Ongoing Disclosure Notices – J Withers and D Hamilton

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:
20-Apr-21
Date of last disclosure:
13-Nov-20
Director or senior manager giving disclosure
Full name(s):
Joan Withers
Name of listed issuer:
The Warehouse Group Limited
Name of related body corporate (if applicable):N/A
Position held in listed issuer:Chair
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):
Holder of more than 20% of the shares in The
Warehouse Management Trustee No.2 Limited
(which holds shares for the purposes of the
Employee Incentive Scheme) and so has a
relevant interest in the shares held by that
company
For that relevant interest-
Number held in class before acquisition or disposal:
508,531
Number held in class after acquisition or disposal:
477,542
Current registered holder(s):
The Warehouse Management Trustee No.2
Limited
Registered holder(s) once transfers are registered:
Albert Dallow and Thomas Dallow
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:20-Apr-21
Nature of transaction:
Off-market transfer of 30,989 WHS shares
from The Warehouse Management Trustee
No.2 Limited to participants under Employee
Incentive Scheme on the exercise of certain
put options
Name of any other party or parties to the transaction (if known):Albert Dallow and Thomas Dallow
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:
Transfer of shares in WHS’ subsidiary,
TheMarket.Com Limited, of equal aggregate
value to the WHS shares transferred to the
participants (being $114,919.51).
Number of financial products to which the transaction related: 30,989
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:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
Yes
Date of the prior written clearance (if any):
20-Apr-21
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:Ordinary Shares
Nature of relevant interest:
(a) and (b) Registered Holder and Beneficial
Owner
(c) Holder of more than 20% of the shares in
The Warehouse Management Trustee
Company Limited (which holds shares for the
purposes of Employee Incentive Schemes)
and so has a relevant interest in the shares
held by that company
For that relevant interest,-
Number held in class:
(a) 2,500
(b) 65,919
(c) 1,015,875
Current registered holder(s):(a) Brian Ralph Withers &
Joan Withers
(b) Joan Withers
(c) The Warehouse Management Trustee
Company Limited
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 person authorised to sign on behalf of director or officer:
Date of signature:
20-Apr-21
Name and title of authorised person:
Erin Vercoe, General Counsel and
Company Secretary

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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:
20-Apr-21
Date of last disclosure:
23-Dec-20
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: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):Holder of more than 20% of the shares in The
Warehouse Management Trustee No.2 Limited
(which holds shares for the purposes of the
Employee Incentive Scheme) and so has a
relevant interest in the shares held by that
company
For that relevant interest-
Number held in class before acquisition or disposal:
508,531
Number held in class after acquisition or disposal:
477,542
Current registered holder(s):
The Warehouse Management Trustee No.2
Limited
Registered holder(s) once transfers are registered:
Albert Dallow and Thomas Dallow
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:20-Apr-21
Nature of transaction:
Off-market transfer of 30,989 WHS shares
from The Warehouse Management Trustee
No.2 Limited to participants under Employee
Incentive Scheme on the exercise of certain
put options
Name of any other party or parties to the transaction (if known):Albert Dallow and Thomas Dallow
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:
Transfer of shares in WHS’ subsidiary,
TheMarket.Com Limited, of equal aggregate
value to the WHS shares transferred to the
participants (being $114,919.51).
Number of financial products to which the transaction related: 30,989
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:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
Yes
Date of the prior written clearance (if any):
20-Apr-21
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
Ordinary Shares
Nature of relevant interest:
Holder of more than 20% of the shares in The
Warehouse Management Trustee Company
Limited (which holds shares for the purposes
of Employee Incentive Schemes) and so has a
relevant interest in the shares held by that
company
For that relevant interest,-
Number held in class:
1,015,875
Current registered holder(s):
The Warehouse Management Trustee
Company Limited
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 person authorised to sign on behalf of director or officer:
Date of signature:
20-Apr-21
Name and title of authorised person:
Erin Vercoe, General Counsel and
Company Secretary