Capital Change Notice

Capital Change Notice

Updated as at 17 October 2019


Section 1: Issuer information
Name of issuer The Warehouse Group Limited
NZX ticker code WHS
Class of financial product Ordinary shares in WHS
ISIN (If unknown, check on NZX website) NZWHSE0001S6
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed The below ordinary shares were transferred to
employee incentive scheme participants on
exercise of Tranche 2 put options:

36,888 ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
$2.3733
Nature of the payment (for example, cash or
other consideration)
Transfer of shares in WHS’ subsidiary,
TheMarket.Com (formerly The Warehouse
Group Investments Limited) of equal aggregate
value to the WHS shares.
Amount paid up (if not in full) N/A
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
0.011%
For an issue of Convertible Financial
Products or Options, the principal terms of
Conversion (for example the Conversion
price and Conversion date and the ranking of
the Financial Product in relation to other
Classes of Financial Product) or the Option
(for example, the exercise price and exercise
date)
N/A
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
As noted in WHS’ Capital Change Notice, dated
18 June 2019, as part of an employee incentive
scheme, certain executives of WHS are entitled
to be transferred shares in WHS’ subsidiary,
TheMarket.Com (formerly The Warehouse
Group Investments Limited) (TheMarket) on 17
June 2019 (Tranche 1), 20 March 2020
(Tranche 2) and 26 March 2021 (Tranche 3),
subject to certain conditions, which include
continued employment. TheMarket shares will
be transferred to the executives by The
Warehouse Limited (TWL), being the only other
shareholder in TheMarket. Under the incentive

scheme, TWL has also previously granted the
executives put options exercisable over:
 a proportion of their Tranche 2 TheMarket
shares equal to their tax obligations in
respect of Tranche 1 and Tranche 2, within
4 weeks of their transfer (subject to
extension by agreement or due to regulatory
requirements);
 up to 50% of their Tranche 3 TheMarket
shares, within 4 weeks of their transfer; and
 their entire TheMarket shareholding, at any
time within 3 years after 31 March 2021 or
within 3 months of certain ‘good leaver’
events, such as death or incapacity.
If the put option is exercised, TWL is required to
purchase those TheMarket shares at a price
based on the then fair value of the shares in
TheMarket the subject of the put option, in
consideration for procuring the delivery of
ordinary shares in WHS of equivalent value
(using the volume weighted average market
price of WHS shares on NZX for the 10
business days immediately preceding the
exercise of the put option and subject to certain
caps on the number of WHS shares to be
delivered to each participant).
Certain participants have now exercised their
Tranche 2 put options, and consequently
existing WHS shares held by The Warehouse
Management Trustee Company No.2 Limited
have been transferred to participants.
Total number of Financial Products of the
Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the Class
held as Treasury Stock after the
issue/acquisition/redemption.
346,843,120
For the purposes of Rule 3.15.2(c), as all
Tranche 2 put options have either been
exercised or lapsed, the participants’ remaining
put options are those exercisable over:
 up to 50% of their Tranche 3 TheMarket
shares, within 4 weeks of their transfer; and
 their entire TheMarket shareholding, at any
time within 3 years after 31 March 2021 or
within 3 months of certain ‘good leaver’
events, such as death or incapacity.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Employee incentive arrangement authorised
under a Board Resolutions of TWL (no
applicable issuance Rule as the put option was
settled by transfer of existing ordinary shares).
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
For the purposes of Rule 3.15.2(b) there are no
interest or dividend conditions other than those
attaching to all WHS ordinary shares.

Capital Change Notice

Updated as at 17 October 2019
Date of issue/acquisition/redemption 13/11/2020
Section 3: Authority for this announcement and contact person
Name of person

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

13/11/2020