The Warehouse Group – Notice of Meeting

Dear Fellow Shareholder
It is my pleasure, on behalf of the Board, to invite you to the 2020 Annual Meeting of Shareholders of
The Warehouse Group Limited. The meeting will be held both online at Lumi AGM (see the Virtual Meeting
Guide attached to this letter for information on how to participate online) and in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand on Friday 27
November 2020 at 10.00am (New Zealand time).
This year the Company has chosen to hold its Annual Shareholders’ Meeting as a hybrid meeting, offering both
in-person and online meeting options for attendees. The key reason for this decision is the uncertainty of the
status of the COVID-19 pandemic, particularly in relation to the meeting size, possible limitations on domestic
travel and potential risks to the health of meeting attendees. The Company may, in the event of any significant
developments resulting from the COVID-19 pandemic, elect to hold the Annual Shareholders’ Meeting as an
online-only meeting. In such circumstances, The Warehouse Group Limited will provide shareholders with
as much notice as is reasonably practicable, by way of an announcement to the NZX,
and the online meeting details below will be the exclusive means of attendance.
Group Chief Executive Officer Nick Grayston and I will comment briefly on the performance of the Company
during the year to 2 August 2020 and provide you with an update on the Company strategy.
Agenda items for this meeting relate to the election and re-election of Directors and authorisation for Directors
to fix the fees and expenses of the external auditor.
In accordance with the requirements of the NZX Listing Rules, Sir Stephen Tindall and Keith Smith will retire
at the conclusion of the meeting and both have decided not to stand for re-elction. Dean Hamilton will retire
and offers himself for re-election. In addition, the Company has received a nomination for Robbie Tindall
to be elected as a Director. The Board unanimously supports the re-election of Dean Hamilton and the
election of Robbie Tindall. You can read about Dean Hamilton and Robbie Tindall in the explanatory notes
to the Notice of Annual Meeting that accompanies this letter.
All shareholders will have a reasonable opportunity to ask general questions and make comments on the
financials, business, operations and management of the Company. You will also be able to ask relevant
questions of the auditor’s representative.
We recognise the importance of questions, and so invite you to submit them in advance of the meeting
by emailing your questions to investor@thewarehouse.co.nz or by writing to the Company Secretary,
The Warehouse Group Limited, PO Box 33470, Takapuna, Auckland 0740, New Zealand. We will collate the
main themes of the questions and respond to them at the meeting, provided that the Company reserves
the right not to address questions that, in the Chair’s opinion, are not reasonable or appropriate in the context
of an Annual Shareholders’ Meeting, or any written questions in advance of the meeting that were not
received by the close of business on Friday, 20 November 2020. The Company will also take questions on the
day from meeting attendees via Lumi AGM and directly from the floor.
A recording of the meeting will be available on our website after the meeting concludes.
If you are unable to attend the meeting, you are entitled to appoint a proxy to vote on your behalf. I encourage
you to complete and lodge the Proxy Form (either by post, fax or online) so that it reaches Computershare
Investor Services Limited by 10.00am (New Zealand time) on Wednesday, 25 November 2020.
For those shareholders who are attending the meeting in person, please bring the combined Proxy Form
and Voting Paper with you to assist with your registration and for voting purposes. You are invited to join
the Board and senior management for light refreshments at the conclusion of the meeting.
We look forward to welcoming you to the meeting.
Yours sincerely
Joan Withers
Chair
23 October 2020
Invitation to the 2020 Annual
Meeting of Shareholders

i. Resolutions 1, 2 and 3 set out above are ordinary resolutions, which will be passed if
approved by simple majority (more than 50%) of the votes of shareholders entitled to
vote and voting in person or by proxy or representative.
ii. All registered shareholders of the Company are entitled to attend and vote at the
meeting. The only matters being discussed and voted on at the meeting are the
resolutions contained in this notice of meeting. No motions will be allowed from
the floor.
iii. Any shareholder of the Company entitled to attend and vote at the meeting may
appoint another person as his/her proxy to attend and vote instead of him/her.
A proxy need not be a shareholder of the Company. A proxy form accompanies this
Notice of Meeting. If you wish to appoint a proxy to attend online via Lumi AGM on
your behalf, please ensure that you provide their contact details (phone and email)
on the proxy form.
iv. Any corporation that is a shareholder of the Company may appoint a person as its
representative to attend the meeting and vote on its behalf, in the same manner as
that in which it could appoint a proxy.
v. The appointment of a proxy or representative does not preclude a shareholder from
attending and voting at the meeting.
vi. You may appoint the Chair of the meeting or any Director, or any other person, as your
proxy. The Chair and Directors, where they are not interested in the resolution, intend
to vote any discretionary proxies, for which they have authority to vote, in favour of the
resolutions. A Director standing for re-election will abstain from voting discretionary
proxies in respect of their own re-election.
vii. A proxy will not be entitled to vote at the meeting unless a properly completed
proxy form has been received by the Company at the office of the Company’s share
registrar, Computershare Investor Services Limited not less than 48 hours before the
commencement of the meeting, that is not later than 10.00am (New Zealand time)
on Wednesday 25 November 2020. Alternatively, you can appoint a proxy online at
www.investorvote.co.nz. Online proxy appointments must be received by 10.00am
(New Zealand time) on Wednesday, 25 November 2020. Any proxy form received
after that time will not be valid for the meeting. You can post the proxy form to Private
Bag 92119, Auckland 1142, New Zealand, or you can deliver the proxy form to Level 2,
159 Hurstmere Road, Takapuna, Auckland, New Zealand or scan and email to
enquiry@computershare.co.nz
viii. Where a shareholder does not name a person as their proxy but otherwise completes
the proxy form in full, or where a shareholder’s named proxy does not attend the
meeting, the Chair of the meeting will act as that shareholder’s proxy and will vote
in accordance with that shareholder’s express direction.
Business of the meeting
Chair’s Address
Group Chief Executive Officer’s Review
Annual Report
In relation to the Company’s annual report for the year ended 2
August 2020, to receive and consider the financial statements
for that period, and the auditor’s report on those financial
statements.
Resolutions
To consider and, if thought fit, to pass the following ordinary
resolutions:
Resolution 1
That Robert John Tindall be elected as a Director of the
Company
Resolution 2
That Dean Hamilton be re-elected as a Director of the Company.
Resolution 3
That the Directors are authorised to fix the fees and expenses of
PricewaterhouseCoopers as auditor for the ensuing year.
General business
To consider such other business as may be properly raised
at the meeting.
Explanatory notes to notice of meeting
Director election – Resolution 1
Pursuant to NZX Listing Rule 2.3.2, the Company issued a notice
on 15 August 2020 advising a closing date for Director
nominations of 2 October 2020. Robert (Robbie) Tindall has
been nominated to be elected as a Director. Robbie Tindall
has accepted the nomination and, being eligible, has offered
himself for election.
Upon Sir Stephen Tindall’s retirement as a Director, Robbie
Tindall ceases to be an alternate director. Accordingly, to
remain on the Board he must be elected as a Director of
the Company.
The Board has determined, in its view, that Robbie Tindall
is not an independent Director. The Board unanimously
recommends that you vote in favour of the election of Robbie
Tindall as a Director.
Director seeking re-election – Resolution 2
In accordance with NZX Listing Rule 2.7.1, Dean Hamilton retires
and, being eligible, offers himself for re-election.
The Board has determined, in its view, that Dean Hamilton is an
independent Director. The Board (other than Dean Hamilton)
unanimously recommends that you vote in favour of the re-
election of Dean Hamilton as a Director.
Reasons for the Board’s Recommendations for
Resolutions 1 and 2
The Board supports the re-election of Dean Hamilton and
the election of Robbie Tindall because the Board considers
their experience and skill sets contribute to the overall mix of
functional skills required by the Board.
Brief biographical details of the Directors seeking election and
re-election follow:
Notice is hereby given that the 2020 Annual Meeting of
Shareholders of The Warehouse Group Limited (“the Company”)
will be held both online at Lumi AGM (www.web.lumiagm.com)
and in the Guineas Ballroom, Ellerslie Event Centre, 80-100
Ascot Avenue, Greenlane East, Auckland, New Zealand on
Friday 27 November 2020 commencing at 10am.
Notes
2

Robbie Tindall
BA, BSc
3
Board Committees:
Member of the Audit and Risk Committee, Member of the
Health, Safety and Wellbeing Committee.
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.
Board Committees:
Robbie was appointed to the Board as Sir Stephen Tindall’s
alternate director in July 2011. He has been an active member
of the Board since Sir Stephen Tindall’s leave of absence
from the business in October 2017. In that role he has been a
valuable member of the Disclosure Committee, the Corporate
Governance and Nomination Committee, the People and
Remuneration Committee and the Health, Safety and
Wellbeing Committee.
Robbie studied Arts and Science at the University of
Auckland before spending eight years at The Warehouse in
various merchandise and buying roles. He has experience in
working alongside and investing in some of New Zealand’s
most exciting technology and innovation companies as they
grow and seek to go global, including through his work for
K One W One Limited.
Dean Hamilton
BCom
Appointed Director 20 April 2020
Independent Non-Executive Director
Resolution 3 - Fixing of auditor’s fees and expenses
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993. Resolution 3 authorises
the Directors to fix the fees and expenses of the auditor.
Meeting Participation
Webcast
The Annual Shareholders Meeting will be webcast through Lumi AGM (www.web.lumiagm.com).
Virtual Participation
The Company is holding its Annual Shareholders’ Meeting as a hybrid meeting, so that shareholders who are unable to attend in person
can still have the opportunity to attend and participate online through Lumi AGM. By using Lumi AGM, you will be able to watch the
Annual Shareholders’ Meeting, vote and ask questions online from your smartphone, tablet or desktop device.
To participate in the Annual Shareholders’ Meeting through Lumi you will need to either:
• Visit web.lumiagm.com on your computer or mobile device. Ensure that your browser is compatible – Lumi AGM supports the latest
version of Chrome, Safari, Internet Explorer, Edge and Firefox; or
• Download the Lumi AGM app from the Apple App Store or Google Play Stores for free and search for Lumi AGM. Shareholders are
encouraged to download the app prior to the meeting.
• Shareholders will require the meeting ID – which is 349-313-491 – as well as their CSN/Securityholder Number, which can be found on
their Proxy Voting Form, for verification purposes.
• Shareholders may vote on the resolutions to be put to the Annual Shareholders’ Meeting, and ask questions, by using their own
computers or mobile devices through the online participation portal, as described in the accompanying Virtual Meeting Guide
(also available at https://www.thewarehousegroup.co.nz/investor-centre/shareholder-meetings).
• The Virtual Meeting Guide accompanies this Notice of Meeting and shareholders are encouraged to review the Virtual Meeting Guide
prior to the meeting. If you have any questions, or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm Monday to Friday or by email to corporateactions@computershare.co.nz.
Explanatory notes to notice of meeting.

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The in-person aspect of the Annual Shareholders’ Meeting of
the Company will be held in the Guineas Ballroom, Ellerslie Event
Centre, 80-100 Ascot Avenue, Greenlane East, Auckland,
New Zealand on Friday 27 November 2020, commencing at 10am.
Directions to the Ellerslie Event Centre from the Southern Motorway
Ellerslie Racecourse is well sign posted from the Southern Motorway. The best exit is ‘Greenlane’.
At the roundabout turn left if travelling from the north on the motorway, or right if travelling from
the south. At the first set of lights turn right. On your left will be Ascot Hospital and on your right,
Novotel Hotel. Turn right at the first roundabout and left at the second roundabout and you will
drive into the grounds of the racecourse. If you continue on through Ellerslie’s main carpark, you
will arrive at the Ellerslie Event Centre. The venue has free parking.
Directions for shareholders attending the annual meeting.
4

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

Attending the Meeting
Due to the uncertainty of Covid-19, the Company has chosen to hold its Annual
Shareholders’ Meeting as a hybrid meeting. Please refer to the enclosed Notice
of Meeting for details on how to access the meeting virtually via the online web
platform web.lumiagm.com. If you attend the meeting in person you should
bring your proxy/voting form or your CSN/Securityholder Number to assist with
registration. If a representative of a corporate shareholder or proxy is to attend
the meeting you will need to provide evidence of your authorisation to act prior
to admission.
Electronic Voting
You can appoint a proxy to cast your vote electronically by accessing Investor
Vote (www.investorvote.co.nz) in accordance with the above instructions. Use
this option if you will NOT be attending the Meeting and wish to lodge your
proxy electronically. Do not return this form if you have lodged your proxy using
Investor Vote.
Signing Instructions for Postal Proxy Forms
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Proxy Form must be signed by a duly
authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at least
one trustee in accordance with the relevant trust deed (using the rules for an
individual or a company, depending upon whether the trustee is an individual or
a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least
one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an
individual or a company).
Joint Shareholders
Where there are joint holders of shares, this Proxy Form must be signed by all
shareholders.
Power of Attorney
If this Proxy Form is completed by an attorney, the power of attorney or a
certified copy must, if not previously produced to The Warehouse Group Limited,
accompany the Proxy Form together with a certificate of non-revocation of
authority.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am (New Zealand time) Wednesday 25 November 2020

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
ATTENDANCE SLIP
The Warehouse Group Limited Annual Meeting of Shareholders
on Friday 27 November 2020 at 10:00am (New Zealand time) online
at Lumi AGM or in the Guineas Ballroom, Ellerslie Event Centre,
80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand.
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at The Warehouse Group Limited Annual
Meeting of Shareholders on Friday 27 November 2020 at 10:00am (New Zealand time) online at Lumi AGM or in the Guineas Ballroom, Ellerslie Event Centre,
80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand and at any adjournment of that meeting.
*If you do not name a person as your proxy, or your named proxy or any alternate do not attend the meeting, the Chair will be appointed your proxy and may only
vote in accordance with your express direction. If the Chair is not directed, they will vote in favour of all resolutions.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you do not mark a box or you mark multiple boxes your proxy will abstain from voting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint*
I/We being a shareholder/s of The Warehouse Group Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Resolutions
Resolution 1. That Robert John Tindall be elected as a Director of the Company.
Resolution 2. That Dean Hamilton be re-elected as a Director of the Company.
Resolution 3. That the Directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the ensuing year.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide your proxy’s details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):