Disclosure of relevant interests

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
The Warehouse Group Limited
Date this disclosure made:
23-Dec-20
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Antony John Balfour
Name of listed issuer:
The Warehouse Group Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Independent Non-Executive Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary Shares
Nature of the affected relevant interest(s):
Acquisition of 34% of the shares in
The Warehouse Management
Trustee Company Limited ("Trustee
Company") (which holds shares for
the purpose of the Employee
Incentive Scheme) and so obtains a
relevant interest in the 1,015,875
shares in The Warehouse Group
Limited held by Trustee Company
For that relevant interest-
Number held in class before acquisition or disposal:
0
Number held in class after acquisition or disposal:
34
Current registered holder(s):
Sir Stephen Robert Tindall
Registered holder(s) once transfers are registered:
Antony John Balfour
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:22-Dec-20
Nature of transaction:
Off-market transfer of 34 ordinary
shares in Trustee Company
Name of any other party or parties to the transaction (if known):Sir Stephen Robert Tindall
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 1,015,875
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,-
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
23-Dec-20
Name and title of authorised person:
Erin Vercoe, Acting Company
Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
The Warehouse Group Limited
Date this disclosure made:
23-Dec-20
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Dean Ross Hamilton
Name of listed issuer:
The Warehouse Group Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Non-Executive Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary Shares
Nature of the affected relevant interest(s):
(a) Acquisition of 33% of the shares
in The Warehouse Management
Trustee Company Limited ("Trustee
Company") (which holds shares for
the purpose of the Employee
Incentive Scheme) and so has a
relevant interest in the 1,015,875
shares in The Warehouse Group
Limited held by Trustee Company
(b) Acquisition of 34% of the shares
in The Warehouse Management
Trustee Company No.2 Limited
("Trustee No.2 Company") (which
holds shares for the purpose of the
Employee Incentive Scheme) and so
has a relevant interest in the 508,531
shares in The Warehouse Group
Limited held by Trustee No.2
Company
For that relevant interest-
Number held in class before acquisition or disposal:
0
Number held in class after acquisition or disposal:
(a) 33
(b) 34
Current registered holder(s):
Keith Raymond Smith
Registered holder(s) once transfers are registered:
Dean Ross Hamilton
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:N/A

Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 2
Details of transactions requiring disclosure-
Date of transaction:22-Dec-20
Nature of transaction:
Off-market transfer of:
(a) 33 ordinary shares in Trustee
Company
(b) 34 ordinary shares in Trustee
No.2 Company
Name of any other party or parties to the transaction (if known):Keith Raymond Smith
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related:
(a) 1,015,875
(b) 508, 531
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,-
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
23-Dec-20
Name and title of authorised person:
Erin Vercoe, Acting Company
Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
The Warehouse Group Limited
Date this disclosure made:
23-Dec-20
Date of last disclosure:
13-Nov-20
Director or senior manager giving disclosure
Full name(s):
Keith Raymond Smith
Name of listed issuer:
The Warehouse Group Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Former Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary Shares
Nature of the affected relevant interest(s):
(a) Shareholder of 33% of the shares
in The Warehouse Management
Trustee Company Limited ("Trustee
Company") (which holds shares for
the purpose of the Employee
Incentive Scheme) and so has a
relevant interest in the 1,015,875
shares in The Warehouse Group
Limited held by Trustee Company
(b) Shareholder of 34% of the shares
in The Warehouse Management
Trustee Company No.2 Limited
("Trustee No.2 Company") (which
holds shares for the purpose of the
Employee Incentive Scheme) and so
has a relevant interest in the 508,531
shares in The Warehouse Group
Limited held by Trustee No.2
Company
For that relevant interest-
Number held in class before acquisition or disposal:
(a) 33
(b) 34
Number held in class after acquisition or disposal:
0
Current registered holder(s):
Keith Raymond Smith
Registered holder(s) once transfers are registered:
Dean Ross Hamilton
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A

Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 2
Details of transactions requiring disclosure-
Date of transaction:22-Dec-20
Nature of transaction:
Off-market transfer of:
(a) 33 ordinary shares in Trustee
Company
(b) 34 ordinary shares in Trustee
No.2 Company
Name of any other party or parties to the transaction (if known):Dean Ross Hamilton
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related:
(a) 1,015,875
(b) 508, 531
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:
(a) Registered Holder and Beneficial
Owner
(b) Power to acquire or dispose of, or
to control the acquisition or
dispostiion of, or power to exercise,
or to control the exercise of, a right
to vote attached to ordinary shares
For that relevant interest,-
Number held in class:
(a) 13,250
(b) 18,014
Current registered holder(s):
(a) Keith Raymond Smith
(b) Lily Wong
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A

Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,-
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
23-Dec-20
Name and title of authorised person:
Erin Vercoe, Acting Company
Secretary

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
The Warehouse Group Limited
Date this disclosure made:
23-Dec-20
Date of last disclosure:
16-Apr-14
Director or senior manager giving disclosure
Full name(s):
Sir Stephen Robert Tindall
Name of listed issuer:
The Warehouse Group Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Founder and Former Non-Executive
Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary Shares
Nature of the affected relevant interest(s):
Shareholder of 34% of the shares in
The Warehouse Management
Trustee Company Limited ("Trustee
Company") (which holds shares for
the purpose of the Employee
Incentive Scheme) and so has a
relevant interest in the 1,015,875
shares in The Warehouse Group
Limited held by Trustee Company
For that relevant interest-
Number held in class before acquisition or disposal:
34
Number held in class after acquisition or disposal:
0
Current registered holder(s):
Sir Stephen Robert Tindall
Registered holder(s) once transfers are registered:
Antony John Balfour
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-
Date of transaction:22-Dec-20
Nature of transaction:
Off-market transfer of 34 ordinary
shares in Trustee Company
Name of any other party or parties to the transaction (if known):Antony John Balfour
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Nil
Number of financial products to which the transaction related: 1,015,875
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary shares
Nature of relevant interest:
(a) Beneficial Owner
(b) Non-Beneficial Interest - Merani
Trust
(c) Non-Beneficial Interest - R&G
Tindall Trust
(d) Non-Beneficial Interest - SRT
Family Trust
For that relevant interest,-
Number held in class:
(a) 93,687,096
(b) 752,798
(c) 3,455,103
(d) 3,778,149
Current registered holder(s):
(a) Sir Stephen Robert Tindall
(b) Merani Trust
(c) R&G Tindall trust
(d) SRT Family Trust
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,-
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:

Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
23-Dec-20
Name and title of authorised person:
Erin Vercoe, Acting Company
Secretary