SPH Notice – Wardell Bros & Coy Limited

100080615/3821103.1
Disclosure of ceasing to have substantial holding
Sections 279, Financial Markets Conduct Act 2013
To NZX Limited

And

To The Warehouse Group Limited
Date this disclosure made: 21 May 2021
Date last disclosure made: 23 March 2007
Date on which substantial holding ceased: 21 May 2021
Substantial product holder giving disclosure
Full name: Wardell Bros & Coy Limited
Summary of substantial holding
Class of quoted voting products: ordinary shares
Summary for Wardell Bros & Coy Limited
For last disclosure,—
(a) total number held in class: 10,298,029
(b) total in class: 308,940,868
(c) total percentage held in class: 3.333%
For current holding after ceasing to have substantial holding, —
(a) total number held in class: Nil
(b) total in class: 346,843,120
(c) total percentage held in class: Nil
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: Pursuant to the
memorandum of understanding executed by Foodstuffs (Wellington) Co-Operative Society
Limited, Foodstuffs (Auckland) Limited and Foodstuffs South Island Limited on 6 June
2006, in addition to its beneficial interest, Wardell Bros & Coy Limited has a non-beneficial
relevant interest in all the ordinary shares in The Warehouse Group Limited held by
Foodstuffs (Auckland) Nominees Limited and Cash Wholesalers Limited.
On 21 May 2021, Foodstuffs (Auckland) Nominees Limited, Wardell Bros & Coy Limited and
Cash Wholesalers Limited entered into a block trade agreement (the Block Trade
Agreement) with Forsyth Barr Group Limited, under which Forsyth Barr Group Limited has
agreed to manage the sale of 31,120,089 shares in The Warehouse Group Limited held by

100080615/3821103.1
Foodstuffs (Auckland) Nominees Limited, Wardell Bros & Coy Limited and Cash Wholesalers
Limited for a price determined under the procedures set out in the Block Trade Agreement
(and to underwrite the sale by buying any unsold shares).
The trade completed on 21 May 2021, for a consideration for each of the three sellers of
$33,920,897 (total $101,762,691).

Additional information
Address(es) of substantial product holder(s):

Wardell Bros & Coy Limited
35 Landing Drive
Mangere
Auckland 2022
New Zealand


Contact details: Christopher Quin, Director.

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Cash Wholesalers Limited; Foodstuffs (Auckland)
Nominees Limited

Certification
I, Christopher Quin, 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.