drove an improvement in financial

performance and focused on simplification to reduce complexities and costs, reduce working capital, drive efficiencies and generate greater customer

relevance.

The Group partnered with a management consultancy firm to assist with the transformation process and implementation. Fees paid to the consultants

were a combination of fixed and success fees. The success fees were only payable when it could be demonstrated that the transformation initiatives had

achieved the expected outcomes.

Restructuring costs - Agile

(b) In February 2020 the Group commenced a plan to move the Group to an Agile way of working, shifting from a traditional hierarchical organisation

structure to a flatter structure. The plan also involves rationalising the Group’s store network by combining The Warehouse and Warehouse Stationery

stores within one location and closing underperforming stores. As a result of the shift to Agile, the Group will reduce its number of employees across both

stores and the Group’s head office and incur redundancy costs ($13.652 million), and has also incurred asset impairment costs connected with the store

closures ($4.367 million). The Group has partnered with the same consultancy firm which helped with the ‘Rise’ transformation programme to assist with the

Agile transition, based on a similar fee arrangement.

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 a better measure of underlying business performance. 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 gains or losses from property disposals,

goodwill and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring

the Group. Following the adoption of NZ IFRS 16 (refer note 10.0) the non-cash impact relating to the new lease accounting standard are also excluded

from adjusted net profit.

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 shares) outstanding during the year. Continuing and adjusted basic

EPS are similarly calculated using continuing and adjusted net profit as the numerator.

Notes to the Financial Statements - Financial Performance

For the 53 week period ended 2 August 2020

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60
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 53 week period ended 2 August 2020

7.0 DIVIDENDS

7.1 Dividends paid

2020 2019 2020 2019

$ 000$ 000

CENTS PER

SHARE

CENTS PER

SHARE

Prior year final dividend27,747 20,811 8.0 6.0

Interim dividend- 31,216 - 9.0

Total dividends paid

27,747 52,027 8.0 15.0

7.2 Dividend policy reconciliation

Note2020 2019 2020 2019

$ 000$ 000

CENTS PER

SHARE

CENTS PER

SHARE

Interim dividend- 31,216 - 9.0

Final dividend (declared after balance date)- 27,747 - 8.0

Total dividends declared in respect of the current financial year- 58,963 - 17.0

Group adjusted net profit

5.0

80,744 74,103

Pay-out ratio (%) 0.0% 79.6%

7.3 Imputation credit account

2020 2019

$ 000$ 000

Imputation credits at balance date available for future distribution133,689 113,294

Dividend policy

The Board typically declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend) based on the Group’s

dividend policy of distributing between 75% and 85% of the Group’s adjusted net profit.

In March 2020 as a result of the uncertainty around the impact of COVID-19 at that time, the Board decided it was in the best interest of the Group to

cancel its previously declared interim dividend ($34.684 million – 10.0 cents per share). The Group has since suspended the dividend policy for the current

year and hopes to return to paying dividends in line with its dividend policy for the next financial year.

All dividends paid were fully imputed.

No dividends were declared for the current financial year.

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 remaining current year’s provisional income taxation.

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Integrated Annual Report 2020

8.0 WORKING CAPITAL

8.1 Inventory

2020 2019

$ 000$ 000

Finished goods382,380 478,234

Inventory provisions(36,943)(23,968)

Retail stock345,437 454,266

Goods in transit from overseas48,173 63,492

Inventory

393,610 517,758

8.2 Trade and other receivables

2020 2019

$ 000 $ 000

Trade receivables40,035 42,335

Prepayments14,764 13,479

Property disposal proceeds- 11,050

Rebate accruals and other debtors29,464 23,806

Trade and other receivables

84,263 90,670

8.3 Trade and other payables

2020 2019

$ 000 $ 000

Local trade creditors and accruals285,226 211,868

Foreign currency trade creditors55,810 76,869

Goods in transit creditors19,669 20,508

Capital expenditure creditors1,250 2,641

Goods and services tax14,329 14,345

Reward schemes, Lay-bys, Christmas club deposits and gift vouchers20,503 17,393

Payroll accruals24,0188,951

Trade and other payables

420,805352,575

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 period is recognised as an expense and

included in the 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 recognised

based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected

collectability of trade and other receivables is reviewed on an ongoing basis.

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 to 120 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 estimates and judgements 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.

Significant judgements and estimates

Payroll accruals include an accrual ($4.141 million) and the employee entitlement provision includes a provision ($9.124 million – refer note 8.4) for redundancy

payments that arise from the Group’s shift to an Agile operating model (refer note 5.0). The employee consultation process regarding the Agile restructure

commenced in June 2020 and the outcome of this process was largely confirmed prior to the completion of the financial statements. In a few instances the

potential outcome of the employee consultation process was unknown and the Group has used its judgement to estimate the residual liability ($1.369 million)

which forms part of the employee entitlement provision.

Notes to the Financial Statements - Operating Assets and Liabilities

For the 53 week period ended 2 August 2020

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The Warehouse Group

Notes to the Financial Statements - Operating Assets and Liabilities

For the 53 week period ended 2 August 2020

Significant judgements and estimates

The Group considered the wider impacts of the outbreak of COVID-19 on the economy and the Agile restructure (refer note 5.0) as part of the annual

impairment review of the carrying amounts of property, plant, equipment and software (refer note 9.2). This review involved making judgements and

estimates to determine individual and collective asset recoverable amounts and the identification of obsolete and redundant assets which arise from

changes to the Group’s ways of working.

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) Annual leave and sick leave

Liabilities for 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

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.

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 - 15 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

2020 2019 2020 2019 2020 2019

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

Employee entitlements53,56854,204 16,048 14,490 69,61668,694

Make good provision834 942 7,817 6,780 8,651 7,722

Sales return provision6,589 5,625 - - 6,589 5,625

Total provisions

60,99160,771 23,865 21,270 84,85682,041

9.1 Property, plant and equipment

Land and BuildingsPlant and EquipmentWork in ProgressTotal

Note2020 2019 2020 2019 2020 2019 2020 2019

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

Cost93,498 91,018 651,544 638,828 9,702 16,638 754,744 746,484

Impairment & accumulated depreciation(13,086)(11,840)(520,497)(496,040)- - (533,583)(507,880)

Opening carrying amount

80,412 79,178 131,047 142,788 9,702 16,638 221,161 238,604

Additions

2.2

229 3,594 30,850 38,018 1,083 (6,936)32,162 34,676

Disposals(200)(1,112)(1,967)(636)- - (2,167)(1,748)

Impairment

2.2

- - (8,659)- - - (8,659)-

Depreciation

2.2

(1,107)(1,248)(44,259)(49,123)- - (45,366)(50,371)

Closing carrying amount

79,334 80,412 107,012 131,047 10,785 9,702 197,131 221,161

Cost93,527 93,498 638,450 651,544 10,785 9,702 742,762 754,744

Impairment & accumulated depreciation(14,193)(13,086)(531,438)(520,497)- - (545,631)(533,583)

Closing carrying amount

79,334 80,412 107,012 131,047 10,785 9,702 197,131 221,161

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Integrated Annual Report 2020

9.2 Intangible assets

GoodwillBrand NamesComputer SoftwareTotal

Note2020

2019

2020

2019

2020

2019 2020 2019

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

Cost94,380 94,380 23,523 23,523 149,035 126,689 266,938 244,592

Impairment & accumulated amortisation (36,924)(36,924)(5,478)- (99,024)(92,300)(141,426)(129,224)

Opening carrying amount57,456 57,456 18,045 23,523 50,011 34,389 125,512 115,368

Additions

2.2

- - - - 30,960 27,427 30,960 27,427

Disposals- - - - (8)(1,563)(8)(1,563)

Impairment

2.2

- - (2,545)(5,478)(5,483)- (8,028)(5,478)

Amortisation

2.2

- - - - (12,870)(10,242)(12,870)(10,242)

Closing carrying amount

57,456 57,456 15,500 18,045 62,610 50,011 135,566 125,512

Cost94,380 94,380 23,523 23,523 151,597 149,035 269,500 266,938

Impairment & accumulated amortisation (36,924)(36,924)(8,023)(5,478)(88,987)(99,024)(133,934)(141,426)

Closing carrying amount

57,456 57,456 15,500 18,045 62,610 50,011 135,566 125,512

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 has 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.

Torpedo7 brand impairment

The Group has taken the decision to fully write off the brand name held by Torpedo7 of $2.545 million (2019: $5.478 million). Several years of underperformance

relative to plan, a subdued economic outlook and a pathway to profit improvement which is not without execution risk has led to this decision.

Goodwill and brand impairment testing

The Group performs an annual impairment test of its goodwill and brand intangible assets which involves comparing the recoverable amount of the assets

to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is

based on projections regarding future 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 the future cash flow projections. The Group also engages external advisors to determine

appropriate discount rates and long term growth rates, integral to the valuations. The valuations are then scaled back to align with the average values assessed

by a selection of the Group’s external equity research analysts.

The Group’s goodwill and brand assets are allocated to cash generating units (CGUs) and form the basis for impairment testing. CGUs represent the lowest

level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand assets and

the allocation to CGUs, along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the five year projection period, are set

out in the table below.

Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment also includes the

Warehouse Stationery business; the operating margin assumptions for this business division are different from those of the primary business at 7.0%

(2019: 8.6%). The annual impairment testing for both Noel Leeming and The Warehouse CGUs indicated ample headroom and that the carrying amounts of

the attributed goodwill and brand assets were not impaired.

Impairment testing

Noel LeemingThe Warehouse

2020 2019 2020 2019

$ 000 $ 000 $ 000 $ 000

Goodwill31,776 31,776 25,680 25,680

Brand names15,500 15,500 - -

Closing carrying amount

47,276 47,276 25,680 25,680

Key assumptions

Terminal year EBIT margin (%)4.0 5.1 6.0 7.1

Terminal year growth rate (%)1.3 1.5 1.3 1.5

Post-tax discount rate (%)9.7 9.3 8.5 8.5

Notes to the Financial Statements - Operating Assets and Liabilities

For the 53 week period ended 2 August 2020

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The Warehouse Group

Notes to the Financial Statements - Operating Assets and Liabilities

For the 53 week period ended 2 August 2020

Reassessment of lease terms

The Groups shift to an Agile operating model combined with the impacts of COVID-19 accelerated plans to rationalise the store network and caused the Group to

reassess whether it was reasonably certain to exercise store lease extension options, or termination options. The result of this review indicated that a number of

leases will be terminated at the end of the next lease renewal period, which was earlier than previously planned.

COVID-19 Landlord rent relief

The Group negotiated rent concessions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic. These concessions

included reduced rents and payment deferrals. In May 2020 the International Accounting Standards Board issued an amendment to NZ IFRS 16 which allowed the

Group not to account for rent concessions as lease modifications if they are a consequence of COVID-19. The Group applied this practical expedient to account

for all the landlord rent concessions, which meant the rent reductions were accounted for as negative variable lease payments ($8.246 – million note 3.1) and the

payment deferrals ($1.713 million) as timing differences, reducing the amount of lease repayments.

The table below details the movements in the lease liabilities for the year following the adoption of NZ IFRS 16 and provides a reconciliation between the liabilities

recognised at the date of transition and the lease commitments (calculated in accordance with NZ IAS 17) disclosed last year.

The Group adopted NZ IFRS 16 ‘Leases’ from the commencement of the current year, which replaced the previous guidance in NZ IAS 17 for lease accounting. On

adoption of NZ IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under NZ IAS 17. These

liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate at the date of transition

(28 July 2019). The Group’s weighted average incremental borrowing rate applied to the lease liabilities on transition was 4.23%.

The Group used the ‘modified retrospective approach’ for its transition, which does not permit the Group to restate comparative amounts for the periods prior

to adoption. This transition approach allowed the Group to use hindsight to determine the commencement date of leases by removing the requirement to

retrospectively assess the likelihood that options to extend or terminate leases would be exercised and to use the Group’s incremental borrowing rate set at the date

of transition. There was also an optional exemption to exclude short term leases and leases of low value assets which the Group elected to apply.

The table below details the movements in the ‘right-of-use’ assets for the period following the adoption of NZ IFRS 16 through to balance date.

10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS

10.1 Right of use assets

NoteCost

Accumulated

Depreciation

Carrying

Amount

For the 53 week period ended 2 August 2020

$ 000$ 000$ 000

Carrying amount at transition

10.4

1,510,584 (676,093)834,491

Additions66,202 - 66,202

Depreciation- (96,416)(96,416)

Reassessment of lease terms

10.2

(21,960)- (21,960)

Lease impairments- (1,576)(1,576)

Lease surrenders and terminations(56,819)50,253 (6,566)

Closing carrying amount

1,498,007 (723,832)774,175

10.2 Lease liabilities

Note

2020

For the 53 week period ended 2 August 2020

$ 000

Operating lease commitment disclosed at 28 July 2019661,508

Adjustments as a result of different treatment of extension and termination options601,863

Calculation refinements1,896

The above adjustments discounted at the Group's incremental borrowing rate at transition(275,054)

Carrying amount at transition

10.4

990,213

Additions66,202

Interest for the period41,113

Reassessment of lease terms(21,960)

COVID-19 landlord rent relief

3.1

(8,246)

Lease repayments(124,946)

Lease surrenders and terminations(7,588)

Closing carrying amount

934,788

Lease liability maturity analysis

Gross Lease

PaymentsInterest

Carrying

Amount

As at 2 August 2020

$ 000$ 000$ 000

Within one year143,950 (37,483)106,467

One to two years116,756 (33,871)82,885

Two to five years329,939 (80,767)249,172

Beyond five years591,554 (95,290)496,264

Total lease liability

1,182,199 (247,411)934,788

Current lease liability106,467

Non-current lease liability828,321

Total lease liability

934,788

New accounting policy

A ‘lease liability’ and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has sufficient

value not to be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value of future

lease payments discounted using the Groups incremental borrowing rate over the lease term including any contractual lease extension options considered

reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment is made for

inflation indexed lease payment increases.

Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period to

produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the shorter of

the asset’s useful life and the lease term on a straight line basis.

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65
Integrated Annual Report 2020

The impact of NZ IFRS 16 on the income statement decreases operating expenses by removing the lease expense previously calculated in accordance with

NZ IAS 17, increases the depreciation expense for the depreciation on the new ‘right-of-use’ assets, increases ‘other income’ for the COVID-19 rent relief

and increases the interest expense for the interest element connected with repayment of the new lease liabilities. The adjustment to unusual items relates

to the impairment of onerous leases and differences in the accounting treatments. Where the Group intends to leave a store prior to the expected lease

expiry, NZ IFRS 16 requires the ‘Right of Use’ asset to be impaired, whereas the previous accounting treatment required the recognition of an onerous lease

obligation, which has a different value from the ‘right of use’ asset impairment.

In addition to recognising the new ‘right of use’ assets and related ‘lease liabilities’, adjustments were made to ‘trade and other payables’ to remove operating

lease incentives and timing accruals and to remove ‘onerous leases’ which were calculated in accordance with NZ IAS 17. An adjustment is also made to

recognise the effect of deferred taxation on the adjustments.

Prior to the adoption of NZ IFRS 16, lease payments were included in payments to suppliers within operating activities. Lease payments following the

adoption of NZ IFRS 16 are reclassified between the interest component, which is treated as an operating cash flow, and the principal repayments,

which are classified as financing activities.

Notes to the Financial Statements - Operating Assets and Liabilities

For the 53 week period ended 2 August 2020

10.5 Changes to cash flow presentation

2020

For the 53 week period ended 2 August 2020

$ 000

Interest paid on leases (operating activities)41,113

Lease principal repayments (financing activities)83,833

Total cash outflows from leases

124,946

10.3 Profit impact of NZ IFRS 16

Excluding

NZ IFRS 16

Impact of

NZ IFRS 16

Reported

Result

For the 53 week period ended 2 August 2020

$ 000$ 000$ 000

Gross profit1,034,880 - 1,034,880

Other income75,673 8,246 83,919

Employee expenses(559,299)- (559,299)

Depreciation and amortisation expenses(58,236)(96,416)(154,652)

Other operating expenses(376,216)129,129 (247,087)

Operating profit from continuing operations

116,802 40,959 157,761

Unusual items(55,271)2,192 (53,079)

Earnings before interest and tax from continuing operations

61,531 43,151 104,682

Net interest expense(5,597)(41,113)(46,710)

Profit before tax from continuing operations

55,934 2,038 57,972

Income tax expense(13,734)(571)(14,305)

Net profit for the period from continuing operations

42,200 1,467 43,667

As at 2 August 2020As at Transition 28 July 2019

Excluding

NZ IFRS 16

Impact of

NZ IFRS 16

Reported

Result

Prior to

Adoption

Impact of

NZ IFRS 16

Transition

Amounts

10.4 Balance Sheet impact of NZ IFRS 16

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

Right of use assets- 774,175 774,175 - 834,491 834,491

Deferred taxation59,594 42,211 101,805 38,475 42,782 81,257

All other assets978,881 - 978,881 1,012,346 - 1,012,346

Total assets

1,038,475 816,386 1,854,861 1,050,821 877,273 1,928,094

Borrowings- - - 125,465 (50)125,415

Trade and other payables436,127 (6,198)429,929 352,575 (2,880)349,695

Provisions - onerous leases3,661 (3,661)-

Lease liabilities- 934,788 934,788 - 990,213 990,213

All other liabilities113,805 - 113,805 90,748 - 90,748

Total liabilities

553,593 924,929 1,478,522 568,788 987,283 1,556,071

Net assets/Equity

484,882 (108,543)376,339 482,033 (110,010)372,023

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The Warehouse Group

Notes to the Financial Statements - Financing and Capital Structure

For the 53 week period ended 2 August 2020

Net debt in the table below excludes lease liabilities recognised under NZ IFRS 16 (refer note 10.2). Net debt including these lease liabilities is $766.720 million.

11.0 BORROWINGS

In addition to the $330 million (2019: $180 million) of committed bank debt facilities, the Group has seasonal credit facilities (three months) of $50 million

(2019: $50 million) which commence in mid September each year to accommodate the increased funding demands during the Groups peak funding period.

Cash on hand and at bank

Cash on hand and at bank includes short term bank deposits and 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 weekend store sales paid by EFTPOS remain uncleared at balance date.

Fixed rate senior bond

The Group issued a five year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with interest payable every six months (15 June and

15 December) based on a 5.30% coupon. The bond was fully repaid from cash reserves in June 2020 when the bond matured.

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.

11.1 Net debt

Note2020 2019

$ 000 $ 000

Cash on hand and at bank

168,068 49,297

Lease liabilities (NZ IAS 17)

10.4

- 50

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

Fair value adjustment relating to senior bond interest rate hedge - 799

Unamortised capitalised costs on senior bond issuance- (384)

Current borrowings

- 125,465

Net debt/(Cash in funds)

(168,068)76,168

11.2 Net interest expense

Note2020 2019

$ 000 $ 000

Interest on deposits and use of money interest received

(713)(436)

Interest on bank borrowings127 2,263

Interest on fixed rate senior bond6,210 7,043

Interest on leases

10.2

41,113 -

Net interest expense

46,7378,870

Less interest attributable to discontinued operations(27)9

Net interest expense from continuing operations

46,7108,879

11.3 Bank facilities

2020 2019

$ 000 $ 000

Bank debt facilities330,000 180,000

Bank facilities used- -

Unused bank debt facilities

330,000 180,000

Letters of credit facilities18,000 28,000

Letters of credit(2,249)(2,467)

Unused letter of credit facilities15,751 25,533

Total unused bank facilities

345,751 205,533

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Integrated Annual Report 2020

12.0 EQUITY

12.2 Contributed equity

Contributed equityOrdinary shares

2020 2019 2020 2019

$ 000 $ 000 000000

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

Treasury shares(5,456)(5,456)(1,557)(1,557)

Contributed equity

360,061 360,061 345,286 345,286

Treasury shares

Treasury sharesOrdinary shares

2020 2019 2020 2019

$ 000 $ 000 000000

Opening balance5,456 6,060 1,557 1,793

Ordinary shares issued to settle share rights plan obligations- (604)- (236)

Closing balance

5,456 5,456 1,557 1,557

Notes to the Financial Statements - Financing and Capital Structure

For the 53 week period ended 2 August 2020

12.1 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’s current dividend policy is based on distributing between 75% to 85% of the

adjusted net profit back to shareholders (refer note 7.0).

The adoption of the new NZ IFRS 16 lease accounting standard (refer note 10.0) in the current year significantly increased book gearing as new lease

liabilities were recognised on the balance sheet. This new standard is non-cash in nature and for internal purposes and for testing debt covenant

compliance with the Group’s external funding providers, these new lease liabilities and the associated interest expense are excluded from the Group’s

internal gearing and debt covenant calculations.

The Group monitors gearing based on compliance with its debt covenants and had previously been comfortable to maintain gearing levels of between 20%

to 40% however, this changed as a result of the impacts of COVID-19. The consequences of cash preservation measures taken in response to COVID-19,

saw the Groups net borrowings reduced by around $200 million compared which last year and at balance date the Group had cash on hand of $168

million. In the current environment where there is increased economic uncertainty, the Board is comfortable to have higher levels of liquidity, and in

addition to repaying all borrowings the Group has increased its committed bank debt facilities from $180 million to $330 million (refer note 11.3). The Group

has also received a waiver from its funding providers which means it is not required to comply with the interest cover debt covenant for the nine month

period ending 1 August 2021 subject to the consent of the funding providers to allow the declaration of any shareholder distributions during this period.

Externally imposed capital requirements

The trust deed provides a guarantee to its funding providers that the parent and its guaranteeing Group companies will comply with certain quarterly debt

ratios and restrictive covenants. The underlying basis for the calculation of these ratios remained unchanged following the adoption of the new NZ IFRS 16

lease accounting standard with the impact of the new accounting standard carved out of the ratio calculations. The two principal covenants are:

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.

The Group had no external borrowings at balance date, which meant the book gearing ratio was zero. The Group was in compliance with all aspects of 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 requirement

2020 2019

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

- 13.7

Group book interest cover (times cover)will not be less than 2 times operating profit20.9 12.7

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The Warehouse Group

Notes to the Financial Statements - Financing and Capital Structure

For the 53 week period ended 2 August 2020

At balance date the Group’s minority interests represent a 50% (2019: 50%) minority shareholding held in Chocolate Works and a 10.7% (2019: 5.3%)

shareholding and associated share rights in TheMarket.com (TMC). The TMC minority shareholders increased their shareholdings in March 2020 in

accordance with the employee share rights plan detailed below.

TheMarket.com share rights plan

Share rights were provided as a performance incentive to key executives in the TMC, an online marketplace start-up venture. In accordance with the

share plan, participants were collectively transferred 53,333 TMC shares in June 2019 (Tranche 1) and 53,333 TMC shares in March 2020 (Tranche 2), and

are entitled to receive a final tranche of 53,333 shares in March 2021 (Tranche 3), subject to certain conditions, which include continued employment.

The vested sharesrights were independently valued at $5.00 and $6.37 per share at the date of vesting in June 2019 and March 2020 respectively. If the

entitlements fully vest it will provide the participants with a minority shareholding of up to 16% in TMC.

The share right plan also grants the participants put options over a proportion of their Tranche 2 and Tranche 3 TMC shares, which can be exercised to fund

the participant tax obligations arising under the plan; and a further put option over the participant’s entire TMC shareholding, exercisable during the three

years following March 2021 or within three months of certain ‘good leaver’ events, such as death or incapacity. If the put option is exercised, the Group

is required to purchase the TMC shares at a price based on the fair value of the shares at that time, in consideration for providing the participant with

ordinary shares in the Group of equivalent value (using the volume weighted average market price of the Group’s shares).

12.3 Reserves

2020 2019

$ 000 $ 000

Cash flow hedge reserve(13,017)(1,067)

De-designated derivative reserve- (163)

Hedge reserves(13,017)(1,230)

Foreign currency translation reserve(170)14

Total reserves

(13,187)(1,216)

12.4 Minority interest

2020 2019

$ 000 $ 000

Opening balance719 879

Adjustment on adoption of NZ IFRS 16(38)-

Net (loss)/profit attributable to minority interest(774)133

Share rights charged to the income statement350 357

Share rights vested(922)(471)

Dividends paid to minority shareholders(129)(179)

Closing balance

(794)719

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 to the consolidated

statement of changes in equity and accounting policies 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 to the consolidated statement of changes in equity and

accounting policies detailed in note 12.2).

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.

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the shareholder owns less than 50% of outstanding shares and has no control

over decisions. Minority interests are measured based on the minority shareholder’s proportionate share of the net asset value of the subsidiary and also

includes the accumulated value of unvested share rights in the minority subsidiary which have been granted and recognised as an employee share based

payment expense.

The fair value of share rights granted in a subsidiary is measured at grant date and recognised as an employee share based payment expense over the

vesting period with a corresponding increase in the minority interest reserve. Upon vesting of these share rights, the balance of the minority interest

reserve relating to the share rights is offset against the proportionate share of the net asset value of the subsidiary acquired by the minority shareholder,

with any difference in the value attributed to settling the commitment transferred to retained earnings.

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69
Integrated Annual Report 2020

13.1 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 sources of finance and foreign currency purchases.

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

Valuation

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.

Hedge effectiveness

When calculating the hedge effectiveness of the Group’s currency derivatives, the Group is required to forecast the next year’s expected foreign currency spend

to test if the hedged transactions are still highly probable to occur. The time horizon was extended to five years when it came to testing the hedge effectiveness

of the Group’s interest rate swaps. The Group considers a wide range of factors, including it’s financial budgets, strategic plans, external benchmarks and

historical performance to formulate the future cashflow projections. The results of the hedge effectiveness tests indicated that the Group’s interest rate swaps

were not fully effective over the five year duration of the cover period, which has caused the Group to reclassify the hedges out of the cash flow hedge reserve

and recognise the ineffective portion of these swaps as an expense ($6.427 million).

Notes to the Financial Statements - Financial Risk Management

For the 53 week period ended 2 August 2020

13.0 FINANCIAL RISK MANAGEMENT

13.2 Derivative financial instruments

Currency ContractsInterest Rate SwapsTotal

2020 2019 2020 2019 2020 2019

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

Current assets243 7,071 - 877 243 7,948

Current liabilities(17,624)(939)(9,467)- (27,091)(939)

Non-current liabilities- - - (7,055)- (7,055)

Total derivative financial instruments

(17,381)6,132 (9,467)(6,178)(26,848)(46)

Classified as:

Cash flow hedges(15,040)5,518 (3,040)(7,055)(18,080)(1,537)

Fair value hedges(2,341)614 - 877 (2,341)1,491

Fair value of derivatives that are not hedge effective- - (6,427)

-

(6,427)-

Total derivative financial instruments

(17,381)6,132 (9,467)(6,178)(26,848)(46)

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.

Cash flow hedge

The Group applies cash flow hedge accounting for hedging variable interest on borrowings and managing the currency risk associated with purchasing

inventory in foreign currencies. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

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

The Group applies fair value hedge accounting for hedging fixed interest on borrowings and managing the currency risk associated with foreign currency

trade creditors. 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. If the hedge no longer meets the criteria for hedge

accounting, or the hedge is not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the income

statement as either an interest expense or foreign exchange gain or loss, based on the nature of the hedged risk.

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.

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70
The Warehouse Group

Notes to the Financial Statements - Financial Risk Management

For the 53 week period ended 2 August 2020

+ 10 percent- 10 percent

Foreign currency sensitivity table

NoteAmountProfit Equity Profit Equity

2020 2019 2020 2019 2020

As at 2 August 2020

$ 000$ 000$ 000$ 000$ 000

Foreign currency trade creditors

8.3

(55,810)3,653 3,653 (4,465)(4,465)

Derivative financial instruments

Currency forward contracts - cash flow hedges

13.2

(15,040)- (20,997)- 25,668

Currency forward contracts - fair value hedges

13.2

(2,341)(3,697)(3,697)4,519 4,519

Total increase/(decrease)

(44)(21,041)54 25,722

As at 28 July 2019

Foreign currency trade creditors

8.3

(76,869)5,031 5,031 (6,150)(6,150)

Derivative financial instruments

Currency forward contracts - cash flow hedges

13.2

5,518 - (19,657)- 24,031

Currency forward contracts - fair value hedges

13.2

614 (5,013)(5,013)6,128 6,128

Total increase/(decrease)

18 (19,639)(22)24,009

Based on historical performance, currency contracts designated as cash flow hedges are treated as 100% hedge effective.

Interest rate risk

The Group’s main exposure to market interest rates related to its core borrowings which, prior to the COVID-19 pandemic was estimated to be $150 million.

The Group currently has no core borrowing and forecasts indicate it will have no core borrowings for the next two years on that basis; the Group decided

to close-out all its interest rate swaps in August 2020 previously held to manage the Group’s exposure to interest rate volatility.

13.3 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’s liquidity position fluctuates throughout the year, with the liquidity position is at its strongest immediately after the Christmas trading

period. The Group monitors rolling forecasts of the Group’s liquidity position based on expected cash flows.

The table below details the Group’s financial liabilities and derivatives. The Group closed-out the interest rate swaps early in August 2020 and the remaining

liabilities are payable within one year.

13.4 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 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 A (2019: A).

The Group controls its credit risk from 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.

13.5 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 table above excludes the Group’s lease liabilities; a maturity analysis of these liabilities are detailed in note 10.2.

Liabilities/(Assets)

Note2020 2019

$ 000 $ 000

Borrowings

11.1

- 125,465

Trade and other payables

8.3

420,805352,575

Derivatives - Currency contracts

13.2

17,381 (6,132)

Derivatives - Interest rate swaps

13.2

9,467 6,178

Financial liabilities and derivatives

447,653478,086

Currency position at balance date

Carrying valueNotional amount (NZD)Average exchange rate12 month hedge level

2020 2019 2020 2019 2020 2019 2020 2019

$ 000$ 000$ 000$ 000CENTSCENTSPERCENTAGEPERCENTAGE

Currency forward contracts

Buy US dollars/Sell New Zealand dollars(17,381)6,132 394,115 373,386 0.6334 0.6759 74.1 64.8

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6628 (2019: $0.6631).

The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative)

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

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Integrated Annual Report 2020

Notes to the Financial Statements - Other Disclosures

For the 53 week period ended 2 August 2020

14.0 KEY MANAGEMENT

15.0 COMMITMENTS

16.0 CONTINGENT LIABILITIES

17.0 RELATED PARTIES

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 10 (2019: 9) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

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 (2019: 93,687,096 shares) which carry the normal entitlement to

dividends. Dividends of $7.495 million (2019: $14.054 million) were received on these shares during the year.

(ii) The Group’s other Directors collectively had beneficial shareholdings of 236,939 shares (2019: 198,964 shares) at balance date which carry the normal

entitlement to dividends.

(iii) Share transactions undertaken by the Directors during the year and Director’s 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 the annual report.

(iv) Key management (as detailed in note 14.0) collectively held 265,172 shares (2019: 333,586 shares) at balance date which carry the normal entitlement

to dividends.

The Directors reduced their fees by 20 percent in April and May 2020 during the COVID-19 lockdown period. John Journee received an additional fee of

$13,200 (2019: $16,500) also, as a director of TheMarket.com Limited, a Group subsidiary.

The Group cancelled this year’s annual incentive plan in April 2020 as part of measures taken to reduce operating costs in response to the uncertain

trading outlook at the commencement of the COVID-19 lockdown.

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

Directors’ Fees

2020 2019

$ 000$ 000

J Withers (Chair)160 166

K R Smith (Deputy Chair)111 115

A J Balfour82 85

W K Easton (appointed October 2018)76 65

D R Hamilton (appointed April 2020)14 -

J W M Journee83 86

J M Raue95 107

Sir Stephen Tindall82 85

Total

703 709

2020 2019

$ 000$ 000

Bank letters of credit issued to secure future purchasing requirements2,249 2,467

Less included as a goods in transit creditor(593)(213)

1,656 2,254

Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited456 456

Total contingent liabilities

2,112 2,710

Capital commitments

2020 2019

$ 000$ 000

Within one year4,762 1,452

Key management

Note2020 2019

$ 000$ 000

Base salary8,361 7,433

Annual performance based compensation

- 2,492

Three year performance based compensation2,536 2,195

Share-based compensation

12.4

131

162

Termination benefits630 -

Total

11,658 12,282

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The Warehouse Group

We have audited the financial statements which comprise:

●• the consolidated balance sheet as at 2 August 2020;

●●• the consolidated income statement for the 53 week period then ended;

●●• the consolidated statement of comprehensive income for the 53 week period then ended;

●●• the consolidated statement of changes in equity for the 53 week period then ended;

●●• the consolidated statement of cash flows for the 53 week period then ended; and

●●• the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the accompanying 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 2 August 2020, its financial performance and its cash flows for the 53 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 International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code

of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for 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 related market analysis, agreed upon procedures at the Annual Shareholders’ Meeting

and a tax audit for an overseas subsidiary. In addition, certain partners and employees of our firm may deal with the Group on normal terms within the ordinary

course of trading activities of the Group. These relationships and provision of other services has not impaired our independence as auditor of the Group.

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 judgement, were of most significance in our audit of the financial statements of the current

53 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.

Description of the key audit matterHow our audit addressed the key audit matter

Valuation of inventory, including impacts of COVID-19

The carrying value of the Group’s inventory as at 2 August 2020 was

$393.6 million (2019: $517.8 million) inclusive of inventory provisions

amounting to $36.9 million (2019: $24.0 million).

The cost of inventory is calculated using a weighted average method and

includes expenditure incurred to purchase the inventory and transport it

to its current location.

The inventory provision, which represents a deduction from cost

to measure inventory at the lower of cost and net realisable value

is determined based on various factors including historical data,

current trends and product information from buyers. Determining

the appropriate level of provisioning involves judgements including

management’s expectations of future sales levels and estimation of

selling price adjustments. The Group increased inventory provisions in

the current 53 week period to reflect management’s best estimate of

net realisable value based on the expected future economic conditions

as a result of the COVID-19 pandemic.

This is an area of focus for the audit due to the significance of the

inventory balance and the judgements involved in estimating the

inventory provisions.

Notes 1.5 and 8.1 of the financial statements describe the accounting

policy on inventory and the judgements and estimates applied by

management to determine the inventory provision, including

COVID-19 considerations.

To audit the cost of inventory, our procedures included the following:

●• Tested the accuracy of the weighted average cost calculation, on a sample

basis, by reperforming the calculation;

●• Validated the cost of inventory, on a sample basis, to supplier and freight

invoices; and

●• Attended a sample of cycle counts to observe that finished goods have been

counted and any stocktake variances have been appropriately recorded.

We performed the following audit procedures on inventory provisions:

●• Observed management’s stocktake process at selected locations to confirm

that aged and clearance items were identified and accounted for;

●• Held discussions with management to understand and corroborate the

assumptions used to estimate inventory provisions;

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

comparing its cost with the most recent retail price less cost to sell and that

finished goods were valued at the lower of cost or net realisable value;

●• 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, such as discontinued and clearance items. We

challenged management on whether the additional provisions recognised

as a result of COVID-19 were appropriate based on a review of aged stock

and net realisable value; and

●• Compared all inventory provisions for each inventory category as a

percentage of the gross carrying amount versus the prior 52 week period

and understood the rationale for material or unexpected changes.

There were differences identified based on our audit procedures, however

these were not considered material.

PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8801, pwc.co.nz

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73
Integrated Annual Report 2020

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Description of the key audit matter

How our audit addressed the key audit matter

Adoption of NZ IFRS 16, Leases

On 29 July 2019, the Group adopted NZ IFRS 16, which resulted in the

Group recognising almost all leases, where the Group is a lessee, on the

consolidated balance sheet.

On adoption date, the Group recognised right-of-use assets of $834.5

million and $990.2 million of lease liabilities.

Management applied a number of judgements and estimates which

included:

●• the incremental borrowing rates applied at the time of adoption;

●• lease term assumptions, including any rights of renewals expected to

be exercised; and

●• practical expedients applied in respect of low value assets and short

term lease exemptions.

Due to the magnitude of the balances, number of leases involved and

effort required during the audit, this was considered an area of focus.

The impact on adoption of the new standard is disclosed in notes 10.3

and 10.4 of the financial statements.

Our audit procedures in relation to the adoption of NZ IFRS 16 were as follows:

●• Held discussions with management to understand the basis for judgements

and estimates used in the calculation of the opening balances;

●• Understood the practical expedients applied and considered the

appropriateness of applying these expedients based on what is permitted

in the standard;

●• Tested the assumptions used to determine the lease term, including rights

of renewal, by assessing whether they were supported by past practice and

current business plans;

●• Tested, on a sample basis, the accuracy of information included in the lease

calculations by comparing the inputs to the terms in the underlying lease

agreements;

●• Checked completeness of the identified lease agreements by comparing

whether leased stores and other major leased assets were included in the

calculation;

●• On a sample basis, recalculated the right-of-use asset and lease liability

for individual leases;

●• Engaged our internal valuation expert to assess the reasonableness

of the incremental borrowing rates adopted and compared these to

management’s rates; and

●• Considered the appropriateness of disclosures in the financial statements.

There were differences identified in relation to the incremental borrowing

rates for a small number of long-term leases, however these were not

considered material.

Group restructuring, including impacts of COVID-19

In February 2020, the Group commenced its plan to move to an Agile

way of working which will result in a reduction in roles across stores and

the Group’s head office. It also involves the closure of certain stores

across the Group. The restructure was accelerated due to COVID-19.

Management assessed the impact of COVID-19 in conjunction with its

business restructure which resulted in the recognition of redundancy

provisions of $9.1 million (refer to notes 8.3 and 8.4) and asset

impairments of $11.4 million (refer to notes 1.5 and 2.2).

This was an area of focus during the audit due to the magnitude of

the balances and judgements involved in recognising the redundancy

provisions and asset impairments.

Our procedures to address this area of focus were as follows:

Redundancy provisions

• Obtained an understanding of the restructuring plan;

• Assessed whether the recognition criteria for redundancy costs under

the accounting standards were met; and

• Checked the reasonableness of the amounts recognised by agreeing

the inputs to the calculation, on a sample basis, to supporting

documents such as employee contracts.

Asset impairments

• Understood the rationale for the impairment of assets;

• For stores that were closed prior to year end, checked that

the remaining assets, which were considered to be obsolete or not able

to be transferred to other parts of the Group, were written off;

• For expected store closures after year end, checked, on a sample basis,

that the remaining useful life of assets still in use did not exceed the

anticipated store closure date; and

• On a sample basis, recalculated the amount recognised as an

impairment.

We also reviewed the disclosures in the financial statements in respect

of these provisions and impairment.

There were differences identified based on our audit procedures,

however these were not considered material.

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The Warehouse Group

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.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Materiality

Audit scope

Key audit

matters

Our audit approach

Overview

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

misstatement.

Overall Group materiality: $5.1 million, which represents approximately 5% of profit before tax from continuing

operations adjusted for restructuring costs and brand impairment.

We chose this benchmark because, in our view, it provides a more stable measure and better reflects the

performance of the Group.

As reported above, we have three key audit matters, being:

• Valuation of inventory, including impacts of COVID-19

●• Adoption of NZ IFRS 16, Leases

●• Group restructuring, including impacts of COVID-19

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 Group 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 industry in which the Group operates.

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75
Integrated Annual Report 2020

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Chartered Accountants Auckland

14 October 2020

• 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.

The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant

audit findings, including any significant deficiencies in internal control that the auditor identifies during the audit.

The auditor also provides those charged with governance with a statement that the auditor has complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on the auditor’s independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, the auditor determines those matters that were of most significance in the audit of

the financial statements of the current period and are therefore the key audit matters. The auditor describes these matters in the auditor’s report unless law

or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be

communicated in the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits

of such communication.

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 Lisa Crooke.

For and on behalf of:

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76
The Warehouse Group

(53 weeks)(52 weeks)(52 weeks)(52 weeks)(52 weeks)

2020 2019 2018 2017 2016

$ 000$ 000$ 000$ 000$ 000

Summary Income Statements

The Warehouse1,706,036 1,705,687 1,695,839 1,738,751 1,741,831

Warehouse Stationery 268,845 268,592 263,766 278,181 279,155

Noel Leeming1,009,975 924,648 880,453 810,705 752,137

Torpedo7190,971 172,474 163,402 157,726 148,660

Other group operations8,123 8,508 9,655 8,603 13,998

Inter-segment eliminations(11,120)(8,552)(18,544)(13,195)(11,602)

Retail sales

3,172,830 3,071,357 2,994,571 2,980,771 2,924,179

The Warehouse96,28085,075 71,440 84,531 89,376

Warehouse Stationery 22,764 16,669 10,590 15,743 14,288

Noel Leeming46,041 38,103 31,163 19,264 12,050

Torpedo7(14,746)(7,027)(1,447)2,675 3,380

Digital Retail venture(14,657)(5,996)(1,133)- -

Other group operations(18,880)(14,446)(19,171)(14,376)(7,929)

Retail operating profit

1

116,802 112,378 91,442 107,837 111,165

Adjustments for NZ IFRS 16(154)- - - -

Equity earnings of associate- - - - 723

Gain on disposal of property88 11,761 218 11,455 5,533

Gain from business acquisitions- - - - 10,625

Restructuring costs(44,195)(15,718)(8,731)(12,060)-

Goodwill and brand asset impairment(2,545)(5,478)(25,622)- -

Changes in fair value of financial instruments(6,427)- - - -

Earnings before interest and tax

2

63,569 102,943 57,307 107,232 128,046

Net interest expense

1

(5,597)(8,879)(9,165)(12,527)(14,154)

Profit before tax

57,972 94,064 48,142 94,705 113,892

Income tax expense(14,305)(26,621)(20,636)(23,691)(25,890)

Profit after tax

43,667 67,443 27,506 71,014 88,002

Discontinued operations (net of tax)31 (1,928)(4,386)(50,283)(5,526)

Minority interests774 (133)(242)(302)(4,138)

Profit attributable to shareholders

44,472 65,382 22,878 20,429 78,338

Adjusted profit reconciliation

Unusual items (detailed above)53,233 9,435 34,135 605 (16,158)

Income tax relating to unusual items(16,930)(2,642)(2,384)(3,132)(2,163)

Minority interests- - - - 3,614

Discontinued operations (net of tax)(31)1,928 4,386 50,283 5,526

Adjusted net profit

80,744 74,103 59,015 68,185 69,157

The Warehouse

Operating margin (%)5.6 5.0 4.2 4.9 5.1

Same store sales growth (%)10.4 1.5 (3.0)1.2 4.1

Number of stores92 93 93 92 92

Store footprint (square metres)498,955 501,537 505,645 501,807 499,547

Warehouse Stationery

Operating margin (%)8.5 6.2 4.0 5.7 5.1

Same store sales growth (%)7.1 1.4 (6.0)(0.3)6.5

Number of stores71 70 70 69 66

Store footprint (square metres)67,239 70,550 71,491 73,216 71,927

Noel Leeming

Operating margin (%)4.6 4.1 3.5 2.4 1.6

Same store sales growth (%)17.2 2.8 5.7 6.4 14.2

Number of stores74 77 74 77 75

Store footprint (square metres)77,281 80,273 76,055 73,591 71,169

Dividend distributions

Interim (cents per share)- 9.0 10.0 10.0 11.0

Final (cents per share)- 8.0 6.0 6.0 5.0

Ordinary dividends declared (cents per share)- 17.0 16.0 16.0 16.0

Basic earnings per share (cents)12.9 18.9 6.6 5.9 22.7

Basic adjusted earnings per share (cents)23.4 21.5 17.1 19.8 20.1

Annual 5 Year Summary

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77
Integrated Annual Report 2020

2020 2019 2018 2017 2016

$ 000$ 000$ 000$ 000$ 000

Summary Balance Sheets

Inventories393,610 517,758 523,840 487,274 501,713

Trade and other receivables84,263 90,670 79,758 75,632 150,624

Creditors and provisions(505,661)(434,616)(367,002)(336,451)(347,073)

Working capital(27,788)173,812 236,596 226,455 305,264

Fixed assets259,741 271,172 272,944 273,300 312,396

Held for sale- - 3,674 71,699 52,277

Funds employed231,953 444,984 513,214 571,454 669,937

Taxation assets90,823 37,762 32,030 45,870 40,943

Derivative financial instruments(26,848)(46)16,400 (19,265)(28,619)

Contingent and deferred consideration

- - - -

(1,000)

Right of use assets774,175 - - - -

Goodwill and brand names72,956 75,501 80,979 106,601 129,315

Capital employed

1,143,059 558,201 642,623 704,660 810,576

Net debt/cash in funds(168,068)76,168 162,339 218,271 299,980

Lease liabilities934,788 - - - -

Equity attributable to shareholders377,133 481,314 479,405 485,522 510,429

Minority interest(794)719 879 867 167

Sources of funds

1,143,059 558,201 642,623 704,660 810,576

Summary Cash Flow

Continuing operating profit116,802 112,378 91,442 107,837 111,165

Continuing depreciation and amortisation58,236 60,613 59,630 58,376 58,210

Continuing operating EBITDA

175,038 172,991 151,072 166,213 169,375

Change in trade working capital201,335 77,249 (5,853)21,661 35,198

Income tax paid(19,879)(26,540)(14,082)(27,454)(28,037)

Net interest paid(5,503)(8,657)(9,307)(16,008)(16,495)

Restructuring costs(39,827)(15,718)(8,731)(12,397)-

Other items13,009 (1,332)(5,185)(3,927)2,419

Adjusted operating cash flow

3

324,173 197,993 107,914 128,088 162,460

Capital expenditure(64,513)(61,326)(70,229)(70,575)(75,180)

Proceeds from divestments12,008 3,710 74,680 79,714 45,870

Net dividends paid(27,897)(52,264)(55,785)(52,466)(58,162)

Acquisition of subsidiaries and minorities- - - (1,000)(74,367)

Other items465 (1,942)(648)(2,052)(1,028)

Net cash flow

244,236 86,171 55,932 81,709 (407)

Opening debt(76,168)(162,339)(218,271)(299,980)(299,573)

Closing debt

168,068 (76,168)(162,339)(218,271)(299,980)

Financial Ratios

Operating margin (%)3.7 3.7 3.1 3.6 3.8

Interest cover (times)20.9 12.7 10.0 8.6 7.9

Net debt/EBITDA (times)-0.5 1.1 1.4 1.8

Net debt/net debt plus equity (%)-13.6 25.3 31.0 37.0

Return on funds employed (%)34.5 23.5 16.9 17.4 16.7

Capex/depreciation (times)1.1 1.0 1.2 1.1 1.2

Notes

1. Adjusted to exclude the impact of NZ IFRS 16

2. Includes NZ IFRS 16 lease liability interest expense

3. Includes NZ IFRS 16 lease principal repayments

Non-GAAP financial information

The numbers in the five year summary are largely extracted from the Group’s audited financial statements, but also include a number of non-GAAP

financial measures which the Group uses internally as it considers these line items provide a better measure of underlying business performance

and improves multi-year comparability. These non GAAP measures are not prepared in accordance with NZ IFRS and may not be comparable to

similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit are detailed in note 5.0 of

the financial statements.

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78
The Warehouse Group

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 and comply with the NZX Corporate Governance Code 2020

(the NZX Code). 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

compliant with the NZX Code.

This governance statement was approved by the Board on 14 October 2020

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 high standards of ethical behaviour, model this

behaviour and hold management accountable for 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 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 shared service knowledge base.

Financial Products Trading Policy

The Company is committed to transparency and fairness in dealing with all its

stakeholders and to ensuring adherence to all applicable laws and regulations.

The Financial Products 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 Financial Products Trading

Policy which is available in the Workplace Knowledge Library.

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 (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 May 2020 and is

available in the Corporate Governance section of the website. The Charter is

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 CEO and oversee succession plans for the senior

executive team;

• set criteria for, and evaluate the performance of the 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 CEO in accordance with the strategy, plans and delegations approved

by the Board. The 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 85-87.

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.

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 1993 for certain claims which may be

brought against them as Directors.

Governance Report

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79
Integrated Annual Report 2020

Board Structure, Skills and Composition

The current Board is comprised of 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 22- 24. A comprehensive matrix of Director skills

is contained on page 25.

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 minimum size of the Board shall not at

any time be less than five and the Board has fixed the maximum number of

directors to be 10. Each year, any Director who is required by the NZX Listing

Rules or the Company’s constitution to retire will retire from office and may

offer themselves for re-election at the Annual Shareholders' Meeting.

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 and Keith Smith, two of our long-standing directors

due to retire by rotation, have confirmed that they will not seek re-election

and will step down at the Annual Shareholders’ Meeting. Robbie Tindall,

who has been acting as Sir Stephen’s alternate since October 2017, has

been nominated as a Director and will stand for election at the Annual

Shareholders’ Meeting.

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 Ms Renee

Mateparae in August 2019 as part of the Future Directors initiative

administered by the Institute of Directors in New Zealand. Ms Mateparae

attended her first Board meeting on 22 August 2019 and her appointment

will continue through to 31 March 2021.

BOARD COMMITTEES

“The Board should use committees where this will 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.

Current Committees

The current committee structure is set out in the table on page 80.

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. 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

NZX Code.

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 2 August

2020, and that operational results are in accordance with relevant

accounting standards.

Governance Report

Name of

Director

Originally

Appointed

Last Reappointed/

Elected

Joan Withers23 September 201622 November 2019

Sir Stephen Tindall10 June 199424 November 2017

Keith Smith10 June 199424 November 2017

Antony (Tony) Balfour15 October 201223 November 2018

John Journee17 October 201323 November 2018

Julia Raue23 September 201622 November 2019

William (Will) Easton3 October 201823 November 2018

Dean Hamilton20 April 2020

Tenure

0-3 years

3-6 years

6+ years

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 eight Directors. Joan Withers (Chair), Keith Smith

(Deputy Chair), Antony (Tony) Balfour, John Journee, Julia Raue, William (Will)

Easton and Dean Hamilton are considered to be non-executive Directors.

Sir Stephen Tindall, and his alternate director Robbie Tindall, are not deemed

to be independent by virtue of Sir Stephen's shareholding in the Company.

The Board assesses the independence of Directors on their appointment and

at least annually thereafter.

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The Warehouse Group

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 to Sir Stephen Tindall

At least twice a year.

Employees may only

attend by invitation.

Corporate

Governance

and Nomination

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.

Disclosure Officer and Founder.

Current members:

• Keith Smith

• Joan Withers (Chair)

• Tony Balfour

• Robbie Tindall as alternate to Sir Stephen Tindall

At least once 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

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

• Dean Hamilton

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

Disclosure

Committee

Number of Meetings

1945284

Tony Balfour191

1

5281

1

John Journee1845

1

81

1

Keith Smith 1945284

Sir Stephen Tindall

2

Robbie Tindall182

1

5284

Joan Withers1945284

Will Easton187

Dean Hamilton

3

512

Julia Raue1941

1

81

1

1

Non-committee member in attendance

2

Leave of absence October 2019 to October 2020

3

Joined Board in April 2020

Governance Report

The table below reports attendance of members at Board and Board Committee meetings during the year ended 2 August 2020.

DRAFT

81
Integrated Annual Report 2020

Non-financial Reporting

The Warehouse’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.

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 44 and 45.

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 85-87.

The current Directors’ fee pool limit is $900,000 which was approved by the

shareholders at the 22 November 2013 Annual Shareholders' Meeting. 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 other relevant factors when

recommending Directors' fees to shareholders and setting remuneration

levels for executives. The Board will not be seeking any increase in the pool

limit at the 2020 Annual Shareholders' Meeting.

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.

Information on material risks the business faces and how they are managed is

outlined on page 34.

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

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 including a comprehensive internal audit programme. These

include quarterly reviews of store audit results and quarterly reports on

internal audit findings.

ACTUAL DIRECTOR REMUNERATION 2019/20

Name of Director

Board

Fees

4

Audit

and Risk

Committee

People and

Remuneration

Committee

Corporate

Governance

and Nomination

Committee

Disclosure

Committee

Health, Safety

and Wellbeing

Committee

Other

Committees

Shares

and Other

Payments or

Benefits

Total

Individual

Remuneration

4

Joan Withers (Chair)

$160,467

(Chair)

-

(member)

-

(member)

-

(member)

-

(Chair)

-

(member)

-- $160,467

Keith Smith

(Deputy Chair)

$111,167

(Deputy Chair)

(Chair)

-

(member)

-

(Chair)

-

(member)

-

(member)

-- $111,167

Tony Balfour

$75,708 -

$6,000

(Chair)

-

(member)

-

-

(member)

-- $81,708

William Easton

$75,908 ----

-

(member)

-- $75,908

Dean Hamilton

$14,098

-

(member)

-

(member)

$14,098

Julia Raue

$75,658

$7,500

(member)

-- -

$11,600

(Chair)

-- $94,758

John Journee

2

$75,658

$7,500

(member)

-- -

-

(member)

- $13,200 $96,358

Sir Stephen Tindall

1

$75,708 -

$6,000

(member)

-

(member)

-

(member)

-

(member)

-- $81,708

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 Nomination Committee

Chair-

Member-

Disclosure Committee

Chair-

Member-

1

Includes attendances at committee

1

Director fees on-paid to Robbie Tindall, Alternate Director.

2

John Journee received an additional fee of $13,200 as a Director of subsidiary company

TheMarket.com Limited.

3

Robbie Tindall received a fee of $12,512 as a Director of subsidiary company TheMarket.com Limited.

4

Directors took a 20% pay

cut during April and May due to COVID-19 disruption to business.

Governance Report

The fees paid to non-executive Directors for services in their capacity as directors during the year ended 2 August 2020 totalling $716,172 were paid as follows:

DRAFT DRAFT

82
The Warehouse Group

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 Investor Communications Policy.

The Company transitioned to the new NZX Listing Rules with effect from

1 March 2019.

The Company has an investor relations programme which includes

communication through:

• periodic and continuous disclosure to NZX;

• 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. Annual Shareholders Meetings, 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.

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 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 and this year is anticipated

to be run as a hybrid meeting (being a combination of the physical meeting

as well as a virtual online meeting) or as a virtual-only meeting. This is due to

the uncertainties this year around COVID-19, and we anticipate this will also

maximise participation. The 2020 ASM will be held on 27 November 2020.

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 or virtually.

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 doesn’t suit

everyone, so shareholders can request a hard copy of the annual 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

Health and safety

The Company’s approach and process on health and safety initiatives can be

found on pages 38 and 39.

DIVERSITY

Diversity of gender, skill, age, experience and beliefs are valued and the

provision of equal opportunities for all employees and those looking to join

the Company is fundamental to the way we operate as a business.

For the year ended 2 August 2020 the Board is satisfied that the Company

achieved its gender diversity objectives and other measurable objectives.

Details regarding the Company’s Diversity Policy, goals and performance

criteria are detailed on page 84.

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 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.

Engagement of the external auditor

The Company’s external auditor is PricewaterhouseCoopers (PwC). PwC

was appointed by shareholders at the 2004 Annual Shareholders' Meeting

in accordance with the provisions of the Companies Act 1993 (Act). PwC is

automatically reappointed as auditor under Section 207T of the Act.

Attendance at the Annual Shareholders' Meeting

PwC, as auditor of the 2020 Financial Statements, has been invited to attend

this year’s Annual Shareholders' Meeting and will be available to answer

questions about the conduct of the audit, preparation and content of the

auditor's 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 advisors, Russell McVeagh, will also attend

the Annual Shareholders' 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 underway.

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.

Governance Report

DRAFT

83
Integrated Annual Report 2020

Governance Report

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.

ANTONY (TONY) BALFOUR

Director, Les Mills International Limited

Director, Wayfare Limited (formerly Real Journeys Limited)

Director, BLIS Technologies Limited

WILLIAM (WILL) EASTON

Managing Director, Facebook Pty Ltd

Director, Meandu Australia Pty Limited

DEAN HAMILTON

Chair & Shareholder, Fulton Hogan Limited

Director & Shareholder, Auckland International Airport Limited

Director, Skyline Enterprises Limited

Director, Tappenden Holdings Limited

JOHN JOURNEE

Director, Farmlands Society

Director, Colonial Motor Company Limited

Director, CMC Workplace Savings Scheme Trustee Limited

Director, Vanishing Point Limited

Member, Advisory Board, Quantiful Limited

KEITH SMITH

Chair, Anderson & O’Leary Limited

Chair, Goodman (NZ) Limited

Chair, Healthcare Holdings Limited and subsidiaries

Chair, Mobile Surgical Services Limited

Chair, H J Asmuss & Co Limited and subsidiaries

Director, Community Financial Services Limited

Director, Enterprise Group Limited and subsidiaries

Director, Gwendoline Holdings Limited (non-trading)

Director, James Raymond Holdings Limited (non-trading)

Director, Mercury NZ Limited

Director, Tree Scape Limited

Director, Sky Network Television 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, Southern Cross Pet Insurance Limited

Director, Television New Zealand Limited

Director, Z Energy Limited

Director, Rowdy Consulting Limited

JOAN WITHERS

Chair, Mercury NZ Limited (resigned)

Director, ANZ Bank New Zealand Limited

Director, On Being Bold Limited

Director, Sky Network Television Limited

Member, MBIE Economic Development Challenge Group (resigned)

Member, Appointments Panel Fonterra farmer-elected directors

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, K One W One (No 5) 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*, Ambit AI Ltd

Shareholder*, Ask Nicely Ltd

Shareholder*, Auror Ltd

Shareholder*, Career Engagement Group Ltd

Shareholder*, GoGo Connecting Good Ltd

Shareholder*, MEA Mobile Ltd

Shareholder*, Mentemia Ltd

Shareholder*, Qotient Group Ltd

Shareholder*, Solar City Ltd

Shareholder*, TNX Ltd

Shareholder*, Uneeq Ltd

Shareholder*, VWork Ltd

Shareholder*, Velocity Made Good Holdings Ltd

* Indirect interest

ROBERT (ROBBIE) TINDALL (ALTERNATE DIRECTOR)

#

Trustee, The Tindall Foundation

Trustee, Finn Lowery Foundation

Director, Foundation Services Limited

Director, Franklin Smith Limited (resigned)

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, K One W One (No 5) Limited

# alternate to Sir Stephen Tindall

DRAFT DRAFT

84
The Warehouse Group

Areas of

focus

ObjectiveTargetActual

20192020

Gender

Improve

representation

of women at

senior levels of

business

20212022Female representationFemaleTotalFemaleTotal

50% of senior

management

positions held

by women by

2022

40%50%Board2728

Executive211211

Direct report to executive

team Agile shift

21432558

100% of shortlists for all

senior management roles

must include one woman

91% of shortlists for all senior management roles included at least

one woman

Close gender

pay gaps

Gender pay gap is within +/- 2.5%

for senior management

The gender pay gap has been reduced to within our target range

for stores. For our Store Support Office, there was a gender pay

gap at certain levels that exceeded our target. With the move to

a new remuneration model under Agile, we will assess all roles

against the new model in FY21 and make any adjustments once

that work is complete.

Māori

Culture

Build our

Māori cultural

competency

100 Group Executive Team and

other selected senior leaders

complete Te Kaa – igniting your

Māori Cultural Competency

Programme by 2021

Most of Leadership Squad completed Te Kaa Māori Cultural

Competency Programme

Diversity

and

Inclusion

Develop and

celebrate our

diversity

Senior managers complete

unconscious bias training and

managing diversity in the workplace

workshops

Launch Diversity & Inclusion survey

to build D&I understanding

Establish five D&I communities

Maintained Rainbow Tick Accreditation

Obtained Accessibility Accreditation and Winner of the Access

Alliance People’s Choice Accessibility Awards for Business in the

Best Accessibility Retailer category

Launched Diversity and Inclusion Survey

Launched Lean in for Women Leaders, which includes training

around gender bias

Celebrations: Auckland Big Gay Out and Pride in Wellington and

Christchurch, International Women's Day, Wellbeing Week with a

focus on mental health

Continue

to support

our Gender

Transition

Policy and

Family

Violence Policy

Continue to support our Gender Transition Policy and Family Violence Policy

Support parental leave policies such as Ease Back to Work to encourage mothers to return to work

For 2021 we are focused on gender equity as well as creating a feeling of belonging and designing work for wellbeing to live and perform at our best. Our

initiatives will include supporting our Group D&I communities to drive D&I strategy for their community using our Company communications platform

Workplace and providing senior managers with unconscious bias training.

CELEBRATING DIVERSITY AND INCLUSION

The Group strives to create a workplace where our people feel they can bring their whole selves to work. We believe that this can only happen in an

environment where diversity and inclusion are embraced. That is why the Group is committed to continuously identifying ways we can improve diversity

and inclusivity.

Governance Report

DRAFT

85
Integrated Annual Report 2020

Statutory Disclosures

Remuneration

($ 000)

Number of

Team Members

100 - 110117

110 - 120101

120 - 13065

130 - 14068

140 - 15046

150 - 16035

160 - 17047

170 - 18024

180 - 19020

190 - 20014

200 - 21019

210 - 22021

220 - 23016

230 - 24017

240 - 2507

250 - 26015

Remuneration

($ 000)

Number of

Team Members

260 - 2704

270 - 2806

280 - 2901

290 - 3003

300 - 3103

310 - 3205

320 - 3302

330 - 3403

340 - 3502

350 - 3602

370 - 3803

380 - 3902

410 - 4201

420 - 4302

440 - 4503

460 - 4701

Remuneration

($ 000)

Number of

Team Members

470 - 4802

480 - 4902

500 - 5101

510 - 5201

520 - 5301

560 - 5703

580 - 5901

640 - 6501

690 - 7002

730 - 7401

740 - 7501

840 - 8501

1,120 - 1,1302

1,210 - 1,2201

1,380 - 1,3901

1,920 - 1,9301

3,330 - 3,3401

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 accounting period.

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 to note 12.4 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.

DRAFT DRAFT

86
The Warehouse Group

Statutory Disclosures

DescriptionPerformance Measures

Percentage

Achieved

Short-term

Incentive

(STI)

Set at 50% of base salary for On Target performance.

Combination of financial and non-financial

performance measures.

Financial Measures: 70% weighting:

The financial measure is based on achieving Group EBIT budget

(excluding STI).

70% x 0%*

For this to be payable, the Group must firstly achieve

a gate opener of 90% of the Adjusted NPAT budget

and a minimum level of individual performance must

be achieved.

Individual Measures 30% weighting:

Individual goals relate to delivery of strategic priorities, delivering

core business drivers and building capability.

30% x 0%*

Long-term

Incentive

(LTI)

FY18-FY20

Cash based scheme. Potential 50% of base salary for

On Target performance.

100% weighting based on the three-year Group Adjusted

NPAT, 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.

119.8%†

Base Pay for Performance

Salary

Ta xab l e

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,461971,558-1,3041,3042,862

YearGroup CEO

Total

Earnings Paid Base

Taxable

BenefitsSTI

STI as % of

MaximumLTI

2020Nick Grayston2,8621,46197--1,304

2019Nick Grayston1,9721,4356647148%-

2018Nick Grayston2,2371,4155476896%-

2017Nick Grayston1,7731,4152533331%-

2016Nick Grayston1,398934*-464*66%-

Mark Powell75973326---

* The 2016 base salary and Short-Term Incentive (STI) payment for Nick Grayston were pro-rata based on his start date of November

* The Executive team proposed and the Board accepted that in light of the uncertainty surrounding COVID-19, the FY20 STI scheme should be

suspended for the financial year regardless of whether the scheme gates were triggered or not. † The above LTI payment for FY18-FY20 will be paid in

FY21.

REMUNERATION REPORT

1. CEO remuneration 2020 ($ 000s)

2. 5 year summary of CEO remuneration ($ 000s)

3. Breakdown of pay for performance (2020)

Explanation of the above items

1. CEO remuneration is based on actual remuneration paid within a financial year. The 2020 Long Term Incentive (LTI) value relates to FY17-FY19 but was

paid in FY20.

2. The actual remuneration paid includes holiday pay paid as per NZ legislation.

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 value of employer KiwiSaver contributions.

4. 5 year summary of Total Shareholder Return performance

TOTAL SHAREHOLDER RETURN (TSR)

Financial Year 2019 (FY19) 20.2%

30%

20%

0%

10%

-20%

-10%

FY16FY17FY18FY19FY20

Financial Year 2020 (FY20) -6.1%

Financial Year 2016 (FY16) 15.2%

Financial Year 2017 (FY17) -18.9%

Financial Year 2018 (FY18) 3.3%

DRAFT

87
Integrated Annual Report 2020

Statutory Disclosures

Year Invited% of SalarySettlementPerformance PeriodMeasure

FY1750%CashAugust 2016 to July 2019*

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1850%CashAugust 2017 to July 2020

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1950%CashAugust 2018 to July 2021

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY2050%CashAugust 2019 to July 2022

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY2150%CashAugust 2020 to July 2023

Absolute TSR^ against the Company’s cost of equity

plus 1% over a three-year performance period.

DescriptionPerformance Measures

1. CEO Pay as a Multiple of Team Member median pay

33.22 measured on fixed remuneration. Median hourly rate of all Team Members is

$21.15 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 exercised discretion with regard to CEO's STI pay for performance

for 2020. Any payments made or forecasted are in line with contractual or scheme criteria.

4. OmissionsNo information has been omitted relating to CEO remuneration.

5. Any Other ItemsThere are no other items payable to the CEO that are not disclosed.

6. BenefitsThere are no benefits attributable to the CEO due to any loans made.

7. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.

8. Related PartiesNo related parties are involved with the CEO remuneration.

Explanation: Base salary is set at $1.461 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 90%

of 2021 Group Adjusted NPAT budget. 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 if The Warehouse Group's target of absolute TSR against

the Company’s cost of equity plus 1% is achieved for the three-year period.

REMUNERATION POLICY AND DISCLOSURES

5. Potential CEO remuneration (2021)

BASEON TARGET

4000

3000

1000

2000

0

100%

50%

LTI

STI

BASE

Base PackagePay for Performance at Target

$ 000Salary

Taxable

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,461441,5057317311,4622,967

6. Scheme Investments awarded to CEO

7. Required disclosures per guidelines

25%

25%

* FY17 scheme was pro-rated to start date of November 2015. ^ The new TSR measure will ensure Management's long-term incentives are more closely

aligned to shareholder outcomes.

DRAFT DRAFT

88
The Warehouse Group

Statutory Disclosures

Size of Shareholding

Number of

Shareholders Percentage

Number of

Shares Percentage

1 - 1,0003,733 37.19%1,728,729 0.50%

1,001 - 5,0004,072 40.57%8,949,684 2.59%

5,001 - 10,0001,035 10.31%6,751,289 1.97%

10,001 - 100,0001,107 11.03%24,270,973 6.98%

100,000 and over90 0.90%305,142,445 87.96%

10,037100.00%346,843,120100.00%

Geographic Distribution

Auckland and Northland3,90238.88%304,998,97587.94%

Waikato and Central North Island2,03020.23%10,995,5323.17%

Lower North Island and Wellington 1,40614.01%7,844,1752.26%

Canterbury, Marlborough and Westland1,08210.78%16,222,0584.68%

Otago and Southland6976.94%4,265,3551.23%

Australia7717.68%1,331,9800.38%

Other Overseas1491.48%1,185,0450.34%

10,037100.00%346,843,120100.00%

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 AUGUST 2020

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 2 AUGUST 2020

At 2 August 2020 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.

Keith Smith (Director) made three disclosures during the 2020 financial year regarding his indirect interest in the acquisition of a total of 18,014 ordinary shares

in The Warehouse Group by Lily Wong. All three disclosures were made in November 2019.

Beneficial

Interest

Beneficial

Interest

Non-beneficial

Interest

Non-beneficial

Interest

Related

Party

Related

Party

202020192020201920202019

J Journee172,000172,000

K R Smith 13,25013,2501,978,2221,797,59353,15835,144

R J Tindall

1

4,8004,80093,721,184 93,721,184

Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,05038,88834,088

J Withers46,8898,9141,561,2941,797,697

Share Transaction

Date of

Transaction

Number of

Ordinary shares

Acquired/(Disposed)Consideration

J Withers October 20197,000

On market purchase of shares at an

average price of $2.62 per share

J WithersOctober 201930,975

On market purchase of shares at an

average price of $2.62 per share

1

Alternate director

DRAFT

89
Integrated Annual Report 2020

Statutory Disclosures

CompanyDirectors

1-Day LimitedN Grayston, J Oram, K Nickels (R)

1-Day Liquor LimitedK Nickels

Bond and Bond LimitedB Moors, K Nickels

Boye Developments LimitedK Nickels, M Yeoman (R), J Oram

Diners Club (NZ) LimitedM Yeoman (R), K Nickels, J Oram

Eldamos Investments LimitedK Nickels, P Okhovat

Eldamos Nominees LimitedK Nickels

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 LimitedT Edwards

The Book Depot LimitedK Nickels

TheMarket.com LimitedN Grayston, J Journee, R Tindall, K Nickels (R), M Yeoman (R), J Oram

The Warehouse Card LimitedK Nickels

The Warehouse Group Support Services LimitedK Nickels

The Warehouse Investments LimitedK Nickels

The Warehouse LimitedK Smith, N Grayston, M Yeoman (R), J Oram

The Warehouse Nominees LimitedK Nickels, B Moors

TWGI Operations LimitedJ Oram

Torpedo7 LimitedP Okhovat (R), T Edwards, S West

TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall

TWP No.1 LimitedN Tuck

TWP No.4 LimitedB Moors, K Nickels

TWP No.5 LimitedB Moors, P Okhovat

TWP No.6 LimitedK Smith, M Yeoman (R), J Oram

Chocolate Works NZ LimitedN Craig, P Judd (R), M Razey, H Vetsch, M Anderson, S Smith

Warehouse Stationery LimitedB Moors

TWNL Projects LimitedP Okhovat, S Watson

Lincoln West LimitedK Gardiner, G Helsby, G Lane, P Okhovat

Farran (Nine) LimitedK Gardiner, G Helsby, G Lane, P Okhovat

The Warehouse Planit Trustees LimitedJ Withers

The Warehouse Management Trustee Company LimitedK Smith, J Withers

The Warehouse Management Trustee Company No.2 LimitedK Smith, J Withers

TW House Sourcing Private Limited (India)K Kramer, T Benyon, A Passi (R), C Srinivasan

The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 2 August 2020. Those who retired during the year are indicated with an (R).

USE OF INFORMATION BY DIRECTORS

During the financial year, there were no notices from Directors of the Company, or its subsidiary companies, requesting to disclose or use Company

information received in their capacity as Directors of the Company or its subsidiary companies which would not otherwise have been available to them.

DRAFT DRAFT

90
The Warehouse Group

Statutory Disclosures

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on the

New Zealand Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the Company on issue as at

2 August 2020 was 346,843,120 fully paid ordinary shares.

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 since listing on the New Zealand Exchange in 1994. The Group’s current

dividend policy was approved by the Board in September 2015, commencing

Holders of each class of equity

security as at 2 August 2020

Number of

Holders

Number of

Shares or Rights

Ordinary Shares10,037346,843,120

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.

No dividends were declared for the current financial year.

AUDITOR

PricewaterhouseCoopers has continued to act as auditors of the

Company and have undertaken the audit of the financial statements

for the year ending 2 August 2020.

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 $134,000 (2019: $89,000) 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.

Dividends20202019201820172016

Interim 0.09.010.010.011.0

Final0.08.06.06.05.0

Total0.017.016.016.016.0

Number of

Ordinary Shares

Percentage of

Ordinary Shares

Sir Stephen Robert Tindall93,687,09627.01

The Tindall Foundation Inc73,920,49621.31

James Pascoe Limited68,671,08219.80

Cash Wholesalers Limited10,373,3632.99

Foodstuffs Auckland Nominees Limited10,373,3632.99

Wardell Bros & Coy Ltd10,373,3632.99

Accident Compensation Corporation – NZCSD <ACC140>4,372,9341.26

Sir Stephen Tindall, Brian Mayo-Smith & John Richard Avery (SR Tindall Family A/C)3,778,1491.09

Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>3,729,0311.08

Robert George Tindall, Sir Stephen Tindall & Pupuke Trustee Limited (Tindall A/C)3,455,1031.00

JB Were (NZ) Nominees Limited <NZ Resident A/C>906,7410.26

HSBC Nominees (New Zealand) Limited – A/C State Street – NZCSD <HKBN45> 854,0110.25

Forsyth Barr Custodians Limited <1-Custody>831,4140.24

HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>814,0740.23

Stephen Robert Tindall + John Richard Avery + Brian Mayo-Smith <Merani A/C> 752,7980.22

New Zealand Depository Nominee Limited <A/C 1 Cash Account>680,4370.20

Custodial Services Limited <A/C 4>676,2420.19

The Warehouse Management Trustee Company Limited 667,1740.19

James Raymond Holdings Limited 600,0000.17

John Francis Managh 559,6730.16

290,076,54483.63%

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

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 30 August

2020 total holdings in NZSCD were 9,770,050 or 2.82% of shares on issue.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 2 August 2020, the substantial product holders in the

company and their relevant interests are noted below:

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 30 AUGUST 2020

DRAFT DRAFT

91
Integrated Annual Report 2020

Board of Directors

Joan Withers (Chair)

Keith Smith (Deputy Chair)

Robbie Tindall (alternate to Sir Stephen Tindall)

Tony Balfour

John Journee

Will Easton

Julia Raue

Dean Hamilton

Group Chief Executive Officer

Nick Grayston

Group Chief Financial Officer

Jonathan Oram

Company Secretary (Acting)

Erin Vercoe

Place of Business

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand

Telephone: +64 9 489 7000

Facsimile: +64 9 489 7444

Registered Office

C/- BDO

Level 4, 4 Graham Street

PO Box 2219

Auckland 1140, New Zealand

Auditor

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142, New Zealand

Shareholder Enquiries

Shareholders with enquiries regarding the share transactions, changes of

address or dividend payments should contact the Share Registrar.

You can also manage your shareholding electronically by using

Computershare’s secure website, www.computershare.co.nz/investorcentre,

whereby you can view your share balance, change your address, view

payment and tax information, update your payment instructions and update

your report options.

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz/investorcentre

Investor Relations

For investor relations enquiries, email investor@twgroup.co.nz

Stock Exchange Listing

NZX trading code: WHS

New Zealand Business Number (NZBN)

New Zealand Incorporation: 9429038766633

Website

www.thewarehousegroup.co.nz

Directory

DRAFT DRAFT

---

Quarterly Sales
Reporting Period 53 weeks to 2 August 2020

Previous Reporting Period 52 weeks to 28 July 2019

Quarterly Retail Sales information:

(14 weeks)(13 weeks)(13 weeks)

SalesSales

(27 April 2020 to 2 August 2020)

20202019

($ Million) ($ Million)

The Warehouse 470.0 389.9 + 20.5 % + 30.0 %

Warehouse Stationery70.5 64.3 + 9.6 % + 16.5 %

Noel Leeming303.6 220.3 + 37.8 % + 52.2 %

Torpedo760.6 43.5 + 39.3 % + 21.6 %

(53 weeks)(52 weeks)(52 weeks)

SalesSales

(29 July 2019 to 2 August 2020)

20202019

($ Million) ($ Million)

The Warehouse 1,706.0 1,705.7 + 0.0 % + 10.4 %

Warehouse Stationery268.8 268.6 + 0.1 % + 7.1 %

Noel Leeming1,010.0 924.6 + 9.2 % + 17.2 %

Torpedo7191.0 172.5 + 10.7 % + 10.4 %

Store Numbers

20202019202020192020201920202019

Start Quarter 4929375 77 70 70 20 18

End Quarter 4929374 77 71 70 20 18

20202019202020192020201920202019

Start Quarter 4499,756 502,154 77,667 80,273 69,865 70,529 26,489 26,186

End Quarter 4498,955 501,537 77,281 80,273 67,239 70,550 27,030 25,890

1 - 1 4

1 4 - -

1 1 3 -

1 - 1 -

Note 1:

The WarehouseNoel Leeming

Warehouse Stationery

Noel Leeming

The same store sales calculations for both the 4th quarter and full year sales periods have been adjusted to exclude the 7 week COVID-19 lockdown periods, when the

Groups physical stores were unable to open to the public and the COVID-19 Alert Levels were set at Levels 3 and 4.

The Warehouse Group Limited

Supplementary Information

Fourth quarter sales

Change in

sales

Change in

same store

sales

1

Year to date sales

Change in

sales

Change in

same store

sales

1

Torpedo7

Store changes during the quarter

New

store

Replacement

store

Store

closure

Store

extension/

reduction

Store footprint

(Square Metres)

The WarehouseNoel LeemingWarehouse StationeryTorpedo7

Warehouse StationeryTorpedo7

The Warehouse

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.

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