The Warehouse Group Limited logo

The Warehouse Group Annual Result 2021

Full Year Results28 September 2021WHSConsumer Discretionary

Results for announcement to the market
Name of issuer The Warehouse Group Limited

Reporting Period 52 weeks to 1 August 2021

Previous Reporting Period 53 weeks to 2 August 2020

Currency New Zealand dollars

$3,414,601

$3,414,601

$117,651

$117,651

Final Dividend

Record Date 18 November 2021

Dividend Payment Date 03 December 2021

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Revenue from continuing

operations

up 7.6 %

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

Total Revenue up 7.6 %

Net profit/(loss) from

continuing operations

up 164.7 %

Total net profit/(loss) up 164.6 %

Amount per Quoted Equity

Security

$0.17500000

Imputed amount per

Quoted Equity Security

$0.06805556

Current periodPrior comparable period

Net tangible assets per

Quoted Equity Security

$0.818 (01 August 2021) $0.697 (02 August 2020)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The investor presentation and media release which accompany this

announcement, provide information and commentary to explain the financial

performance of the Group for the 52 week period ended 1 August 2021.

Jonathan.Oram@thewarehouse.co.nz

29 September 2021

Authority for this announcement

Name of person authorised to

make this announcement

Jonathan Oram (Group Chief Financial Officer)

Contact person for this

announcement

Jonathan Oram (Group Chief Financial Officer)

09 217 7651

---

The Warehouse Group
FY21 Annual Results

29 September 2021

We have

transformed

Helping Kiwis

live better

every day

CHAIR’S UPDATE3
Joan Withers

GROUP UPDATE8

Nick Grayston

GROUP FINANCIALS14

Jonathan Oram

DIVISIONAL PERFORMANCE24

Jonathan Oram

OUTLOOK30

Joan Withers

2

CHAIR’S

4
1.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.A reconciliation between Adjusted and Statutory NPAT is located on slide 19and in Note 5 of

the Financial Statements for the year ended 1 August 2021.2020 Adjusted NPAT was restated from $80.7 million to $32.1 million due to the Group repaying the Government COVID-19

wage subsidy in December 2020. This repayment resulted in the reclassification of the initial receipt of the subsidy in March2020 as an unusual item. This prior year reclassification has

the effect of reducing 'other income' and decreasing the 'unusual item' expense on the Income Statement by $67.6 million (beforetax) for the year ended 2 August 2020.

2.The Group held cash on hand of $160.5 million (2020: $168.1 million) at balance date, combined with available bank facilitiesof$330 million, providing liquidity of $490.5 million (2020:

$498.1 million).

•Group sales $3.4bn –up 7.6%

•Gross profit margin up from 32.6% to

36.4%

•Reported NPAT $117.7m –up from

$44.5m in prior year

•Adjusted NPAT $175.5m–up

from$32.1m in prior year

•Net cash on hand -$160.5 million

•Total Liquidity -$490.5 million

2

•Online sales -$393.1 million, up

5.0% on last year and making up 11.5% of

total Group Sales

•Click & Collect sales –up 21.1%

•Carried over 11,500 unique products

with a sustainable feature,

accounting for over $176 millionin sales

•We have diverted 77.9% of

operationalwaste from landfill (up

from 76.7% in FY20)

•Reduced Scope 1 and 2 emissions by

2.7% and reduced total emissions by

6.4% since FY19

•$4.3 millionraised for New Zealand

charities and communities

•Increased female senior leaders to

44.4% of senior leadership roles

Our People
•Four years ago, we would not have anticipated the record results we have achieved in this financial year.

•In FY21, we have made material progress to become an Agile business and operate effectively within a dynamic

environment. Agile is not an easy journey –and I want to give credit to all our people for having the bravery and

stamina to meet the challenge of such fundamental change.

•Our culture and mindset and our teams’ expertise have enabled the business to open and shut stores and move to

Click &Collect almost overnight during the first wave of COVID-19 alert level changes. And now again, as the country

reverted to Level 4 lockdown and then into a split level environment across New Zealand.

•I would like to thank all our team members who have adapted and pivoted to these changes and have enabled the

Group to provide our customers’ needs and wants, when we can, in and out of lockdown periods.

•Our team have truly lived our values by putting customers first, doing good for our people and planet, and delivering

on what we said we would do.

5

UPDATE

6
FY21 Results

•Given the turbulence of the past year, we are pleased to report a record result with total retail sales of $3.4 billion, up

7.6% on FY20.

•Gross profit margin has increased from 32.6% to 36.4% and operating profit

(1)

margin has risen from 1.6% to 7.0%.

•Our reported NPAT of $117.7 million and adjusted net profit after tax

(2)

of $175.5 million is a record for The Warehouse

Group.

•Strong operational performance, sustained sales momentum and a robust financial position enabled the Group to

repay the COVID-19 wage subsidy of $67.6 million for our 11,000 employees in December 2020.

Dividends

•Our stronger than expected trading performance enabled the Board to declare a special dividend of 5.0 cents per

share in February 2021, and an interim dividend of 13.0 cents per share in April 2021.

•The Board is pleased to announce a fully imputed final dividend of 17.5 cents per share.The final dividend has been

declared on the assumption that New Zealand is predominantly at Level 2 from the end of October. The record date

for the dividend will be 18 November 2021 and will be paid on 3 December 2021.This brings the total dividends for

the year to 35.5 cents per share declared, and represents a pay-out ratio of 70.2% of adjusted net profit.

•This is in line with our recently amended dividend policy which was approved by the Board in March 2021 –to

distribute at least 70% of the Group’s full year adjusted net profit, at the discretion of the Board and subject to trading

performance, market conditions and liquidity requirements.We are pleased to be able to declare a final dividend, even

in the wake of further COVID-19 lockdown periods following year end.

UPDATE

1.Operating profit excludes the impact of NZ IFRS 16 and is a non-GAAP measure. A reconciliation between adjusted operating profitand Earnings before Interest and Taxation

(EBIT) is located on slide 19 and in note 2 of the financial statements for the year ended 1 August 2021.

2.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located on slide 19 and in

Note 5 of the Financial Statements for the year ended 1 August 2021.

Sustainability
•In August 2021 we established a new Board level Environmental and Social Sustainability Committee, which oversees

our governance of environmental, social and sustainability issues.

•We have been carbon neutral since 2019.

•In FY21 we diverted 77.9% of waste from landfill, we have reduced our scope 1 and 2 emissions by 2.7% since FY19,

and we have increased our women in senior leadership roles to more than 44%. We have also facilitated community

donations of around $4.3m for key social causes.

•While we still have work to do, I am incredibly proud of these and the many other initiatives and progress we have

achieved this year.

Governance

•In 2021, we also saw a change in our Directors.Following the farewell of Sir Stephen Tindall and Keith Smith at the

Annual Meeting last year, we welcomed Robbie Tindall as a permanent member of the Board.We also announced

the appointment of Rachel Tauleleiin February and who will stand for election by shareholders at the Annual

Shareholders’ Meeting in November.

•Foodstuffs sell down of their shares in The Warehouse Group in May 2021 has increased our freefloatliquidity and

changed the shape of our register, with institutional shareholders now holding approximately 9% and retail

shareholdersholding approximately 20% of shares.

7

UPDATE

9
Think customer

We put the customer first in

everything we do

Own it

We walk the talk and make

things happen

Do good

We are one team, standing

up for our people, our planet

and our communities

Purpose

Vision

Priorities

Values

Helping Kiwis live better every day

To build New Zealand’s most sustainable, convenient and customer-first company

Build a customer

ecosystem

Build the future

experience

Invest in our infrastructure

to excel in retail

fundamentals

Ethical and sustainable

performance

Customer-first offering

powered by data

Frictionless on-demand

shopping experience

10
✓Launched new website for

The Warehouse

✓Continued investment in

TheMarket.com, providing over 2.5

million available products

✓Improved inventory management –

reducing in-store SKUs by 18.5% for

The Warehouseand12.6% for

Warehouse Stationery

✓Enhanced range optimisation

FY21

Achievements

✓Weighted averageNet Promoter

Score increased 7.5 points to 76.6

✓Click & Collect sales grew 21.1% -

driven by Same-day Click & Collect

at The Warehouse and One-hour

Click & Collect at Noel Leeming

✓252 stores across the network

including 8 SWAS stores

implemented during the year –

bringing total to 25

✓Significant progress on core system

projects –WMS, ERPFI and MDM

✓Increased stock turn from 4.4 times

to 5.3 times

✓Reduced aged inventory

1

as

percentage of inventory from 28.1%

in FY20 to 16.1% in FY21

✓Liquidity of $490.5 million,with no

debt

Build a customer

ecosystem

Build the future

experience

Invest in our

infrastructure to excel

in retail fundamentals

Priorities

Strategic Themes

•Engage new and existing

customers by better solving

their needs and wants

•Offer a seamless and

frictionless customer

experience

•Meet & exceed changing

consumer behaviours

•Leverage footprint and

develop supply chain

•“What I want, where I need it,

when I choose”

•Best in NZ retail performance

metrics

•Strong corporate and brand

reputation

•Long term financial security

1.Aged inventory is stock held for more than 26 weeks.

PRIORITIES

ECOSYSTEM
11

•Our customer-centric ecosystem enables frictionless

shopping experiences creating greater customer

value.

•We have strong ecosystem foundations in place with

an established physical footprint and market leading

digital assets.

•We have confirmed the rollout of a unified loyalty

programme across the Group as “Market Club” and

“Market Club+”.

•In July, we announced that we have become a

cornerstone strategic investor in Zoom Health –we

have a shared vision to offer convenient and

affordable access to healthcare to all Kiwis.

•Further improvements will make customer shopping

journeys with our family of brands faster, easier and

more personalised through unified data, platforms

and people –while remaining focused on the

fundamentals of delivering exceptional value and new

assortments with improved customer fulfilment and

payment options in store and online.

12
BY BRAND

+5.8%+4.8%

to 6.3% of total sales

10.4%

720 basis point improvement

+37.9%

+2.2%flat

to 10.3% of total sales

12.5%

600 basis point improvement

+64.4%

+11.7%-6.4%

to 10.5% of total sales

5.8%

240 basis point improvement

+9.3%

2.1%

up from Operating Loss of 13.6%

+22.2%+18.4%

to 28.8% of total sales

+26.1%

Sales GrowthOperating Profit

Margin

Online Sales

Growth

Growth in Click &

Collect Fulfilment

TheMarket–218k customers 207%
Orders per customer16%

Range

Audience

Transactions

5,321 brands58%

2.5mavailable products93%

40m sessions –TheMarketand 1-day

TheMarket–19m sessions138%

50k club members102%

397k active customers –TheMarketand 1-day

•Our vision is to change the way Kiwis shop –providing more options, better

convenience and value

•Nearly doubled available product range -our goal is to make 10,000+ of the

world’s most desirable brands available to all Kiwis

•Significant audience growth supported by increasing purchase frequency has

grown merchant orders by 265% YoY

•MarketClubmembership growth a key value driver

•1-day deals business now consolidated.

15
For the year ended 1 August 2021

1.Operating profit excludes the impact of NZ IFRS 16 and is a non-GAAP measure. A reconciliation between adjusted operating profitand Earnings before Interest and Taxation (EBIT) is located on slide 19

and in note 2 of the financial statements for the year ended 1 August 2021.

2.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.A reconciliation between Adjusted and Statutory NPAT is located on slide 19and in Note 5 of the Financial

Statements for the year ended 1 August 2021. 2020 Adjusted NPAT was restated from $80.7 million to $32.1 million due to the Group repaying the Government COVID-19 wage subsidy in December 2020.

This repayment resulted in the reclassification of the initial receipt of the subsidy in March 2020 as an unusual item. This prior year reclassification has the effect of reducing 'other income' and decreasing

the 'unusual item' expense on the Income Statement by $67.6 million (before tax) for the year ended 2 August 2020.

3.The final dividend has been declared on the assumption that Auckland is at Level 2 from the end of October.

•Group sales up 7.6% on prior year, driven by top-line growth

across all major brands but particularly Noel Leeming and

Torpedo7. FY20 was a 53 week financial year vs 52 in FY21.

•Gross Profit continues to grow at a faster rate than sales due to

strengthening margins. This is attributable to better margin

management and sell through rates requiring lower clearance and

promotional activity.

•Cost of doing business (“CODB”) increased by 1.5% but declined

as a percentage of sales to 29.4%. CODB remains a key focus for

the Group and it is encouraging to see the impact of major

initiatives reflected in the continued downward trend of CODB %.

•The aforementioned factors have contributed to an operating profit

margin of 7.0%. Operating profit is up 388.5% to $240.6m

performance which was materially impacted by the lockdowns

resulting from the outbreak of COVID-19 and is restated to exclude

the wage subsidy.

•Operating cash flow has declined by 39.4%. Increasing profitability

has been offset by investment in working capital as inventory

balances build on the low levels of FY20, as well as the $67.6m

wage subsidy repayment, plus the move of international creditors

to 120-day pay cycle in FY20.

•Dividends include a special dividend of 5.0 cps declared in

February, interim dividend of 13.0 cps declared in April, and final

dividend of 17.5 cps

3

payable on 3 December 2021.

$ million

FY21FY20Variance

Group Sales

3,414.6 3,172.8

7.6%

Gross Profit

1,241.4 1,034.9

20.0%

Gross Profit Margin %36.4%32.6%380

CODB

1,000.8 985.6

1.5%

CODB %29.4%31.0%(160)

Operating Profit

1

240.6 49.3

388.5%

Operating Profit Margin %7.0%1.6%540

Continuing NPAT (reported)

117.7 44.4

164.7%

Continuing NPAT (adjusted)

2

175.5 32.1

446.6%

NPAT (Reported)

117.7 44.5

164.6%

Operating Cash Flow

247.3 408.0

-39.4%

Dividends

35.5cps -

35.5cps

PERFORMANCE

-30%
-20%

-10%

0%

10%

20%

30%

40%

50%

W1W2W3W4W5W6W7W8W9

W10W11W12W13W14W15W16W17W18W19W20W21W22W23W24W25W26W27W28W29W30W31W32W33W34W35W36W37W38W39W40W41W42W43W44W45W46W47W48W49W50W51W52

H1 AND H2 SALES TREND

1616

Auckland Level 3

Lockdown

Wed 12 Aug –

Sun 30 Aug

Timing difference

of public holidays

and store

opening hours

over Christmas /

New Year

L4/L3 Lockdown

25 Mar –13 May

FY20

Release of pent

up demand at the

end of first

lockdown in

FY20

1.Total sales includes sales from TheMarket.com, Other Group operations and Inter-segment eliminations

$m

FY21 H1FY20 H1Var %FY21 H2FY20 H2Var %FY21FY20Var %

The Warehouse

967.3 939.3 3.0%837.6 766.7 9.2%1,804.9 1,706.0 5.8%

Warehouse Stationery

136.6 133.8 2.1%138.0 135.0 2.2%274.6 268.8 2.2%

Noel Leeming

593.2 512.8 15.7%535.0 497.2 7.6%1,128.2 1,010.0 11.7%

Torpedo7

84.9 65.8 29.0%73.8 64.1 15.1%158.7 129.9 22.2%

Other

1

26.3 31.7

-17.0%

21.9 26.4

-17.0%

48.2 58.1

-17.1%

Total Group Sales

1,808.3 1,683.4 7.4%1,606.3 1,489.4 7.8%3,414.6 3,172.8 7.6%

MARGIN
Gross Profit Margin (%) by Brand

Group Gross Profit Margin (%)

•Gross Profit Margin has been one of the most significant drivers

of Group profitability, with strong growth across all brands.

•Improvements in inventory ageing and stock turns has resulted in

the need for lower clearance activity, which when combined with

the reduced promotional activity that comes with being an Every

Day Low Price (EDLP) retailer, has assisted in Gross Profit

Margin growth.

•With a strong focus on managing the sell through on seasonal

product lines and increasing the proportion of our stock that is

required all year round (“continuity stock”) also contributed to the

improved Gross Profit Margin.

•Torpedo7 has had a number of initiatives focused on gross profit

margin as part of its turnaround. FY20 Gross Profit Margin

included incurring one off provisions of $5.3m.

•The FY21 result is a continuation of the upward trajectory since

FY17 (noting that FY20 was impacted by the first nationwide

COVID-19 lockdown) where we commenced the move to EDLP

in TWL, started price optimisation and COGS negotiations, which

has helped to drive the growth in Gross Profit Margin.

37.9%

42.5%

21.9%

22.9%

42.2%

48.3%

23.3%

37.9%

The WarehouseWarehouse

Stationery

Noel LeemingT7

FY20FY21

32.6%

33.1%

33.5%

32.6%

36.4%

FY17FY18FY19FY20FY21

17

DOING BUSINESS
•The management of costs as a proportion of Sales has been an

ongoing focus of the business, and in FY21 we delivered a

160bps improvement in this measure.

•Approximately 71% of employee expenses are related to stores,

fulfilment centres and distribution centres which have all been

managed well throughout a period of elevated sales. This

includes efficiencies in The Warehousestores from the Labour

Operating Model update, ensuring our store team members are

rostered and available when our customers want to shop, as well

as improvements in our online fulfilment.

•The move to Agile at the Store Support Office (SSO) has

enabled greater productivity at a time of significant

transformation investment, in particular in core and digital and

customer systems

•Combined Depreciation and Lease costs have declined with a

reduction of 5 stores as part of Group store footprint optimisation

and 8 SWAS integrations in FY21 bringing the total number of

SWAS to 25.

•Major components of other costs include technology costs, credit

card commission and other store costs.

Cost of Doing Business (CODB) as percentage of Sales

31.0%

29.4%

* Cost of doing business is presented before the impact of IRFS 16

17.7%

16.9%

1.8%

1.6%

4.3%

3.9%

7.2%

7.0%

FY20FY21

Other ExpenseLease Expense*

Depreciation and Amortisation Expense*Employee Expense

18

19
REPORTED RESULTS

EBITNPAT

$ million

FY21FY20FY21FY20

Adjusted Earnings

240.6 49.3 175.5 32.1

Gain on property disposals

-0.1 -0.1

Restructuring costs -Rise

-(22.0)-(15.8)

Restructuring costs -Agile

(16.1)(22.3)(11.5)(16.0)

Interest rate hedge derivatives write-off

(3.3)(6.4)(2.4)(4.6)

Brand impairment (Torpedo7)

-(2.5)-(1.8)

COVID-19 Wage subsidy

(67.6)67.6 (48.6)48.6

Adjustments for NZIFRS 16

40.6 40.9 1.4 (0.1)

Income tax relating to prior year property

disposals and building depreciation

--3.3 2.0

Reported Earnings

194.2 104.7 117.7 44.5

1.To improve the understanding of underlying business performance, the Group adjusts profit for unusual and non-trading items.

Unusual items include profits from the sale of assets and losses associated with adjustments in carrying value of assets, M&A

activity, restructuring costs and the non-cash impact of applying the NZIFRS 16 lease accounting standard.

2.The NZIFRS16 adjustment of $40.5m in FY21 (FY20 : $40.9m) represents the difference between the depreciation on Right-of-

use-Assets and old NZGAAP rent expense.

3.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.A reconciliation between Adjusted and

Statutory NPAT is located on slide 19and in Note 5 of the Financial Statements for the year ended 1 August 2021. 2020 Adjusted

NPAT was restated from $80.7 million to $32.1 million due to the Group repaying the Government COVID-19 wage subsidy in

December 2020. This repayment resulted in the reclassification of the initial receipt of the subsidy in March 2020 as an unusual

item. This prior year reclassification has the effect of reducing 'other income' and decreasing the 'unusual item' expense onthe

Income Statement by $67.6 million (before tax) for the year ended 2 August 2020.

•The Group has continued its transition to an Agile

way of working. The restructuring costs incurred

relate to fees paid to consultants assisting the

Group throughout the Agile transition and

additional redundancy costs connected with the

Group's restructure announced last year and

finalised in FY21 H1.

•No further restructuring costs in relation to the

Agile transition are expected.

•The wage subsidy received in March 2020 was

voluntarily repaid to the Government in December

following the strength of trade in the weeks

leading up to Christmas 2020. Both the receipt

and repayment of the wage subsidy have been

classified as unusual items.

For the year ended 1 August 2021

20
SHEET

$ million

FY21FY20Variance

Inventory

457.2393.6

63.6

Trade and other receivables

79.384.3

(5.0)

Trade and other payables

(436.6)(420.8)

(15.8)

Provisions

(97.9)(84.9)

(13.0)

Working Capital

2.0(27.8)

29.8

Fixed assets

288.7259.7

29.0

Funds Employed

290.7231.9

58.8

Tax Assets

75.290.8

(15.6)

Derivatives

5.8(26.9)

32.7

Right of Use Assets

736.5774.2

(37.7)

Goodwill and Brands

73.073.0

-

Capital Employed

1,181.21,143.0

38.2

Shareholders' equity

452.2377.1

75.1

Minority interests

(2.7)(0.8)

(1.9)

Cash

(160.5)(168.1)

7.6

Lease liabilities

892.2934.8

(42.6)

Sources of Funds

1,181.21,143.0

38.2

Book gearing

61.9%67.1%(520) bps

Liquidity

1

490.5498.1(7.6)

•The Group had a negative working capital position at the end of

FY20, largely due to a significantly lower level of inventory. At the

end of FY21, inventory has grown by $63.6m albeit remaining

below historical levels due to improvements from inventory

management initiatives.

•Increased shareholder equity was driven by profitability flowing

through to retained earnings.

•As at year end, net cash and liquidity are at a similar level to last

yearwith total banking facilities available of $330m.

•During FY21 the Group introduced a liquidity requirement of

$350m -$450m to be used to cover operating expenses when

there are periods of restricted sales.

As at 1 August 2021 (comparative 2 August 2020)

1. The Group held cash on hand of $160.5 million (2020: $168.1 million) at balance date, combined with available bank facilitiesof$330 million, providing liquidity of $490.5 million (2020:

$498.1 million).

21
MANAGEMENT

•Inventory levels remain below historical averages but have

increased year on year with FY20 inventory impacted by global

supply chain challenges as a result of COVID-19.

•Increased demand and improved inventory management has

seen Group stockturn improve from 4.4 in FY20 to 5.3 in FY21.

•Inventory management continues to be a key focus of the Group’s

transformation journey, and is now delivering tangible benefits:

oAged inventory has continued to decrease with increased

sales and controlled purchases, with aged inventory(2)

decreasing from 28.1% in FY20 to 16.1% in FY21.

oThe Group achieved further SKU reduction in the period,

with SKUs at the close of the year down 13% in WSL and

18% in TWL.

oThrough a continued focus on our EDLP strategy in The

Warehouse and reduced discounting across our other

Brands, we have reduced unprofitable sales which is

reflected in strong Gross Profit Margin % growth.

oWe have continued to improve our buying and inventory

management processes, which has helped deliver an

increase in “continuity stock” as a proportion of inventory.

Closing inventory at full year ($m)

1.The Warehouse and Warehouse Stationery are now combined due to the one

pool of stock initiative

2.Aged inventory is stock on hand greater than 6 months

Stockturn by Brand

3.59

7.34

2.01

4.28

8.56

2.78

The Warehouse &

Warehouse Stationery

Noel LeemingT7

FY20FY21

(1)

487.3

523.8

517.8

393.6

457.2

FY17FY18FY19FY20FY21

FY17FY18FY19FY20FY21

22
FLOW

$ million

FY21FY20Variance

Trading EBITDA

1

430.4 244.9

185.5

Working Capital

(31.0)197.6

(228.6)

Restructuring costs

(16.1)(38.7)

22.6

Wage subsidy

(67.6)67.6

(135.2)

Taxes Paid

(32.1)(19.9)

(12.2)

Interest Paid (Lease interest)

2

(37.9)(46.6)

8.7

Other items

1.6 3.1

(1.5)

Operating Cash Flow

247.3 408.0

(160.7)

Capital Expenditure

(83.2)(64.5)

(18.7)

Divestments –PPE

0.212.0

(11.8)

Lease principal repayments

(99.4)(83.8)

(15.6)

Close out derivatives

(9.8)-

(9.8)

Dividends Received

0.3 0.1

0.2

Dividends Paid

(62.4)(27.9)

(34.5)

Other

(0.5)0.4

(0.9)

Net Cash Flow

(7.5)386.4

(393.9)

Opening Net Cash / (Debt)

168.1 (218.3)

386.4

Closing Net Cash

160.5 168.1

(7.6)

•Operating cash flow of $247.3m compared with $408.0m in

FY20 largely reflects strengthened profitability from trade being

offset by investment in working capital and the repayment of the

wage subsidy

•Capital expenditure cash flow increased by $18.7m to $83.2m

due to increased investment in core systems, digital and

customer systems and in our stores.

•Lease principal repayments were $15.6m more than FY20. The

Group received rent relief amounting to $8.1m from landlords in

FY20 due to temporary store closures caused by the COVID-19

pandemic. The remaining difference relates to rent increases

and payments associated with early lease terminations

•The Group was pleased to be in a position to recommence

dividends in FY21 after no dividends in FY20 due to COVID-19

uncertainty. Dividends paid in FY21 represent the interim and

special dividends of 13.0cps and 5.0cps, respectively. The

$27.9m paid in FY20 relates to the FY19 final dividend of 8.0cps.

1.Trading EBITDA represents Earnings before interest, taxation, unusual items, depreciation and amortisation.

2.Interest paid includes $38.5m (FY20: $41.1m) interest on lease liabilities. Refer to Note 10 of the Financial Statements for theyear ended 1 August 2021.

For the year ended 1 August 2021

CAPITAL EXPENDITURE
•FY21 capex was $85.0 million, compared to $63.1 million in FY20.

•The Group’s major investments in the year were developing our core

systems including ERP finance and inventory systems, Warehouse

Management System and cloud-based Master Data Management.

•Significant investment was made in customer focused digital

initiatives including the Group eCommerce platform for our brand

sites, and further development of TheMarket.com.

•Store renewals capital expenditure included the new The Warehouse,

Warehouse Stationery and Noel Leeming stores at Ormiston, the Noel

Leeming Silverdale expansion and the new T7 store in Napier.In

addition to Ormiston, seven further SWAS stores were opened during

the year including Masterton, Lyall Bay, Whanganui, Oamaru,

Riccarton, TeAwamutu and New Plymouth The Valley.

•While this is less than our guidance range of $100-120 million, this is

significantly higher than annual capital expenditure over the past five

years, as we invest in operational change and invest in growth areas

of the business.

•We expect capital expenditure in FY22 to be in the range of $115

million to $135 million andto remain at this level for the coming years.

Core Systems$ 20.8m

Digital and customer$ 17.7m

Store Renewals$ 13.7m

Supply Chain$ 4.9m

Other$27.9m

Total Capital Expenditure$85.0m

24.5%

20.8%

16.2%

5.7%

32.8%

Capex

Spend

$85.0m

23

24

Torpedo7
$158.7m

The

Warehouse

$1,804.9m

Noel

Leeming

$1,128.2m

Warehouse

Stationery

$274.6m

The

Warehouse

$187.6m

$132.7m

Other

1

$48.2m

SUMMARY

FY21 Operating Profit

5.8%11.7%2.2%22.2%

Noel

Leeming

$64.9m

$30.7m

Warehouse

Stationery

$34.3m

$16.8m

Torpedo7

$3.3m

$21.0m

Other

2

$(28.8m)

$4.0m

Total Group

$240.6m

$191.3m

17.7%

TheMarket

1

$(20.7)m

$5.9m

All brands reported record full year operating profit in FY21

25

52.9%

8.0%

33.1%

4.6%

1.4%

FY21 Group Sales

$3,414.6m

1.TheMarketincludes 1-day.

2.Other items in Adjusted operating profit include corporate costs and other unallocated overheads.

For the year ended 1 August 2021
26

•Sales in FY21 were up 5.8% against FY20. H1 was up 3.0% despite the

Auckland Region experiencing 18.5 days of COVID-19 lockdown in

August 2020, when stores were unable to trade. H2 was up 9.2%,

primarily due to the impact of COVID-19 in the prior comparative period.

•Online sales have continued to grow in FY21 increasing by 4.8%

compared to the prior period, driven by Click & Collect sales growing

37.9% with the introduction of same day collection, and now making up

39.4% of online sales.

•Gross Profit % was up 430 bps, as our strong focus on managing the sell

through on seasonal product lines and increasing the proportion of our

stock that is required all year round (“continuity stock”), combined with

our move to EDLP, resulted in a decrease in clearance and promotional

activity.

•Grocery has been a standout category across the year, as well as home,

gardening and toys all achieving double digit growth.

•CODB improved by 3.0% driven by the benefits derived from the Labour

Operating Model update in stores. This has led to a 6.0% decline in Store

Labour costs, whilst also seeing improvements in customer NPS.

•Operating Profit increased 241.7% to $187.6m. Operating Profit Margin

% has grown to 10.4%, 720 bps better than FY20 and 540 bps better

than FY19.

•During the year, we closed three The Warehouse stores (Dunedin,

Whangaparaoa and Johnsonville) and opened one new store in

Ormiston, Auckland.

$millionFY21FY20Variance

Sales

1,804.91,706.0

5.8%

Gross Profit

761.7646.9

17.8%

Gross Profit Margin %

42.2%37.9%430

Cost of doing business (CODB)

574.1592.0

-3.0%

CODB %

31.8%34.7%(290)

Operating Profit

187.654.9

241.7%

Operating Profit Margin %

10.4%3.2%720

Stores

9092

(2)

•Warehouse Stationery continued to build on the momentum established in
previous years, delivering yet another record result in FY21.

•Sales were up 2.2% on the prior period, with strong growth in transactions

(instore and online) up 10% helping to offset a decline in average basket

size compared to FY20.

•Gross Profit increased 15.9% to $132.5m, through higher sales volumes

and a 580 bps improvement in Gross Profit Margin, as we continue to

benefit from a decrease in aged inventory and clearance activity.

•Operating Profit increased 96.0% to $34.3m, with Operating Profit Margin

improving a significant 600 bps to 12.5%.

•Office Furniture was the standout category in Sales, benefiting from

strong demand as a result of Kiwis being required to work and study from

home, with improved stock levels also helping to drive sales in this key

category.Print & copy centre and arts & crafts categories also

experienced strong growth.

•Online sales held flat compared to prior year, as we cycled throughthe

anniversary of the first lockdown (March to May 2020). Customers have

increasingly embraced Click & Collect with sales increasing 64.4%,

making up 22.5% of Online sales.

•During FY21 we closed two Warehouse Stationery stores (Henderson and

Hornby) and opened one new store in Ormiston, Auckland.

•A total of 8 SWAS integrations were implemented in FY21 –Masterton,

Lyall Bay, Whanganui, Oamaru, Riccarton, TeAwamutu, Ormiston and

New Plymouth The Valley –bringing the total to 25.

27

* Includes 25 SWAS integrations. 6 integrations implemented in FY21 H1 and 2

integrations implemented in FY21 H2.

$ millionFY21FY20Variance

Sales

274.6 268.8

2.2%

Gross Profit

132.5 114.4

15.9%

Gross Profit Margin %

48.3%42.5%580

Cost of doing business (CODB)

98.2 96.9

1.4%

CODB %

35.8%36.0%(20)

Operating Profit

34.3 17.5

96.0%

Operating Profit Margin %

12.5%6.5%600

Stores *

70 71

(1)

For the year ended 1 August 2021

28
$millionFY21FY20Variance

Sales

1,128.2 1,010.0

11.7%

Gross Profit

262.7 221.1

18.8%

Gross Profit Margin %

23.3%21.9%140

Cost of doing business (CODB)

197.8 186.9

5.8%

CODB %

17.5%18.5%(100)

Operating Profit

64.9 34.2

89.9%

Operating Profit Margin %

5.8%3.4%240

Stores

71 74

(3)

•Noel Leeming delivered another record year in both sales and Operating

Profit, with sales exceeding $1.1bn for the first time and Operating Profit

growing by 89.9% to $64.9m.

•Sales growth continued the strong momentum seen in FY21 H1, reporting

full year sales growth of 11.7% versus FY20.

•Online shopping has established itself as a significant channel for Noel

Leeming. While online sales decreased 6.4%, as we cycled through the

anniversary of the first lockdown (March to May 2020), online sales

remained above 10% of total sales, which is almost double pre-pandemic

levels. Customers continue to embrace our 1 Hour Click & Collect offer,

with Click & Collect Sales increasing by 9.3% to 62.0% of OnlineSales.

•Our Business to Business (Commercial) division, known as “TWG

Business”, continued its positive growth trajectory and recorded double

digit year on year sales growth.

•Top performing categories, all of which had double digit sales growth,

included: Appliances, Audio Visual and Smart Tech.

•Gross Profit Margin % was 140 bps higher at 23.3%, reflecting a shift in

the sales mix towards higher margin products. Together with improved

operational efficiencies, being reflected in a reduction of 100 bps in the

CODB % (to Sales). This underpinned a full year Operating Profit increase

of $30.7m (or 89.9%) with Operating Profit Margin % growing 240 bps to

5.8%.

•During FY21, we closed four Noel Leeming stores (Tokoroa, Hunters

Plaza, Morrinsville and Manukau Westfield) and opened one new store in

Ormiston.

For the year ended 1 August 2021

$millionFY21FY20Variance
Sales

158.7129.9

22.2%

Gross Profit

60.229.7

102.3%

Gross Profit Margin %

37.9%22.9%1,500

Cost of doing business (CODB)

56.947.4

19.9%

CODB %

35.8%36.5%(70)

Operating Profit

3.3(17.7)

118.6%

Operating Profit Margin %

2.1%(13.6%)1,570

Stores

2120

1

Torpedo7 financial results (FY21 and FY20 comparatives) include Torpedo7 only and exclude

1-day which are now included in TheMarketresults in the Group financial statements.

•Sales increased 22.2% in FY21 through accelerated online and store

sales particularly in H1.There was a strong customer response to

increased targeted media and refreshed instore campaigns, supported

by favourable domestic tourism.

•Torpedo7 experienced strong online sales growth in FY21, up 18.6% on

prior period influenced by change in consumer behaviour post COVID-19

lockdowns.

•Customers embraced Torpedo7 Click & Collect service with these sales

increasing 26.1% and making up 43.1% of online sales.

•Gross Profit increased 102.3% to $60.2m with FY20 impacted by one off

provisions of $5.3m. GM% growth was driven by strategic initiatives

which improved margins and reduced discounting.

•CODB has improved as a percentage of sales by 70 bps on the prior

period with efficiencies gained across supply chain and store labour.

•The number of Torpedo7 stores increased to 21 with Napier store which

opened in FY21 Q3.

•FY21 Operating Profit of $3.3m is a significant improvement compared to

Operating loss of $17.7m in FY20.

For the year ended 1 August 2021

29

30

FY22
•FY22 sales for the first 8 weeks of the financial year were down 22% compared to the same period in

FY21.Despite the year starting positively, New Zealand went into a country wide Level 4 COVID-19

lockdown on 18 August –2.5 weeks into the financial year.

•Sales have traded broadly in line with expectations at the different lockdown levels we have experienced

since the start of the financial year.

•Given cash and available facilities on entering lockdown, the Group has not applied for the Government

wage subsidy.The Group announced early in the lockdown that it would pay team members in full until

the end of September, to provide certainty to our people.

•Given the moves of south of Auckland to Level 3 on 31 August and north of Auckland to Level 3 on 2

September, limited capital management initiatives have been employed.

•The Group’s cash deposits have reduced significantly since balance date as a result of the decreased

sales but the Group’s bank debt facilities remain undrawn.

•The Board is pleased to announce a fully imputed final dividend of 17.5 cents per share.The final

dividend has been declared on the assumption that New Zealand is predominately at Level 2 from the

end of October. The record date for the dividend will be 18 November 2021 and will be paid on 3

December 2021.

•The Group has prepared for the potential for further significant lockdowns and has therefore maintained

a robust capital position.

31

This presentation may contain forward looking statements
and projections. There can be no certainty of the outcome

and projections involve known and unknown risks,

uncertainties, assumptions and other important factors

that could cause the actual outcomes to be materially

different from the events or results expressed or implied

by such statements and projections.

While all reasonable care has been taken in the

preparation of this presentation, The Warehouse Group

Limited does not make any representation, assurance or

guarantees as to the accuracy or completeness of any

information in this presentation. The forward-looking

statements and projections in this report reflect views

held at the date of this presentation.

Except as required by applicable law or any applicable

Listing Rules, the Relevant Persons disclaim any

obligation or undertaking to update any information in this

presentation.

A number of non-GAAP financial measures are used in

this presentation. You should not consider any of these in

isolation from, or as a substitute for, the information

provided in the audited financial statements, which are

available at www.thewarehousegroup.co.nz.

This presentation does not constitute investment advice,

or an inducement, recommendation or offer to buy or sell

any securities in The Warehouse Group Limited.

32

DISCLAIMER

TermDefinitionTermDefinition
C&CClick & CollectNIDCNorth Island Distribution Centre

CODBCost of Doing BusinessNIFCNorth Island Fulfilment Centre

COGSCost of Goods SoldNLNoel Leeming

DCDistribution CentreOMSOrder Management System

DIFOTDelivered In-Full On-TimeOMUOperating Model Update

E2EEnd-to-EndPOSPoint-of-Sale

EDLPEvery Day Low PriceSIDCSouth Island Distribution Centre

ELSExecutive Leadership SquadSSOStore Support Office

eNPSEmployee Net Promotor ScoreSSSSame Store Sales

FCFulfilment CentreSWASStore-Within-a-Store

GBOGroup Business OperationsTWLThe Warehouse

GEPGroup eCommerce PlatformWALTWeighted Average Lease Tenure

GMVGross Merchandise ValueWMSWarehouse Management System

LTVLifetime ValueWSWarehouse Stationery

MDMMaster Data Management

GLOSSARY

33

---

To: NZX Limited


Auckland, 29 September 2021


The Warehouse Group FY21 annual result announcement

Key points:

• Group sales were $3.4b, up 7.6% compared to FY20

• Reported Net Profit After Tax attributable to shareholders of $117.7m, up 164.6% from $44.5m in

FY20

• Adjusted Net Profit After Tax of $175.5m, up from $32.1m

• Group online sales of $393.1m, up 5.0% on last year and making up 11.5% of total Group Sales

• Declared a final dividend of 17.5 cents per share



The Warehouse Group Limited (“the Group”) today announced a record result for the full year

ended 1 August 2021. The Group delivered sales of $3.4b, up 7.6% on FY20. Reported NPAT was

$117.7m, up from $44.5m, an increase of 164.6% on the prior year.

The FY21 financial year illustrated material progress for the Group, with the Agile business model

operating effectively to meet changing customer needs in a period of COVID-19 led uncertainty.

The increase in online shopping continued to grow with sales of $393.1m, up 5.0% on last year and

accounted for 11.5% of total Group Sales. Sales that were fulfilled via Click & Collect were up 21.1%

compared to the previous year, including 37.9% growth for The Warehouse brand and 9.3% growth

in Click & Collect at Noel Leeming driven by the introduction of one hour Click & Collect.

The Warehouse Group Chair Joan Withers said the year-end results have exceeded expectations and

show a sustained and deliberate focus on a customer led strategy.

The Group’s Adjusted Net Profit After Tax (NPAT) was $175.5m – up from $32.1m the prior year,

after excluding unusual items including the $67.6m wage subsidy repayment and $16.1m of

restructuring expenses (before tax).

“Pent up demand after lockdowns, strong operational performance and a robust financial position

enabled the Group to repay the COVID-19 wage subsidy of $67.6m for our 11,000 employees in

December 2020,” said Withers. The wage subsidy repayment resulted in a restatement of FY20

figures.

Gross profit margin has been a key driver in profitability, with gross profit margin of 36.4% compared

to 32.6% in the prior year. Across the Group’s brands, this was driven by better sell through rates

requiring lower clearance and promotional activity alongside the continued execution of the

Everyday Low Pricing (EDLP) strategy at The Warehouse.

Group Chief Executive Nick Grayston said “We are very proud of the FY21 outcome particularly the

resilience shown by our team members, who continued to deliver through another year of COVID-19

related disruption, particularly during the 28.5 days of Auckland lockdown last August and in
February and March this year.

“Our culture and mindset and our teams’ expertise have enabled the business to react swiftly in

response to COVID-19 alert level changes, including the closing and reopening of stores and the

move to Click & Collect almost overnight. The same is true of this most recent lockdown period

which has occurred post year end, and we thank our team members for their significant

contributions during challenging times.

“FY21 has given us further confidence that our customer-led strategy is the right one. We are seeing

the benefits of our transformation programme and we are part way through significant digital

investment to improve legacy systems and set ourselves up to give our teams and customers an

even better experience.


“During the year we introduced a new mobile-first Group eCommerce platform with The Warehouse

the first brand to be migrated, and with other brands following in FY22. The change will make our

mobile apps and websites easier to use for our customers, while providing for greater performance

and innovation from our team. This investment allowed us to be able to pivot quickly to the

requirement to trade essentials and non-essentials in split lockdown levels within the current

restrictions.


“We are in the process of upgrading our Enterprise Resource Planning system for finance and

inventory which will further enable the ability for our customers to shop seamlessly across our

brands and channels,” said Grayston.


During the year a focus on inventory management enabled us to drive a reduction in our aged

inventory as a percentage of inventory across the Group, from 28.1% in FY20 to 16.1% in FY21.


Initiatives focused on the Cost of Doing Business (CODB) helped us achieve a reduction as a

percentage of sales to 29.4% (31.0% in FY20), however, CODB overall increased by $15.2m. This

includes a decision to pay our people in full through lockdowns and to reward their efforts in FY21,

we issued a cash bonus totalling $8.7m to all permanent full and part time team members in August

($1,000 to full time and $500 to part time).

The pandemic continues to cause disruption to international freight movement with a shortage of

shipping containers to carry manufactured goods from source to destination, an issue for global

supply chains. While this will cause some delays, overall, we are expecting to be in a better position

than last Christmas and our offshore in-country teams have worked with our vendors to ensure that

we prioritise key stock for our customers.

“Sustainability remains a focus with significant progress made to increase the number of products

we sell, now with over 11,500 products across our ranges with at least one sustainable feature. We

sold around 20 million of these items during the year.

We have been able to direct 77.9% of operational waste from landfill, reduced Scope 1 and 2

emissions by 2.7% and reduced total emissions by 6.4% since FY19 (being the most recent year

unaffected by COVID-19).

“Our work with communities and causes impacting New Zealanders continued with $4.3m raised to

support causes such as tackling family violence, period equity and encouraging healthy homes,” said

Grayston.

Our ambition to increase diversity continued with an increase in female leaders from 39.1% to 44.4%
and the introduction of Brain Badge for our neurodiverse employees.

The Warehouse sales increased 5.8%, to $1.8bn. Online sales increased by 4.8% and now represents

6.3% of total sales, driven by Click & Collect, where sales grew 37.9% aided by the introduction of

same day collection. Reflecting pandemic trends with New Zealanders staying home, The Warehouse

saw lifts in homewares and DIY categories. Gross Profit Margin in The Warehouse increased 430

basis points.

Noel Leeming sales increased 11.7% with Gross Profit Margin increasing by 140 basis points. Key

categories for the year include appliances, audio visual and smart tech with double digit growth. The

Group’s commercial division (TWGB) also achieved double digit growth, mainly driven by Noel

Leeming Group.

Warehouse Stationery continued to build on the momentum on prior year's sales, achieving growth

of 2.2% with Gross Profit Margin increasing by 580 basis points. Online sales were flat at 10.3% of

total sales but showed growth in Click & Collect fulfilment of +64.4%.

Torpedo7 sales increased 22.2% to $158.7m from $129.9m in FY20. Gross Profit Margin was up 1500

basis points delivering an operating profit of $3.3m versus an operating loss of $17.7m in FY20.

Online sales grew from 18.4% to 28.8% of total sales, with Click & Collect increasing by 26.1%.

The Market saw significant range and audience growth supported by an increase in purchase

frequency. Registered users increased 298% and audience sessions increased 138%.

Chair Joan Withers said, “This stronger than expected trading performance enabled the Board to

declare a special dividend of 5.0 cents per share in February 2021, an interim dividend of 13.0 cents

per share in April 2021 and a final dividend of 17.5 cents per share. This brings the total dividends for

the year to 35.5 cents per share declared, and a pay-out ratio of 70.2% of adjusted net profit. The

final dividend, to be paid on 3 December 2021, has been declared on the basis that New Zealand is

predominantly at Level 2 or below from the end of October 2021.

The Group revised its liquidity policy in response to last year’s COVID-19 pandemic and now

operates to a target liquidity range of between $350m to $450m. Strong cashflows ensured we

closed the FY21 financial year with cash on hand of $160.5m compared to $168.1m at the end of

FY20. Unutilised committed bank facilities of $330m, plus cash on hand, provided total liquidity of

$490.5m at year end.

More information about The Warehouse Group’s result, financial performance by brand, strategy

and operations can be found in the 2021 Annual Report, available at

www.thewarehousegroup.co.nz.

ENDS

Contact details regarding this announcement:

Investors and Analysts: Jonathan Oram, Chief Financial Officer

To be contacted via Kim Russell +64 9 488 3285 or +64 21 452 860

kim.russell@thewarehouse.co.nz

Media: Jordan Schuler, Corporate Affairs Partner +6421 143 6930

media.enquiries@thewarehouse.co.nz

---

Here for
good

The Warehouse Group

Integrated Annual Report 2021

2
The Warehouse Group

CONTENTS

4-5

2021 At a Glance

28-29

Integrated Report

16-17

Our Ecosystem

18-23

Our Brands

24-27

Environment, Sustainability

& Ethical Sourcing

31

Risk & Materiality

8-10

Chair's Report

6-7

Chair & CEO update

11-13

CEO’s Report

14-15

Our Purpose,

Vision & Values

3
Integrated Annual Report 2021

46-49

Our Environment

44-45

Financial Capital

40-43

Our People

51-55

Financial Statements

73-77

Independent Auditor’s Report

56-72

Notes to Financial Statements

78-79

Annual 5 Year Summary

8-3

Governance Report

94-102

Statutory Disclosures

103-106

Global Reporting Initiative Disclosures

107

Directory

32-33

Our Networks

38-39

Our Relationships

36-37

Our Customers

4
The Warehouse Group

At a glance

of total Group sales

up 5.0% on last

year and making up

Online

sales

11.5%

2021 AT 2021 AT

A A GLANCE

$160.5M

Group sales

Reported

N PAT

Adjusted NPAT

Reported

N PAT

up from $32.1m

in prior year

1

at year-end

Net cash

$3.4B

$117.7M

$393.1M

$175.5M

up 7.6% on last year

up from $44.5m in

prior year (up 164.6%)

21.1%

3M

growth in Click

& Collect sales

per week to our

sites and apps

2M

customer store visits

per week

DIGITAL

VISITS

over

1

5
Integrated Annual Report 2021

2 .7%

44.4%

and reduced total

emissions by 6.4%

since FY19

2

of senior

leadership roles

Increased female

senior leaders to

Carbon neutral since 2019

Reduced Scope 1 & 2

emissions by

1. FY20 Adjusted NPAT was restated from $80.7 million to $32.1 million due to the Group repaying the Government COVID-19 wage subsidy in December 2020. This repayment

resulted in the reclassification of the initial receipt of the subsidy in March 2020 as an unusual item. This prior year reclassification has the effect of reducing ‘other income’

and decreasing the ‘unusual item’ expense on the Income Statement by $67.6 million (before tax) for the year ended 2 August 2020.

2. FY20 was considered to be an unusual year given 7 weeks of COVID-19 lockdown and reduced operations.

Overproducts

carried a sustainable feature, accounting

for over $176 million in sales

raised for New Zealand

charities and communities

11,500

$4.3M

77.9%

We have diverted

(up from 76.7% in FY20)

of operational

waste from landfills

The Warehouse,

Noel Leeming &

TheMarket.com

apps in Top 10

shopping apps


in New Zealand

10

To p

6
The Warehouse Group

"We have remained

true to our strategy

and lived our values

by putting customers

first, doing good for

our people and planet,

and delivering on what

we said we would do."

CHAIR &

CHIEF EXECUTIVE

UPDAT E S

Joan Withers

Chair, The Warehouse Group

7
Integrated Annual Report 2021

"We are building an

ecosystem which allows

customers to be recognised

and rewarded however and

whenever they choose to

interact with us."

Nick Grayston

CEO, The Warehouse Group

8
The Warehouse Group

Staying on course

In a year buffeted by the disruption of a global pandemic and the

rollout of a national vaccination programme, The Warehouse Group

has stayed on course.

We have remained true to our strategy and lived our values by

putting customers first, doing good for our people and planet,


and delivering on what we said we would do.

During the 2021 financial year (FY21), we have made material progress

while also embracing the disciplines required to become an agile

business and operate effectively within a changing environment.

The Warehouse Group is the first major retailer to adopt and

implement the agile framework to improve performance. By steadily

enhancing the ways we conduct our business we have been able to

act for the good of our customers, communities, people and investors

in an era of uncertainty, upheaval and isolation.

Our culture and mindset and our teams’ expertise have enabled the

business to open and shut stores and move to Click & Collect almost

overnight during the first wave of COVID-19 alert level changes.


And now again, subsequent to year end we have had to adapt as the

country reverted to Level 4 lockdown.

Agile is not an easy journey – and I want to give full credit to all our

people for having the bravery and stamina to meet the challenge of

such fundamental change.

The execution of the strategy has gone to plan and it is heartening

to now see the benefits of the decision we took in 2017 to transform

our business by striving to build New Zealand’s most sustainable,

convenient and customer-first company.

Four years ago, we would not have anticipated the record results

we have achieved in FY21. There is no doubt that the Group has

benefitted from the changes to the way New Zealanders now live,

work and shop. Some of that change was driven by COVID-19

but there has undoubtedly been a shift in behaviours that will be

significant and enduring.

COVID-19 was a causative component of our results for the last

financial year and we were able to capitalise on the tailwinds arising

from border closures and restricted international travel to the fullest

extent because of the transformation journey we have been on.

However that is not the whole story of FY21 and the fundamental

changes we have made in the business are undoubtedly providing

significant benefit. Our increasing competency in data utilisation,

and ability to understand and meet customers’ product and service

needs much better than we did in the past have contributed to

margin improvement. Alongside this, our focus on defining the future

CHAIR'S

REPORT

customer experience, the continued execution of Every Day Low

Pricing in The Warehouse and reduced discounting across other

brands positioned us to catch the rising wave of in-store and online

retail demand amplified by the impacts of COVID-19.

People are now much more used to shopping remotely. The significant

investment in our digital future and a quality customer experience has

delivered material returns as people embraced services such as Click &

Collect, which grew 21.1% year-on-year.

Financial performance across the Group was strong, and the sales

growth at Torpedo7 in particular merits a call out – up 22.2% on last

year, a testament to the execution of the growth strategies put in

place by the team as well as the way Kiwis have pursued cycling,

water sports and other outdoor activities locally instead of


holidaying offshore.

Two years after the launch of TheMarket.com, our investment in this

platform has been vindicated as more and more Kiwis shop from a

screen. TheMarket.com’s growth during FY21 includes almost 397,000

active customers and over 50,000 Market Club members.

We started our strategic and operational transformation back in 2017

and our FY21 results further strengthen our resolve and confidence in

our course of travel.

The results

Our adjusted net profit after tax (NPAT) was $175.5m, up from


$32.1m last year, with reported NPAT being $117.7m - a record for

The Warehouse Group.

Strong operational performance, sustained sales momentum

and a robust financial position enabled the Group to repay the

Government COVID-19 wage subsidy of $67.6m for our 11,000

employees in December 2020.

We could not have delivered such a lift in profitability without the

improvements our teams have made in our stores, distribution and

fulfilment centres, our Store Support Office and to our digital platform.

The fact that we did this during a year which started with Auckland

entering Level 3 lockdown for two weeks on 12 August is a testament

to the resilience of our people and our business. As I write this, post

financial year end, the country is once again in Level 4 lockdown and

Nick Grayston, the executive leadership squad and our entire team

are responding to the challenges and opportunities we again face.

On virtually all of our key measures, The Warehouse Group has made

significant strides year-on-year. Total retail sales increased from $3.2b

to $3.4b, and operating margin has risen from 1.6% to 7.0%.

Chair’s ReportChair’s Report

9
Integrated Annual Report 2021

CHAIR'S

REPORT

Reported net profit attributable to shareholders for the year was

$117.7m, compares to $44.5m last year.

Capital management

As I noted previously, reported work undertaken 18 months ago in

terms of balance sheet management continues to assist us with our

capital management.

We are comfortable with our capital structure and continue to focus

on ensuring that we have the required liquidity for the Group and

that we are able to reward our shareholders with a sustainable and

coherent dividend policy.

In the current uncertain economic environment the Group considers

it appropriate to maintain high levels of liquidity. Our undrawn bank

debt facilities of $330m, together with cash on hand at year end

provide a liquidity buffer of $490.5m.

The new policy is to distribute at least 70% of the Group's full year

adjusted net profit, at the discretion of the Board and subject to

trading performance, market conditions and liquidity requirements.

This dividend policy provides the Group with flexibility to maintain


a stable capital structure, allowing for capital expenditure to invest

for future growth, and progressive and sustainable dividends.

In accordance with this new policy the Board declared a fully

imputed FY21 interim dividend of 13.0 cents per ordinary share paid

on 22 April 2021.

The Board is pleased to announce a fully imputed final dividend of

17.5 cents per share. The final dividend has been declared on the

basis that New Zealand is predominantly at Alert Level 2 or below

from the end of October 2021. The record date for the dividend will

be 18 November 2021 and will be paid on 3 December 2021.

Sustainable and affordable

Our customers increasingly expect that businesses with which

they interact have a transparent and measurable commitment to

sustainability.

The Warehouse Group aspires to be New Zealand’s most sustainable

retailer and is implementing initiatives in three focus areas: people,

products and planet.

Through efforts including ethical sourcing, reduction in packaging

and plastics, and prioritising sustainable products and materials, our

brands now offer over 11,500 products with sustainable attributes –

up from 6,000 a year ago.

We are working with community organisations such as The Salvation

Army, Plunket, and Women’s Refuge and taking leadership positions

on issues such as reducing family violence, period poverty, supporting

diversity, and helping to equip hundreds of vulnerable Kiwi children

with much needed back to school essentials.

During FY21 we established a board committee which oversees our

governance of environmental, social and sustainability issues. The

company achieved carbonzero status back in FY19, and right from the

time our founder Sir Stephen Tindall opened the first The Warehouse

store back in 1982, we have had a strong focus on sustainability. The

Board is committed to understanding and implementing ways we can

fulfil our obligations to stakeholders as greater expectations and a

requirement for more transparency around Environmental and Social

Governance (ESG) unfold.

I am incredibly proud of these and the many other initiatives


detailed elsewhere in this report that demonstrate a commitment

to sustainability and action.

Board activity

We have continued to refresh the Board, following the retirement


of Sir Stephen Tindall and Keith Smith last year.

In February we appointed Rachel Taulelei as a non-executive

director. Rachel has unique commercial experience as chief

executive of large operational locally owned businesses, including

co-founding business design and brand strategy firm, Oho and at

Kono, a top 100 New Zealand food and beverage company. She was

also founder of Yellow Brick Road which specialises in direct seafood

supply into restaurants.

"Our culture and

mindset and our teams'

expertise have enabled

the business to open

and shut stores and

move to Click & Collect

almost overnight during

COVID-19 alert level

changes."

Capital expenditure has risen on the prior year, with increased spend

on customer-facing digital and core system initiatives including

the Group eCommerce platform and enterprise resource planning

systems for finance and inventory.

FY21 capex spend was $85m, lower than initially budgeted, but

higher than the average last three years of $65m.

Dividend policy

The Board took a cautious approach to cash preservation in FY20

due to COVID-19 and the resultant operational uncertainty. We

made the difficult decision to cancel the FY20 interim dividend and

declared no FY20 final dividend.

However, following stronger than expected trading performance

in November and December 2020, the Board declared a special

dividend of five cents per share in February 2021.

The Board undertook a review of the Group dividend policy,

comparing it to market practice and other listed retailers, and taking

into account current and forecast Group operational cash flow,

forecast capital expenditure and liquidity requirements.

Directors approved a new dividend policy in March 2021.

10
The Warehouse Group

Rachel also has strong credentials leading business councils

and in non-executive directorships with particular expertise in

primary industries.

She currently chairs the APEC Business Advisory Council and was


a member of the Prime Minister’s Business Advisory Council.

Rachel’s broad-ranging experience adds an important skillset to our

Board and complements the skills of existing directors. (Please refer


to the Board Skills Matrix available on page 88).

Future Director Renee Mateparae attended her final meeting in

September. The Board has valued her contribution very highly and

her expert knowledge of agile structures and processes gained

through her leadership role at Spark. She has been highly committed

to her Future Director role, and we have thoroughly enjoyed having

Renee at the board table.

Chair’s Report

"The Group has

traded well through

the turbulence of

FY21. However, the

COVID-19 environment

continues to evolve and

it would be premature

to anticipate a return

to full normality

in FY22."

Our new Future Director is Caroline Rainsford. Caroline is currently

the Country Director for Google NZ, a role she has held since 2017.

Prior to this, she was the Marketing and Product Director for Latitude

NZ as well as the Brand Director for the Australian and New Zealand

region, with her earlier career including roles with Philips Royal

Electronics in the Middle East, Turkey and Africa.

I am delighted to welcome Caroline as our latest Future Director.


The Warehouse Group remains committed to the scheme and we

have derived enormous benefit from the various incumbents we have

had sitting around the table for the past seven years.

I attended our Investor Day in May – the first since 2017 – and was

heartened by the engagement of the attendees and their interest

in the Group. It was a good opportunity to update investors on the

progress achieved over the past four years and provide a deeper

understanding of our strategy.

Following last year’s Board performance review we have undertaken

a couple of 'pulse checks' with our external provider to monitor

progress on the areas we identified for improvement in the full

performance assessment.

The Board will be asking shareholders at our upcoming Annual Meeting

for an increase to Directors’ Fees. The last increase was in 2013 and

we have based our request on an independent report on comparator

companies and after canvassing a number of key shareholders on their

view of a proposed increment to the existing fees.

The year ahead

Uncertainty remains the dominant factor in assessing the year ahead.

The Group has traded well through the turbulence of FY21. However,

the COVID-19 environment continues to evolve – and it would be

premature to anticipate a return to full normality in FY22.

While New Zealand’s economy strengthened post the initial

COVID-19 lockdowns of 2020, the recent closure of the trans-Tasman

bubble, the impact of the Delta variant on one of our most important

trading partners and most latterly the incursion of the Delta variant

to New Zealand shores are yet to play out in terms of repercussions

on the retail and wider business sectors.

The sustainability of heightened consumer retail spending levels, the

impacts of catastrophic climate-related events, constraints on global

supply chains, and lack of clarity about the global roadmap out of

COVID-19 restrictions are among the factors that will challenge


The Warehouse Group in the year ahead.

We have demonstrated agility and courage in FY21 – and the record

result is a tribute to Nick Grayston, his leadership team and all our


team members. On behalf of the Board, I thank them most sincerely.

The Board has endeavoured to provide wisdom and steady

governance oversight during the upheavals and opportunities

and, most importantly, support the exemplary response our team

has demonstrated during this global pandemic. Guiding the

transformation of a retail business of the scale and reach of


The Warehouse Group in a trading environment impacted by tight

border controls, logistical disruptions and sudden lockdowns has

placed additional demands on Directors. I thank them for their

support, their energy and commitment throughout the year.

It is pleasing to be in a position to reward our shareholders for their

forbearance last year, with a return to the payment of dividends this

year. As always, the Board values your support and looks forward to

meeting with you at our Annual Shareholders Meeting in November.

Joan Withers – Chair

11
Integrated Annual Report 2021

CEO'S

REPORT

"The 2021 financial

year tested our ability

to adapt and flex amid

ongoing business

interruption."

More than a year after the onset of the global pandemic,

The Warehouse Group has seen the investment in the move to

agile working practices prove worthwhile by demonstrating that

it can innovate, adapt and deliver the services Kiwis need in the

context of massive disruption.

While New Zealand united around a strategy to keep COVID-19 out,

our teams aligned around a business strategy to fulfil customers’

demands for frictionless convenience.

Our strategic priorities - to build a customer ecosystem, define


the future customer experience and excel in retail fundamentals –

became magnified by the radically altered retail environment in

which we now operate. Our combination of local assets, global

partnerships, and a strong financial position meant we were able to

grow our business and expand our capabilities to deliver solutions


for customers in a year when they relied on us more than ever.

Changes made to the way we work and the investments in our future

have been guided by a core imperative: knowing what our customers

want and delivering it so that shopping with us is easier and more

rewarding than shopping with anyone else.

Refining our ways of working

Following a record half-year profit the business maintained its

momentum, achieving a 7.6% increase in sales revenue which

contributed to gross profit increasing 20% to $1.2b compared to


the prior year.

The 2021 financial year tested our ability to adapt and flex amid

ongoing business interruption.

In August 2020, we formalised our move to becoming a business

guided by agile principles within our Store Support Office, enabling


us to further strengthen our focus on anticipating and meeting

New Zealanders’ needs, however and whenever they choose to

shop with us.

As the first major retailer to go agile, there was no blueprint. We had

to make some compromises and manage our way through a lot of

unknowns. As a result, some pockets of historic inefficiencies and

old ways of doing things remained. We are now addressing these by

re-examining what constitutes 'must-do' and discretionary activities

by a process of 'zero-basing' the work. This is ongoing work that will

support our stated goal of becoming New Zealand’s most sustainable,

convenient and customer-first company.

In our stores, it was a year of implementing standardised processes

and adjusting the deployment of team members. In The Warehouse,

we changed the rostering and tasks of our teams so we had team

members on the shop floor when customers needed them most: in


the weekends and evenings.

In October 2020, after a period of consultation, about 750 roles

became redundant following a Group restructure.

That was tough for everyone – those who departed as well as those

who remained.

Since then, however, we have seen the employee net promoter score

(NPS) in our stores rise significantly, and it has been pleasing to see

that customer NPS has also increased over that time.

Building our ecosystem

We have started to deliver an ambitious programme of infrastructural

and technological innovation required to enable The Warehouse Group’s

ability to do good for all our stakeholders and excel for our customers.

We are building an ecosystem which allows customers to be

recognised and rewarded however and whenever they choose to

interact with us.

Part of our competitive moat is the physical locations that we have all

around New Zealand with most Kiwis no more than 20 minutes from

one of our stores.

As COVID-19 lockdowns restricted shopping behaviour, we ramped up

one-day Click & Collect at The Warehouse and scaled one-hour Click

& Collect at Noel Leeming.

Additionally, we accelerated our 'store-within-a-store' (SWAS) model,

integrating a further eight The Warehouse and Warehouse Stationery

stores. We will continue to co-locate our brands where it makes sense

to do so, while also investing over the next two years in renovating

approximately 40 stores in order to improve the omni-channel

shopping experience.

While it is unlikely that our total footprint will grow, there will be

targeted new store openings. During FY21, these included becoming

part of the new Ormiston Town Centre in South Auckland, where

we opened new The Warehouse, Warehouse Stationery and Noel

Leeming stores.

Across our store brands, we recorded a 5.0% increase in online sales,

making up 11.5% of total Group sales. We plan continued technology

investment to support this ongoing change in customer behaviour.

We have delivered the re-platforming of The Warehouse website,

nearly completed the re-platforming of the Noel Leeming site and


are now looking at enhancements to our mobile apps.

12
The Warehouse Group

Our new warehouse management system has gone live in our South

Island Distribution Centre and will be activated in the North Island

Distribution Centre after Christmas.

Over the next three years we will enhance our Master Data

Management, build and deploy enterprise management systems

which tie together a multitude of business processes and enable


the flow of data between them. We will also optimise our supply

chain systems and processes to include providing more options


to flex between speed and cost of online fulfilment options for

our customers.

We are broadening the scale and scope of programmes that deepen

the connection between our brands and our customers.

In addition to growing our existing loyalty programmes -

myNoelLeeming, Torpedo7 Club, TheMarket Club, and BizRewards –


we have successfully launched an app-first loyalty programme trial in

The Warehouse. We have now confirmed the rollout of a unified loyalty

programme across the Group, to be named Market Club, which will

include both a free and a subscription offer, with subscriptions offering

unlimited free shipping on millions of items. This will evolve to integrate

all existing programmes, giving even more benefit and utility to our

customers, with the rollout starting this calendar year.

Our loyalty programmes are already benefitting New Zealanders


by linking with offers from other major brands. In September

2020, TheMarket.com and Vodafone New Zealand entered an

exclusive partnership which rewards all Vodafone customers


with a free subscription to TheMarket’s loyalty scheme and its

membership benefits.

The shift to working from home forced people to grapple with

technical and IT issues that were formerly the responsibility of

workplace experts. Our services were in huge demand, resulting in

Noel Leeming Tech Solutions revenue increasing by 42%. In addition

to expanding the use of artificial intelligence, chat bots, and digital

humans to help solve customer problems, we trained more people


to be present on the shop floor and able to provide advice backed

by deep knowledge of our products and customers, supported


by technology.

Do Good – Kia Oha

One of our core values as a leading New Zealand-owned retailer is to

do good, acting as one team that stands up for our people, our planet

and our communities.

Sustainability has become increasingly important to our customers

and shareholders.

This year we launched the Sustainable & Affordable campaign which

highlights that customers can make more sustainable choices without

products becoming prohibitively expensive.

We think about value as being the synthesis between price and

quality, with today’s customers rejecting the trade-off between

affordability and sustainability - they are asking for both.

More than 11,500 of our products now carry sustainable attributes

which include certified sustainable materials or plastic-free

packaging. We are working with recognised programme providers

such as the Better Cotton Initiative and Forestry Stewardship Council

to ensure the products we purchase are better for our planet and


our customers.

Sustainable packaging guidelines are being rolled out across all new

products to reduce unnecessary plastic usage and improve packaging

recyclability, reusability, or compostability. Our Soft Plastics Recycling

Scheme in 29 of our stores allows our customers to drop their soft

plastics into recycling bins, diverting them from landfill. We have also

launched e-waste recycling capability in 16 of our Noel Leeming stores

and will roll this out to more stores as soon as possible.

For the past 17 years, The Warehouse has had an ethical sourcing

programme in place to protect the welfare of workers in its supply chain.

(You can read more on this in our Ethical Sourcing report on our website).

With our vision to become New Zealand’s most sustainable company,

we know we have to measure up.

That’s why each year we work alongside the Carbon Disclosure Project,

a not-for-profit charity that runs the foremost global disclosure system

for investors, companies, cities, states and regions to help them

manage their environmental impacts. In December The Warehouse

Group received a score of A- for 2020, increasing from a C in 2018 and

2019. With C being the current industry, regional and global average,

receiving a rating of A- puts us in the highest category of “Leadership”,

acknowledging we are currently “implementing current best practices”

in the fight against climate change.

CEO’s Report

"We think about value

as being the synthesis

between price and

quality, with today's

customers rejecting

the trade-off between

affordability and

sustainability - they

are asking for both."

To tackle family violence further, we have partnered with charities to

address some of New Zealand’s most pressing social issues. We have

enhanced support for team members experiencing family violence by

providing 15 days’ paid leave and three nights’ accommodation as well

as an online support tool under our Family Violence is not OK platform.

As part of our effort to help remediate period inequity in New Zealand,

The Warehouse offered $1 period products and gave one pack to

charity for every 10 sold. We partnered with The Period Place to offer

a new educational hub on thewarehouse.co.nz aimed at reducing the

stigma associated with periods. The Warehouse was also successful in

being appointed as an official supplier of period products to schools

through the government programme.

During the year we supported our team members through a


variety of efforts such as counselling, wellbeing initiatives and via

The Warehouse Group Foundation we provided support for those

facing financial hardship.

Further information about the many actions and commitments made by

the Group, our brands and our teams within our evolving ESG model can

be found on pages 46 to 48.

Performance

Each of our brands contributed to our record Group profit through

sales growth, improved operating margins, rising online sales, and

substantial Click & Collect fulfilment growth.

The Warehouse sales increased 5.8% to $1.8b as we continued to

improve products and refine our offer to customers during FY21.

13
Integrated Annual Report 2021

That’s despite the Auckland region experiencing 18.5 days of COVID-19

lockdown in August 2020 when stores were unable to trade as normal,

and heightened alert levels in March and June 2021. During the August

2020 lockdown The Warehouse sales declined 17.4% year-on-year.

Warehouse Stationery continued to build on its momentum from the

prior year, benefitting from the store-within-a-store model and the

emerging hybrid work practice of splitting days between the office


and home. We delivered another record profit with sales of $274.6m,

an increase of 2.2% on last year.

Noel Leeming had a stellar year with sales growth of 11.7% to $1.1b.


The 9.3% growth in Click & Collect fulfilment with most customers

choosing our one-hour service showed the extent to which people


have gravitated to online purchases since the COVID-19 lockdowns.

Both Noel Leeming and Warehouse Stationery benefitted from our

recent inclusion in the all of government procurement panel for

office supplies and Information and Communication Technology (ICT)

consumables.

Torpedo7 was our turn-around hero with total sales increasing 22.2%

on the same period as last year to $158.7m. Simon West and the team

have worked very hard to reverse profit losses and are now reaping the

benefits of scale and improved merchandising and operations. We see

additional growth opportunities as we continue to scale the business


to achieve coverage and critical mass across New Zealand.

TheMarket.com is another growth story, now with 2.5 million available

products and over 5,300 brands from more than 800 merchants. More

than 18.6m online sessions were completed in FY21, up 138% compared

to the same period last year. We are continuing to invest in this critical

part of our ecosystem as we move towards scale.

Ready to meet challenges

The pace of modern life in the digital age means that the biggest risk

to companies is becoming anachronistic and lacking the flexibility to

respond to the ever-increasing pace of change.

COVID-19 was an accelerant for us, and made it all the more imperative

to work our way through some difficult decisions.

Pressure creates diamonds but you must have the carbon to create

them in the first place. During FY21 we saw the benefits from the


plans that we laid prior to the pandemic, and the execution that

we are now delivering.

Product improvements, building our own private label and sourcing

capabilities, and price optimisation have all enabled us to extract


more value as well as manage costs.

We are now being rewarded for many of the things we have been

working on since we confirmed our strategy in 2017.

We acknowledge that a buoyant market contributed to our significant

increase in profitability. COVID-19 lockdowns spurred people to focus


on the quality of their home environments which has benefitted

consumer electronics and homeware in particular.

A nearly 27% increase in New Zealand’s minimum wage since 2017

means there is more disposable income flowing into the economy


and some of that has benefitted retail.

When New Zealand reopens its borders there is the potential for growth

rates to contract. However, we have made good use of these unusual

times to get our house in order and have constrained costs where

possible to be able to protect profits in that eventuality.

We have long anticipated that an online behemoth like Amazon would

enter the local market. Although they do not have a distribution centre

here yet, they have three in Australia and are building a fourth so it’s

only a matter of time. They have formally launched in New Zealand

where they are already the third most trafficked website without a

physical presence.

It is vital that we become a modern, vigorous and competitive option

so that The Warehouse Group can retain our 11,000 people employed

within New Zealand instead of losing those jobs overseas.

Further modernisation of our supply chain will be a major focus over


the next few years. COVID-19 has created global supply challenges

and we need to stay ahead of these.

Last Christmas we reduced our focus on seasonal product and put more

effort into basic continuity product. That meant we left some business on

the table but we also reduced risk through better inventory management.

The worst case scenario is seasonal product arriving too late to sell.

A shortage of shipping containers in the right place at the right time to

carry manufactured goods from source to destination is a symptom of

the havoc the pandemic has wrought on international supply chains.


As a result, freight costs are rising which will inevitably translate into

higher prices for customers.

Issues like these will continue to challenge us. By staying true to our

strategy, we will deal with them – and I am confident we have the leadership

strength and commitment from our people to do so and prosper.

We farewelled three members of the leadership team over the course

of the year.

In October 2020 Chief Operating Officer Pejman Okhovat resigned to

take up a senior executive position with an overseas retailer. Pej joined

The Warehouse Group in 2005 and played a key role in improving


the performance of The Warehouse and Warehouse Stationery, and

enabling The Group to trade through COVID-19 during the Level 4 and


3 lockdowns in 2020.

Chief Transformation Officer Scott Newton, who led our transformation

over the past three years, also decided it was time to move on, having

made a significant contribution to reducing complexity, driving

performance improvements and strengthening The Warehouse Group’s

health and capabilities.

In September 2021 Chief Sales Officer Tim Edwards resigned. Tim has

been with the Group since 2009 in the roles of CEO Noel Leeming

and CEO Torpedo7 prior to taking on his current position. He played

a key role in the Noel Leeming brand's significant growth, achieving

over $1b in annual sales in FY20, as well as growing the Services and

Commercial businesses.

We wish Pej, Scott and Tim all the best for the future.

Our executive leadership team has continued to become leaner and

more agile. At the next leadership level we have grown our diversity

considerably with women now holding 50% of these senior roles.

A successful retail business runs on the energy, commitment and skills

of its people.

By living our values, everyone working at The Warehouse Group

brings us closer to our vision of being New Zealand’s most sustainable,

convenient and customer-led company.

I want to thank all of our team members for their resilience, dedication

and courage in embracing the changes we have made, and those we

must continue to make.

Nick Grayston – CEO

14
The Warehouse Group

Our Purpose, Vision & Values

OUR

PURPOSE

Every day, we're living our purpose by

transforming our business to exceed


our customers' expectations and have

a positive impact on our communities.

Helping Kiwis live better

every day

15
Integrated Annual Report 2021

Providing a customer-first offering

powered by data, a frictionless

on-demand shopping experience,

delivering an ethical and sustainable

performance for our shareholders.

We put the customer first in

everything we do

Think customer

Whakaarohia te kaiutu

We are one team, standing up

for our people, our planet

and our communities

Do good

Mahi i nga mahi pai

We walk the talk and

make things happen

Own it

Kia haepapa

OUR

VALUES

OUR

VISION

to build New Zealand’s

most sustainable,

convenient and

customer-first company.

16
The Warehouse Group

Our Ecosystem

OUR

ECOSYSTEM

We’re building a customer-centric ecosystem

for New Zealand that enables frictionless shopping

experiences and creates greater customer

value over time.

Our unique combination of local assets, global

partnerships and our strong financial position means

we can further scale our business by investing in

the right capabilities to serve our customers

more holistically.

We now have strong ecosystem foundations in place

with an established physical footprint and market-

leading digital assets. We have confirmed the rollout

of a unified loyalty programme across the Group as

'Market Club' and 'Market Club+', which is starting

its rollout with The Market and The Warehouse this

calendar year. We have also become a cornerstone

strategic investor in Zoom Health, the operator of

Zoom Pharmacy, because we believe together we

can make a real difference to our customers' welfare

through a shared vision to offer convenient and

affordable access to healthcare to all Kiwis.

Our efforts and innovations have already delivered

significant omni-channel capabilities across our stores,

services, supply chain, and our mobile apps and

online sites. These are already improving the customer

experience, including the expansion of range on

The Market to over 2.5m active product stock keeping

units (SKUs). We continue to invest in being sustainable

and affordable in everything we do, and this vision

underpins our ecosystem at every stage.

Further improvements will make customer shopping

journeys with our family of brands faster, easier and

more personalised through unified data, platforms

and people – while remaining focused on the

fundamentals of delivering exceptional value and

new assortments with better customer fulfilment

and payment options in store and online.

S

E

R

V

I

C

E

S

Our services help

customers and

businesses in

their daily lives


We’re focused on making our

shopping experiences easy and

seamless – in stores and online

Omni-Channel Shopping

17
Integrated Annual Report 2021

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G

Zoom Health

With more

ways to make

their budgets

work for them

We're focused

on offering

convenient

and affordable

access to

healthcare

to all Kiwis

18
The Warehouse Group

Our Brands

OUR

STORES

252

stores across

New Zealand

(incl 25

SWAS)

Plus a leading online marketplace,

websites and mobile apps

90702171

19
Integrated Annual Report 2021

LOVE THE

EVERYDAY


FOR LESS

The Warehouse is New Zealand’s largest general

merchandise retailer with a presence in virtually

every Kiwi home and community.

Ensuring that our products and services keep pace with

the expectations of those we serve and our focus on

implementing new ways of working to meet those needs

and expectations contributed to The Warehouse’s retail

operating profit growth.

Updates to our store operating model and changes to

rosters have been successful, with team member rosters

now more closely aligned to when our customers are

shopping. Our customer and employee survey scores have

improved, showing both our customers and our team are

embracing the changes.

During the year we deployed a new picking and order

location app to better equip our team members to

efficiently fill Click & Collect orders, which have increased

37.9%. We now have dedicated Click & Collect counters

in some of our stores, conveniently located at the front to

facilitate efficient pick-ups.

Our store footprint continues to evolve, with the latest new

generation SWAS store opening in Ormiston Town Centre,

South Auckland, including a complete garden centre, a

dedicated new-look homeware range space, a full print and

copy centre and a dedicated Click & Collect counter.

Our 40-in-2 programme will see approximately 40 of our

stores nationwide refurbished and refitted with an updated

store format and fixtures and fittings, with works due to be

completed by 2023.

We are committed to becoming one of New Zealand’s most

sustainable companies while continuing to deliver great

value to our customers. Our efforts at The Warehouse – from

the location of our stores, to our ethical sourcing programme,

sustainable initiatives and community partnerships – are

moving us towards achieving this goal.

We have made significant improvements to a number of

our products, including removing plastic packaging from

our ranges and replacing with more environmentally

friendly alternatives.

During the year we expanded our soft plastics recycling

scheme to another 13 stores across our network. Since the

programme’s launch in The Warehouse stores in October

2015, close to 15.5 million individual units of soft plastic

have been collected and diverted from landfill. That equates

to nearly 70 tonnes.

Electric trucks were introduced for customer deliveries

of larger items to locations within a 220km round trip

radius from our distribution centres in Auckland, Hamilton,

Tauranga and Christchurch. We have also increased public

access to electric vehicle (EV) charging with the expansion

and upgrade of our charging station infrastructure, now

with 28 store locations nationwide.

Our team’s passion for our customers and the community

continues to be a strong driver of our support to a number

of organisations throughout the year, including Variety -

the Children’s Charity, The Salvation Army, Women’s Refuge

and Duffy’s Books in Homes.

Following the introduction of our affordable range of $1

period products, The Warehouse has teamed up with

The Period Place to launch collection boxes where

customers can donate period products directly to local

community groups to reach people in need. For every ten

sold, The Warehouse also donates a pack to its community

partners – Women’s Refuge and The Period Place. More

than 99,000 period products have been donated through

the initiative already.

Our Brands | The Warehouse

20
The Warehouse Group

Our Brands | Noel Leeming

THE AUTHORITY IN APPLIANCES,

TECHNOLOGY & SERVICES

Highlights for the year include a record operating profit of

$64.9m, record sales of $1.1b, an increase in market share,

and a lift in employee and customer satisfaction ratings.

These successes reflect a dedication to sticking to our

strategy and delivering exceptional customer service

through our high-performing, passionate experts and

end-to-end services solutions.

As a result of adapting to changing trading conditions during

COVID-19 alert levels, one-hour Click & Collect is now a

permanent offering for customers, with dedicated Click &

Collect bays at most stores making pick-up quick and easy.

We have continued to consolidate our store footprint,

closing stores at Manukau Westfield, Tokoroa, and Hunters

Plaza in Papatoetoe, and opening our innovative store at

Ormiston Town Centre in South Auckland, built on the

design of our successful Newmarket store.

Innovating for our customers is a key reason why Noel

Leeming is New Zealand’s number one consumer

electronics retailer. Our Noel Leeming services offering

continues to grow – 42% up on FY20’s services results.

Key customer experience capabilities have been unlocked

including the ability to book our Tech Solutions services

at point of sale, the introduction of a tiered capability

framework for team member development and a full team

redesign, setting up the services business for further growth

in the years ahead.

The Noel Leeming sales app provides us with a point of

Noel Leeming helps Kiwis enrich their lives through

technology. We pride ourselves on offering Kiwis

global and home brands, coupled with innovative,

world-class service.

difference in the retail environment in New Zealand – helping

customers on the shop floor, improving the overall customer

experience, showing our authority in demonstrating

technology and increasing our sales conversion.

Another step forward in innovation is the completed roll-out

of e-ticketing across all Noel Leeming stores, removing all

paper ticketing from stores. We are proud to be the first

retailer in Australasia to achieve this, enabling live pricing

in all stores. Looking ahead, the next development will be

the inclusion of live product locations on store maps for

customers through the Noel Leeming mobile app, as well

as hourly deals and competitive price reactions.

In partnership with TechCollect NZ, Noel Leeming now offers

free e-waste collection at 16 stores nationwide, with plans

for this programme to be extended across all Noel Leeming

stores. We hope this programme will help New Zealand divert

a significant amount of e-waste from landfills, and recover

precious resources to be recycled.

The Warehouse Group Business (TWGB) was formed in 2019

to allow business and commercial customers to procure

a wide range of products across our Group companies

including technology, stationery, appliances, furniture,

sporting, outdoor, apparel, FMCG and many more categories,

through one central supplier.

Since its inception, TWGB has increased the Group’s

commercial sales revenue by 24.1% and exceeded $500m

in group commercial sales. Key highlights include 5,831

lunchbox units to 214 schools participating in the Ministry

of Education school lunch programme, and 300,000 period

products distributed to schools in partnership with the

Ministry of Education.

21
Integrated Annual Report 2021

Business made easy and doing your best work are

the principles that drive Warehouse Stationery.

The brand caters to Kiwis from all walks of life who

want to stock up on business items, school supplies,

or materials for creative projects such as photography

or craft. Warehouse Stationery is a leading supplier for

small businesses in New Zealand, and has benefitted

from our recent inclusion in the All of Government

Procurement Panel for office supplies ICT (information

and communication technology) consumables.

In FY21 our retail operating profit of $34.3m increased by

to 12.5%, sales were up from $269m to $275m and Click &

Collect sales increased to 64.4%. Sales received a strong

boost from changing work habits. As more Kiwis now

work from home, they are using Warehouse Stationery to

purchase their office furniture and essentials such as ink,

paper and printers.

Our Print and Copy Centre facilities continued to show

increased demand, with Click & Collect services growing to

6% of total sales from 3% last year. The uptake of our Tech

Solutions service also grew, as more customers had to deal

with technology challenges in their home workspaces.

Throughout the year we continued to refine our

Warehouse Stationery offer by moving seven standalone

stores to within The Warehouse stores, giving customers

DO YOUR

BEST WORK

more choice under one roof. We also opened a purpose-

built store-within-a-store at Ormiston. This format has

proven to be very successful and we will continue our

store-within-a-store concept in the coming year. We plan

for another four to be moved within the first half of FY22.

Our standalone stores continue to provide our customers

with the wide variety of services and essentials they have

come to trust.

This year we further expanded our sustainable range

of products and services. These included Forest

Stewardship Certified notebooks and wheat paper

school supplies, as well as wheat photocopy paper in

our business range. We also continued our ink, toner

and drum cartridge recycling programme.

Our Warehouse Stationery team members supported a

variety of causes over the year including the Blue Shirts

in Schools programme which provides six weeks of work

experience and guidance to school students wanting to

understand more about retail as a career choice. We also

worked with The Salvation Army to equip children in need

with back-to-school essentials through our in-store Add a

Dollar campaign, which is now in its 11th year.

Our Brands | Warehouse Stationery

22
The Warehouse Group

SEE YOU

OUT THERE

Torpedo7 is one of New Zealand’s leading adventure

sports stores offering a unique selection of bikes,

outdoor equipment, water gear, clothing, snow and

fitness products and technology to guide you in

your next adventure.

Torpedo7 continues to make good progress year-on-year,

with both sales and gross profit growth, 22.2% and 102.3%

respectively.

We have succeeded in turning around our business

performance to a position the brand can profitably grow

from. Key to this success has been the rationalisation of

range and growth of Torpedo7 branded goods. Product

sourcing has moved to an in-house specialist team, focused

on developing our Torpedo7 brand of products and apparel.

Our team members are also keen outdoor enthusiasts and

avid users of the products we sell, ensuring they are well

positioned to give our customers the best and right advice

on gear for whatever outdoor activity or adventure our

customers are participating in.

Strong demand for adventures was generated by our

customers need to continue to explore, just more locally

- reawakening the realisations that we live in the world’s

best adventure playground. Proudly on a journey to a more

sustainable offering, we have removed all plastic packaging

on Torpedo7 branded bikes with packaging now being

100% cardboard. Building on that achievement, our goal in

2022 is to have 30% of our Torpedo7 branded apparel be

manufactured with recycled fibres. We have also added

low-emission lighting in stores and a 100% hybrid vehicle

fleet to our short-term sustainability goals.

In FY21 we opened a spacious new 1,200sqm store in Napier

which features a refreshed look and feel to acknowledge

the local environment. Moving forward, Torpedo7 growth

initiatives will include opening new stores in Whangārei,

Invercargill and Wellington in 2022, and other sites of

interest have been identified for future growth.

We have now streamlined our online fulfilment capabilities

by moving to one dedicated fulfilment centre, improving

our customer experience.

Torpedo7 Club continues to drive engagement for our

customers and a new partnership with the AA brings

more benefits to our members. We will continue to drive

engagement with our Club members through our club

offers and partnerships.

Torpedo7’s passion for the outdoors and our local

environment has provided support through partnerships

with Sustainable Coastlines, joining with them to clean up

our shorelines, and with Hillary Outdoors Education Trust

by donating $67,000 to support programmes run by them

throughout the year.

Our Brands | Torpedo7

23
Integrated Annual Report 2021

GET IT

ALL DONE

With millions of products from more than 5,300 of

the world's most desirable local and international

brands, TheMarket.com is the place to get it all done.

Since launching in 2019, TheMarket.com is New

Zealand's fastest growing e-Commerce platform with

almost 397,000 active customers with the marketplace

customer segment growing fastest at 207% YoY, adding

147,000 customers in FY21.

Assortment has grown YoY with over 2.5m products

available. Traffic to the site and consumer sales have

increased with a shift from stores to online. This has

been accelerated by COVID-19, with momentum

continuing to grow with more range, more partners and

more customers joining the platform every week.

TheMarket Club subscription service now has over

50,000 members, offering subscribing customers free

shipping on eligible items from local and international

Our Brands | The Market

stores, VIP access to exclusive offers and promotions,

priority customer service and eligibility for benefits and

deals through exclusive partners.

Throughout the year, TheMarket.com has partnered

with major brands and events, resulting in increased

brand awareness and was a naming sponsor and the

official retail partner of Emirates Team New Zealand’s

defence of the 36th America’s Cup in Auckland in 2021.

TheMarket.com also partnered with Vodafone, offering

free access to TheMarket Club to Vodafone’s Club

members.

In 2020 TheMarket.com launched its Fulfilment by

Market service which provides end-to-end solutions

for brand owners where inventory is held and fulfilled

by TheMarket.com on their behalf. Brand owners like

L'Oréal are using this service, selling all their major

brands through their store on TheMarket.com.

TheMarket logoTheMarket Point

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24
The Warehouse Group

Environment, Sustainability & Ethical Sourcing

DRIVING

TOWARDS

A MORE

SUSTAINABLE

FUTURE

25
Integrated Annual Report 2021

26
The Warehouse Group

The Warehouse Group’s teams, leadership and Board

are serious about achieving our vision to become

New Zealand’s most sustainable retailer.

Ongoing initiatives which include supporting team

members’ wellbeing and diversity, decarbonising

energy use, and giving a hand up to the communities

in which we operate are detailed in our Integrated

Report. During FY21, we added programmes that are

making a difference in the lives of our communities

and key stakeholders.

Social: Period Equity

The Warehouse has partnered with The Period Place

with the goal of eliminating period inequity in Aotearoa

by 2030. The partnership is an evolution of the existing

work by The Warehouse to recognise that of around

1.2 million menstruators in New Zealand, an estimated

700,000 experience barriers to accessing period

products. As a result of this issue, approximately 8%

of students are missing days at school.

In FY20 we started providing a $1 range of period

products, with one pack for every ten sold donated

to Women’s Refuge and The Period Place to reach

those in need. By the end of FY21 more than 99,000

period products were donated.

We have also provided free period products to all

bathrooms across the Group’s stores, distribution

centres and support offices because people can get

caught short. Together with The Period Place, we

rolled out donation bins across 26 The Warehouse

stores where customers can donate period products

Environment, Sustainability & Ethical Sourcing

ENVIRONMENT,

SUSTAINABILITY

& ETHICAL

SOURCING

which are then distributed to local community groups

who support people with barriers to access - such as

cost, vulnerable living situations and education.

Alongside the donated products, educational

material from The Period Place about period

cycles and types of period products available was

provided. The Period Place relationship helped us

further reduce barriers by getting information to

community groups and hosting a podcast series and

portal on our The Warehouse website. By promoting

understanding that menstruation is a normal

biological process we aim to help people manage

their period with confidence.

Work in this area will continue into FY22 with further

products scheduled to be launched.

Wellbeing: Family Violence is Not OK

The Warehouse Group has had a Family Violence is

Not OK policy in place since 2015. In FY21 the Group

updated its policy to reflect users’ feedback. Initially

developed in conjunction with Women’s Refuge,

the policy was designed to provide those affected

by family violence with ten days paid leave and the

perpetrators of violence with five days unpaid leave.

The updated policy now offers 15 days of paid leave

in addition to three nights’ accommodation for those

impacted by family violence.

During FY21 training associated with the policy was

27
Integrated Annual Report 2021

digitised allowing our team members to more easily

access the material, which is designed to help them

understand what family violence is and to provide

guidance on where to seek help. It also supports

managers with information about what to do if a

team member is experiencing family violence.

During the year the Group also supported Women’s

Refuge by donating $250,000 from the proceeds

of our July toy sale. The funds went to Women’s

Refuge’s Kids in the Middle Programme which

supports children impacted by family violence.

Sustainable attributes: Increasing the

sustainability of our product range

Providing customers the ability to choose more

sustainable products gained a significant focus

in FY21, with the number of products with a

sustainable feature growing to a peak of around

11,500. That number will continue to rise as our

efforts in this area continue.

As a business we are prioritising the delivery of

product packaging with reduced plastic, improved

recyclability and reusability. Traditionally plastic

packaging is being replaced by cardboard or fabric.

We have also increased our use of certified materials

sourced through global sustainability programmes

such as the Better Cotton Initiative, the world’s

largest cotton sustainability programme, and the

Forest Stewardship Council, a non-profit organisation

that promotes responsible management of the world’s

forests. Materials sourced from these programmes are

prevalent in our home and apparel ranges.

We have been innovating product ranges, including

with the introduction of sustainable materials such

as recycled polyester, a durable material made from

recycled used plastics which featured in our men’s

winter puffer jackets and women’s winter bathrobe,

as well as in a range of pillows.

Waste reduction: Trialling circularity initiatives

We are committed to making recycling and waste

reduction easier and more accessible for Kiwis.

Post-consumer waste was a focus and we expanded

the number of stores offering soft plastics recycling

bins in store to a total of 29, including our first

stores to offer the scheme in the South Island and

Hawkes Bay region.

We launched an e-waste collection pilot programme,

in partnership with TechCollect NZ, at 16 of our Noel

Leeming stores. This programme allows consumers

to drop their used electronics into a Noel Leeming

store for recycling at no cost. This service is funded

by TechCollect NZ’s members such as Canon New

Zealand, Dell, Dynabook, HP, Microsoft and Toshiba.

The lessons from TechCollect NZ’s programme

partnership with Noel Leeming will be used to inform

the best options for an ongoing regulated e-waste

product stewardship system in New Zealand.

We are also trialling the recycling of hard-to-

recycle waste at three of our The Warehouse stores.

Partnering with recycling company TerraCycle

NZ and leading global brands including Colgate,

Schwarzkopf, Zuru and NESCAFÉ, the trial offers

customers a way to dispose of waste which is not

processed through kerbside recycling collections.

Examples include toothpaste tubes and caps,

toothbrushes, hair colouring packaging (including

bottles, tubes and lids), NESCAFÉ Dolce Gusto coffee

capsules and Zuru Bunch O’ Balloons.

28
The Warehouse Group

Integrated Report

INTEGRATED

REPORTREPORT

R

E

T

A

I

L


V

A

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U

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C

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E

A

T

I

O

N


P

R

O

C

E

S

S

Our People

Create a dynamic purpose-driven

organisation that is the best place to

work, with a high-performance, agile

culture focused on the health, safety,

wellbeing and development of our people.

Our Customers

• NPS up +7.5 points to 76.6

• SKU reduction of 18.5% for TWL and 12.6% for WSL

• Online sales 11.5% of total sales

• Click & Collect sales growth 21.1%

• Stock turn 5.3 times


Our Relationships

We want to build strong relationships

with our communities and our

stakeholders to deliver sustainable

value and positive change.

Our People

• eNPS +17 (Aug 2021)

• Women in 44.4% of senior leadership roles

• Gender pay equity 89.0%

• Severity 1 Frequency Rate (SV1FR) decreased by 34.5%

• Incidents closed within 10 days performance 94.0%


Our Customers

Our expertise in understanding our

customers allows us to keep them

at the centre of all that we do.


Financial Capital

We need to ensure efficient utilisation of

financial capital to compete and enable

growth, provide resilience and deliver

consistent and strong total shareholder return.

Financial Capital

• Share price growth of 66.2% in FY21

• TSR 74.9%

• Liquidity of $490.5m

• Final dividend 17.5cps, Full dividend

35.5cps

Our Networks

Our aim is to build a world-class omni-channel

retail network that leverages physical and digital

assets to deliver customer needs and wants in

an efficient and innovative way

.

Our Networks

• 252 stores including 25 stores-within-a-store

• 88.0% of overseas sourced products through

three offshore offices

• DIFOT to store 98.0%

• DIFOT home delivery: 91.7% for The Warehouse

and 93.4% for Warehouse Stationery

Our Environment

• 11,500 SKUs carrying a sustainability attribute,

accounting for over $176m in sales

• Diverted 77.9% of operational waste from landfills

• Decreased Scope 1 &2 emissions by 2.7% compared to FY19

• 60% of the Group’s passenger fleet is full EV

Our Environment

It is our goal to embed our Sustainable & Affordable platform

throughout our ecosystem and accelerate the Group’s

transition to a sustainable, circular, and low-carbon future.

Manufactured

Capital

Social and

Relationship

Capital

Natural

Capital

Intellectual

Capital

Financial

Capital

Human

Capital

>

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Our Relationships

• Raised $4.3m for New Zealand charities and communities

in FY21. $75.5m since 1982

• 856 student enrolments in The Warehouse Group’s

Gateway programmes

• 1,744

suppliers completed e-learning lessons on

labour and environmental management topics

INPUTS

RETAIL VALUE CREATION PROCESS

This is the third year The Warehouse Group

has reported under Integrated Reporting.

29
Integrated Annual Report 2021

R

E

T

A

I

L


V

A

L

U

E


C

R

E

A

T

I

O

N


P

R

O

C

E

S

S

Our People

Create a dynamic purpose-driven

organisation that is the best place to

work, with a high-performance, agile

culture focused on the health, safety,

wellbeing and development of our people.

Our Customers

• NPS up +7.5 points to 76.6

• SKU reduction of 18.5% for TWL and 12.6% for WSL

• Online sales 11.5% of total sales

• Click & Collect sales growth 21.1%

• Stock turn 5.3 times


Our Relationships

We want to build strong relationships

with our communities and our

stakeholders to deliver sustainable

value and positive change.

Our People

• eNPS +17 (Aug 2021)

• Women in 44.4% of senior leadership roles

• Gender pay equity 89.0%

• Severity 1 Frequency Rate (SV1FR) decreased by 34.5%

• Incidents closed within 10 days performance 94.0%


Our Customers

Our expertise in understanding our

customers allows us to keep them

at the centre of all that we do.


Financial Capital

We need to ensure efficient utilisation of

financial capital to compete and enable

growth, provide resilience and deliver

consistent and strong total shareholder return.

Financial Capital

• Share price growth of 66.2% in FY21

• TSR 74.9%

• Liquidity of $490.5m

• Final dividend 17.5cps, Full dividend

35.5cps

Our Networks

Our aim is to build a world-class omni-channel

retail network that leverages physical and digital

assets to deliver customer needs and wants in

an efficient and innovative way

.

Our Networks

• 252 stores including 25 stores-within-a-store

• 88.0% of overseas sourced products through

three offshore offices

• DIFOT to store 98.0%

• DIFOT home delivery: 91.7% for The Warehouse

and 93.4% for Warehouse Stationery

Our Environment

• 11,500 SKUs carrying a sustainability attribute,

accounting for over $176m in sales

• Diverted 77.9% of operational waste from landfills

• Decreased Scope 1 &2 emissions by 2.7% compared to FY19

• 60% of the Group’s passenger fleet is full EV

Our Environment

It is our goal to embed our Sustainable & Affordable platform

throughout our ecosystem and accelerate the Group’s

transition to a sustainable, circular, and low-carbon future.

Manufactured

Capital

Social and

Relationship

Capital

Natural

Capital

Intellectual

Capital

Financial

Capital

Human

Capital

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Our Relationships

• Raised $4.3m for New Zealand charities and communities

in FY21. $75.5m since 1982

• 856 student enrolments in The Warehouse Group’s

Gateway programmes

• 1,744

suppliers completed e-learning lessons on

labour and environmental management topics

RETAIL VALUE CREATION PROCESS

FY21 OUTPUTS

This Integrated Report describes our retail business model and how our resources contribute to our goals and vision to

build New Zealand's most sustainable, convenient and customer-first company. These are demonstrated through the

six capitals shown below and detailed in this report.

The aim of this report is to outline our focus areas, priorities and progress for each year, and targets for the future.

This Integrated Report has been prepared using the International Integrated Reporting Council’s (IIRC) Integrated

Reporting Framework.

In addition, in 2021 we have taken a further step into how we determine what Environmental, Social and Governance

(ESG) areas are material to The Warehouse Group, and we have reported on current ESG initiatives and achievements,

as well as relevant economic impacts, through adopting the Global Reporting Initiatives (GRI) reporting framework.

Refer to pages 103 to 106 of this Annual Report for further information on the GRI reporting framework, The Warehouse

Group’s materiality assessment and the GRI content index.

The Group’s Board and Management have established internal preparation and quality control processes to ensure

the quality and integrity of this report. We have not sought external audit or assurance for the non-financial information

contained throughout this Integrated Report or on the GRI content of this report with the exception of our carbon

emissions and energy consumption which are audited by Toitū Envirocare.

30
The Warehouse Group

Risk & Materiality

31
Integrated Annual Report 2021

RISK &

MATERIALITY

Risk management

The Group is committed to the ongoing roll out of its

Enterprise Risk Management (ERM) Framework. This

includes continuing to embed the ERM Framework into

the wider business and enhancing risk management

processes with agile thinking. This assists in attaining

effective risk management across the organisation and

allows for the exploration of opportunities as they present.

The Board sets the Group’s risk appetite, which provides

informed decision making in the risk management

framework and delivers parameters within which the

business manages risk.

Our risk management framework embraces agile

practices which allows the Group to identify and manage

risk and provides it with a mechanism to adapt and

respond to an ever changing environment. The Group

has assumed a blended approach to risk management

which considers both traditional risk management and

agile structures. This blended approach allows the Group

to be nimble in risk management and aligns with the

Group's agile approach.

The Group's ERM Framework is aligned with best practice

and includes:

• A consistent approach to identifying and managing

risk;

• Supporting the achievement of the Group's strategic,

financial and operational goals by managing risks;

• Encouraging an open and transparent culture where

risk discussion and awareness is supported;

• Enabling better decision-making practices through

the adoption of agile thinking to help support risk

informed choices, prioritises actions and distinguishes

between alternative courses of action; and

• Encouraging an understanding of the risk

environment within which the Group operates.

The Group acknowledges that risk management is

important to all aspects of its activities and is the

responsibility of every team member. Our leaders

have a particular responsibility to appraise their risk

environment, to put in place appropriate controls and

to monitor the effectiveness of those controls.

The Group, as part of its ongoing risk governance

programme, operates an Enterprise Risk Management

Committee, which comprises senior leaders from across

the Group. The Committee meets every two months to

ensure there is a balanced view of risk and that critical

risks are understood, reviewed, appropriately managed

and reported.

The Audit and Risk Committee receives reports from

internal audit and other professional service providers.

The Group has identified its key risks which, if realised,

would materially impact the success of the business.

These risks include enterprise and system failure,

global logistics and trading disruption, sourcing and

retaining skilled talent, increased global competition,

environmental risk, and failure to automate and

increase productivity.

Materiality

Materiality in the six capitals is different from financial

materiality in the financial statements. It is driven by the

risk appetite settings, and the specific outcomes and

strategies within each capital. A material improvement

in our environmental reduction outcomes, for example,

may be different this year compared to other years

depending on the starting position.

Building on an improvement may mean we have a higher

materiality for change than if we were attempting to

arrest a declining performance. Materiality is therefore

relative to every strategy and metric in each capital and

is used to filter what is reported and what is not. The

Integrated Report is not the definitive or last word that

the organisation has to say on a given topic, it is the

material performance report against those elements in

the capitals that we are trying to influence or improve.

This year we have taken a further step in our overall

reporting and in particular in our Environmental,

Social and Governance (ESG) targets and initiatives by

adopting the Global Reporting Initiatives (GRI) reporting

framework and materiality principles. This will enable

us to identify and prioritise areas that substantively

influence the assessments and decisions of stakeholders

or have a significant ESG positive or negative economic,

environmental and/or social impact towards achieving

our goals of sustainable development. This report has

been prepared in accordance with the GRI Standards:

Core option.

32
The Warehouse Group

Our Networks

Our aim is to build a world-class customer ecosystem, powered

by first-party customer data, a loyalty platform that rewards and

engages customers in the ways most important to them, and a

network with convenient locations throughout New Zealand that

makes it easy for customers to shop whenever and however

they choose.

To deliver on this, we have three key areas of focus:

• Build a world-class customer ecosystem and retail network

• Our supply chain network

• Our enterprise systems, processes, and data.

Building a world-class customer ecosystem and retail network

Going forward, modern retail is all about customer ecosystems. They

better leverage assets and investments, they create stronger customer

relationships, and they create new platforms for business growth. With

stores that are conveniently located throughout New Zealand, improving

our store experiences while increasing our digital footprint has been a

key focus. We have made significant improvements in our retail property

portfolio including increasing The Warehouse and Warehouse Stationery

store-within-a-store (SWAS) format. In FY21 we integrated eight additional

Warehouse Stationery within The Warehouse stores, bringing our total

SWAS to 25 at the end of FY21 (FY20: 17).

This year saw a considerable focus on store improvements – in FY21,

32.6% (FY20: 22.9%) of capital expenditure was allocated to asset

development of our stores, including new stores and upgrading existing

stores. We strive to ensure our stores offer excellent customer experience

with layouts which are best suited to customer shopping habits.

Total Group store foot traffic increased 0.4% in FY21 compared to the same

52 weeks in FY20, excluding any lockdown periods and comparing the

same weeks year-on-year. Foot traffic does not include separate foot traffic

into Warehouse Stationery SWAS stores, this is included in The Warehouse

figure. This is a pleasing result considering our total stores (excluding SWAS

stores) decreased from 240 stores in FY20 to 227 stores in FY21.

Build a world-class

omni-channel store

and online network

OUROUR

NETWORKS

Based on stores (excluding SWAS

stores) which decreased from

240 stores in FY20 to 227 stores

in FY21, and excl. COVID-19

lockdown periods in both years

Of capital expenditure

on asset maintenance

(FY20: 22.9%)

TheMarket.com – the Group’s online marketplace – further expanded its

offerings with over 2.5 million available products from more than 5,300

of the world’s most desirable local and international brands.

Supply chain network

It has been a challenging year as the COVID-19 pandemic changed

demand patterns and created new pressures that tested global supply

chains to the limit. The pandemic’s impact was further exacerbated

by port and local transport challenges in New Zealand. Despite these

disruptions, the Group’s brands have performed well keeping average

store availability over 90.0% with store delivery in full on time (DIFOT)

of 98.0%. Having teams located at source, strong supplier relationships

and our agile way of working were key factors in allowing us to respond

quickly as circumstances changed.

In FY21 we extended our customer DIFOT measurement to include the

receipt of orders by customers, recognising the importance of last mile

delivery in overall customer experience. We achieved a DIFOT (delivery

and Click & Collect) of 91.7% for The Warehouse and 93.4% for Warehouse

Stationery against our target of 95.0% - up significantly on FY20 which

was greatly impacted by COVID-19 lockdowns across the country.

We have worked hard to improve the Click & Collect and delivery

experience. We launched same-day Click & Collect for The Warehouse,

made instore availability viewable on the website and mobile app, launched

new customer QR code functionality to speed up collections, and built a

picking and location management app for the Fulfilment Centre teams.

From an integrated supply chain perspective, we made substantial

progress scoping our end-to-end transformation programme, standing

up a dedicated customer demand and fulfilment agile tribe to support

the work, and delivering some quick wins. These included capacity

and peak trade planning and stock keeping unit (SKU) segmentation to

enable better stock flow. Work has also begun on long-term strategic

enablers such as network optimisation, unified central planning, and

transport optimisation with our supplier partners.

Including 227 standalone

and 25 SWAS, LY 257

stores - 240 standalone

and 17 SWAS

0.4%

increase in store

foot traffic

(FY20: 1.5%)

252 Stores

32.6%

33
Integrated Annual Report 2021

(FY20:

decreased 8.7%)

Supply chain network

Enterprise systems, processes and data

The Group operates a number of businesses that use different

Enterprise Resource Planning (ERP) systems and processes. Our

strategy is to provide an end-to-end operational platform of systems

and common processes through which the brands can accelerate their

points of competitive differentiation. We have started a major systems

and process modernisation investment to drive efficiency and common

processes across the Group, supported by a modern technology stack

that enables migration from batch to real-time financial operations

which is expected to be completed in early FY23.

Our expertise in our systems is focused on integrating, simplifying and

standardising all back-office business processes and support systems,

across order-to-cash, procure-to-pay, statutory and management

accounting.

During the financial year we achieved the following milestones in our

enterprise systems and processes roadmap:

• Completed designing a back-office finance solution to replace

multiple legacy ERP systems

• Completed designing an integrated inventory system for real-time

stock on hand to meet the demands of store and online systems

for "available to sell” and “available to promise”

• Established a cloud-based, Master Data Management (MDM)

system to host all item attributes across the enterprise, enabling

a “single version of the truth”

• Replaced our legacy Warehouse Management System (WMS) in the

South Island Distribution Centre to increase productivity and stock

availability for our stores

• Completed our mobile-first, artificial intelligence-enabled

eCommerce platform which enables a 'build one, deploy many'

approach for the Group, with thewarehouse.co.nz. being the first

site to go live on this functionality.

Significance

Retail is a highly competitive sector and we continue to see evidence of

retail disruption every day. If our customers cannot buy what they are

looking for in our stores or on our sites and apps, they have a number

of other places they can turn to instead. Our nationwide network is the

critical link between what we offer and what our customers choose to

spend their money on. If we fail to understand what our customers want

Transacted directly

with exporters through

our offshore offices.

(FY20: 71.5%)

and how they prefer to buy and receive purchases, we are compromising

their willingness to come back to us. Our network enables our customers

to get the right product in the right place at the right time, at a

competitive cost and in a way that serves our customers’ needs best.

Materiality

The impacts of COVID-19 and the corresponding acceleration of

eCommerce have changed consumer expectations in regard to their

shopping experiences and fulfilment expectations. While physical store

shopping remains a significant consumer activity, online shopping

continues to grow, which puts increased expectations on our supply chain

and fulfilment capabilities while inviting greater competition from a broader

range of general and specialist retailers, both here and overseas. This

represents a considerable and ongoing material risk to our business and

one we intend to combat by investing actively in our supply chain, data

optimisation, improved digital capabilities, and refreshed stores that our

customers enjoy shopping in. In acknowledgement of the future need to

repurpose or reformat our physical store network, the Group has prioritised

flexibility in our store lease profile over tenure. Transport is outsourced to

partners except for our in-home delivery and installation teams.

Future focus areas

Build a world-class omni-channel

• Continue rolling out SWAS

• Invest in store improvements and customer experience upgrades

• Launch a Group-wide booking solution for delivery, in-home consultation

and services.

Supply chain

• Achieve real-time inventory accuracy and online “available to sell",

positively impacting online performance, trade and customer satisfaction

• Upgrade fulfilment and distribution centres to support further automation

and capacity

• Deploy an Order Management System (OMS) to further automate online

fulfilment and enhance customer experience.

Enterprise systems, processes and data

• ERP systems build and deploy phases – finance in April 2022 and

inventory in September 2022

• WMS North Island Distribution Centre go-live in April 2022

• Optimise inventory and location tools for the North Island

Distribution Centre.

of international

purchases

88.0%

Store

distribution

cost to serve

decreased

0.6%

Customer

fulfilment

cost to serve

decreased

36.2%

Improved delivery to stores

delivered in full on time (DIFOT)

(FY20: 97.5%) and vs our target

of 98.0%


98.0%

(FY20:

increased 8.9%)

Delivery only

34
The Warehouse Group

35
Integrated Annual Report 2021

Our people, our customers,

our communities and our

environment are at the

heart of our business

36
The Warehouse Group

Our Customers

Our expertise in understanding our customers allows us to keep

them at the centre of all that we do.

Our expertise and understanding of our customers is focused on three

key areas:

• Stock and product management to meet customers’ needs and wants

• Making our shopping experiences easy and seamless, both in-store

and online

• Delivering rewarding and engaging customer experiences.

Stock and product management to meet customers’ needs and wants

The customer is at the centre of every successful business, and through

product and services, retail must meet customers needs and wants. Our

transition to an agile way of working means our business is now organised

as cross-functional tribes that focus on solving specific customer needs

such as ‘helping everyone to look their best’, ‘creating happy and healthy

homes’, ‘raising good kids’, and ‘using technology to enrich our lives’. Our

expertise combines our skills across product and customer management

to increase value. We continue to use data-driven insights to improve

customer experiences and we align these insights with our design cues and

market trends for product range and assortment planning.

We continue to improve our processes for assortment decisions which

enables us to determine what and how much should be carried in a

merchandise category. We are using data to identify the optimum range

width, or Stock Keeping Unit (SKUs) affordability. We continue to see

the reduction of SKUs across the business, ending the year with 18.5%

less SKUs in The Warehouse and 12.6% less SKUs in Warehouse Stationery

when compared to the same period in the previous year. We are also

reducing product churn as we continue to favour ‘beautiful basic’

continuity ranging, delivering value through improved quality and

everyday low prices. Our stockturn has improved from 4.4 times in

FY20 to 5.3 times in FY21.

1


We have maintained our price optimisation work using data to select

and manage price points. Price perceptor products are products that

customers innately know the price of and are key to delivering customer

value and we are making good progress delivering more baskets with these

items. Our forecast accuracy is steadily improving, enabling us to reduce

end of season markdown and achieve better margin.

Mastering the sell-through curve is about finding the right balance of

ongoing and seasonal stock and lowering our weighted average cost of

aged inventory. Last year we recognised the need to standardise, automate

and document our demand management processes. We are making good

progress on assortment and range planning, and we are striving to ensure

all categories use our range planning tool which links to our demand

forecasting, planning and sourcing systems. These processes are still

relatively manual but will be better supported by the implementation of

automated Enterprise Resource Planning (ERP) systems for finance and

inventory scheduled for implementation in FY22.

Stock and

product

management

OUROUR CUSTOMERS

Average stock turn 5.3

times (FY20: 4.4 times)

Stock Keeping Unit (SKU) reduction

Aged inventory as a

percentage of finished goods

inventory 16.1% (FY20: 28.1%)

The

Warehouse

➜➜

Our Everyday Low Price (EDLP) positioning in our largest brand,

The Warehouse, requires accurate forecasting and price optimisation.

Improvements in these two disciplines, combined with an overall SKU

reduction and a move into more continuity ranges, have helped reduce

end of season markdown and better meet customer demand. We have also

reduced our aged inventory

2

as a percentage of finished goods inventory

across the Group, from 28.1% in FY20 to 16.1% in FY21.

The Group also serves a growing set of businesses, ranging from small-

to-medium enterprises to much larger commercial and government

organisations. Through our Business team, our commercial and

government partners have been able to tap into the full breadth of the

Group’s products and services.

Making our instore and online shopping experiences easy

and seamless

We continue to enhance customer shopping experiences instore

and online – developing instore concepts and layouts and refining

online offerings to meet customer needs as well as tailoring customer

experiences to the way they shop.

The Ormiston Town Centre development has proven a huge success

for our cornerstone brands, with the new The Warehouse, Warehouse

Stationery (SWAS) and Noel Leeming stores showcasing our latest store

layouts, technology and customer experience offerings.

One of our biggest customer-facing digital initiatives this year was the

launch of our new mobile-first Group eCommerce platform in March

2021, after completing the transition of The Warehouse website and

mobile app. Noel Leeming will become our second brand to migrate

later this year. Our new mobile-first platform provides tight interactions

with our customer ecosystem across our product, marketing, fulfilment

and customer service systems. Noel Leeming grew its one-hour Click &

Collect offering to increase Click & Collect sales to 61.8% of online sales.

We also launched same-day Click & Collect in The Warehouse in time

for Christmas 2020. Click & Collect sales for the Group increased 21.1%,

representing 40.4% of total online sales (excluding TheMarket.com).

3


TheMarket.com continues to grow ahead of plan, with over 2.5 million

available products from more than 5,300 of the world’s most desirable

local and international brands. The range covers major lifestyle

categories including fashion, home and living, health and beauty,

electronics, sports and outdoors, DIY and garden, pet, entertainment,

food and pantry.

Following an exceptionally strong online sales result in FY20, online sales

for the Group, including TheMarket.com, increased 5.0% to $393.1m

(FY20: $374.5m), and now account for 11.5% of total Group sales. When

compared to FY19, a more comparable year due to COVID-19, online

sales were up 68.8%. Online traffic for the Group increased 15.2% (FY20:

30.1%) while online conversion for the Group (excluding TheMarket.com)

Warehouse

Stationery

5.3 x

16.1%

12.6%

18.5%

37
Integrated Annual Report 2021

increased 0.5% (FY20: 1.8%) driven by an 11.4% increase in Torpedo7

and 6.2% increase in The Warehouse following the launch of the new

Warehouse online platform.

In order to make customer online payments seamless and easy, we

also integrated our relationship with ZIP, Finance Now, Visa, and Gem

(interest free) to provide a wide range of customer payment solutions

on the go, through our websites and on our mobile apps.

Delivering a rewarding and engaging customer experience

We interact with 2 million customers instore and 3 million customers

online each week. We remain dedicated to making shopping with The

Warehouse Group family of brands as convenient as possible for our

customers. Value for money is a priority for The Warehouse customer.

We worked closely with our suppliers to improve the quality and

sustainability attributes of our products, as well as communicating both

the value and the sustainable features of our products through our

Sustainable & Affordable campaign.

Customers continue to give us great feedback on our store experiences,

and we are pleased that the weighted average net promoter score

(NPS) increased by +7.5 points for the Group in the last month of the

year to 76.6

4

. We also implemented NPS for TheMarket.com, with an

average score for the year of 55.1 for customer orders.

5


We have been able to grow margin without eroding our value

perception as a result of our price optimisation programme. While

the Group’s sales grew significantly during the year, and at stronger

margins across the board, the New Zealand market experienced

significant growth in categories the Group doesn’t fully participate in,

including restaurants (+23.7%), home building supplies (+16.3%), and

health goods and services (+16.0%). As a result of this uneven growth

across the market, the Group’s market share declined -0.2 points to

6.0% of total retail sales (including grocery and food).

6

Our mobile apps for The Warehouse, Noel Leeming, and TheMarket.com

continue to be loved by New Zealanders, with all three ending the year

among the top 10 shopping apps based on iOS and Google Play app

store rankings in New Zealand. The Warehouse app continues to gain

additional customer momentum and usage with app sales growth of 8.7%,

now accounting for 34.1% of total online sales.

We now have strong ecosystem foundations in place with an established

physical footprint and market-leading digital assets. We have initiated

a unified Group loyalty programme – Market Club and Market Club+

which is starting to rollout with TheMarket.com and The Warehouse

this calendar year. By consolidating nearly four million unique

customer records across our existing loyalty programmes into a single

programme, we will be able to deliver more engaging experiences for our

customers and suppliers, powered by strong insights and a data-driven

understanding of our customers’ needs, wants and shopping preferences.

Average basket value ("basket") for the total Group increased during the

year, with average in-store basket increasing 4.8% and average online

basket increasing 3.3%. These gains were driven by the average in-store

basket growing 10.7% in Noel Leeming and 5.5% in The Warehouse, and

average online basket growing 11.3% in Warehouse Stationery and 10.1%

in Torpedo7.

Significance

Retail is an unforgiving sector, and customers will only choose us first

if shopping with us is easier and more convenient than shopping with

anyone else. If customers cannot buy what they are looking for, they

have other places they can turn to. If we fail to understand what our

customers want and how they prefer to buy and receive purchases,

we are compromising their willingness to come back to us.

Materiality

Online commerce has changed customer expectations about their

shopping experiences. While physical store shopping is still a significant

consumer activity, online shopping continues to grow. That means we

face greater competition from a broader range of general and specialist

retailers both here and overseas. This represents a considerable and

ongoing material risk to our business and one we intend to combat by

investing actively in our supply chain co-ordination, data optimisation

around each customer, improved digital capabilities and attractive stores

that our customers enjoy shopping in. In acknowledgement of the future

need to repurpose or reformat our physical store network, the Group has

prioritised flexibility in our store lease profile over tenure.

Future focus areas

• Launch Market Club and Market Club+ Group-wide loyalty to enhance

customer convenience, make them feel valued, and drive brand love

• Be the first choice for customers

• Provide reliable and flexible fulfilment experiences that exceed

customer expectations

• Reinforce value leadership in The Warehouse.

1, Stock turn has been calculated in FY21, and restated in FY20, based on average inventory per

month which is more aligned to internal management and Board reporting (FY20 was based

on the average of opening and closing year-end)

2. Aged inventory is stock in store held for more than 26 weeks

3. Source: TWG eCommerce and Insights

4. Source: Qualtrics and TWG Insights

5. Source: TheMarket.com

6. Source: Datamine

7. Source: TWG Brand Tracker

Customer

Experience

Shopping

experience


Weighted average

Net Promoter Score

The Warehouse

"good value for

money" perception

vs key competes,

and continues to

lead our competitive

set on this metric

40.4% of online sales across

omni-channel brands


(FY20: 39.4%)

Available products now

feature on TheMarket.com


from 5,300 brands

Click & Collect

sales grew

Total online sales,

increased to $393.1m,

11.5% of total Group sales.

Mobile apps for

The Warehouse,

Noel Leeming, and

TheMarket.com

were all Top 10

shopping apps in

New Zealand

2.5

million

82.0%

7

+7.5 points

Increased

to 76.6

21.1%

38
The Warehouse Group

Our Relationships

We want to build strong relationships with our communities and

our stakeholders to deliver sustainable value and positive change.

In addition to our customers and our team members, we have valuable

stakeholder relationships with:

• Our community and government partners

• Our suppliers

• Our investors.

Our community and government partners

The Group has been supporting New Zealand communities since the first

The Warehouse store opened in 1982. Guided by our purpose of helping

Kiwis live better every day and having a charitable foundation as our

second largest shareholder, we have been able to continue to support our

communities this year.

The Warehouse Group’s community programmes focus on key issues that

affect the wellbeing of New Zealanders, including period equity, family

violence, and child poverty. By mobilising our charity partnerships, our team

members and customers, we help to achieve a better outcome for Aotearoa

New Zealand. Some of the key charity partnerships with which we work

include Women’s Refuge, Variety – the Children’s Charity, The Salvation

Army and The Period Place.

We raised $4.3 million for New Zealand charities and communities in FY21,

bringing the total raised to $75.5 million since 1982. In addition to the charity

partnerships mentioned above, the key instore fundraising campaigns in

FY21 included Be the Joy, Back to School, Period Equity, Healthy Homes and

Toys for Good initiatives.

We were particularly proud of our efforts to promote period equity. We

hosted numerous Members of Parliament from various political parties in

our stores to build understanding of our work to address period inequity.

Initiatives included expanding an instore donation initiative across 26

The Warehouse stores, enabling customers to donate period products which

are distributed to people in need via local community groups. We are now

providing free period products in all our team bathrooms – across all brands,

support offices and distribution centres.

We are also proud of our individual stores which work closely with local

community groups. For example, The Warehouse Whakatāne provided

300 lunchboxes to Tāneatua School to assist them with their participation

in the Healthy Lunches programme and sponsored The Kindness Cup

through The Kindness Collective in multiple schools around New Zealand.

The Warehouse Porirua provided thermals and warm essentials to the

volunteers caring for the stranded orca, Toa, and The Warehouse Snells Beach

donated warm essentials to Middlemore Foundation for children in need.

The Warehouse Group interacted with relevant government ministries,

ministers, and officials on issues such as COVID-19, climate change, the

future of work, regional community needs, access to period products and

ongoing efforts around tackling family violence.

For example, we met with the Minister for Sexual and Family Violence to

OUROUR

RELATIONSHIPS

discuss our updated and enhanced family violence policy, our work in this

area, and how we could provide further support to our team members

and the public in general.

We actively engaged with Government on issues pertaining to

climate action which included our submission to the Climate Change

Commission on its draft advice to government for the first three

emissions budgets through to 2035. We also engaged with government

through our contribution to the industry-led low carbon freight pathway

report, and to product waste stewardship regulation via the roll out of our

e-waste recycling initiative in partnership with TechCollect NZ. This pilot

programme will help inform the best options for an ongoing regulated

e-waste product stewardship system in New Zealand.

During the year we participated in the Government’s “make summer

unstoppable” campaign to support the Government's COVID-19

promotion of the use of QR code scanning to enable COVID-19 tracking.

We also liaised with the Ministry of Health about supporting the COVID-19

vaccination programme, becoming part of the COVID-19 workplace

vaccination pilot alongside three other large New Zealand companies.

The Warehouse Group’s Gateway programmes, including The Warehouse

Red Shirts in Schools, Warehouse Stationery's Blue Shirts in Schools and

Noel Leeming's Discovering Passionate Experts, reached 856 student

enrolments in FY21. These numbers are slightly lower than FY20 due to

the continuing effects of COVID-19 lockdowns. During FY22 the Group

plans to extend Gateway programmes to our Torpedo7 Bike Hubs. This

will further extend opportunities for students to experience working in a

wide range of retail settings and help address New Zealand’s current bike

building skill shortage.

The Group has maintained its role as a key partner in the IBM Pathways

in Technology (P-TECH) programme. P-TECH NZ was established in 2019

and is a five-year programme where students complete high school, and

earn an advanced diploma in digital technology with engaged mentoring,

ready to begin a career by the time they graduate from the programme.

The P-TECH programme directly addresses some of the recommendations

of the NZTech ‘Digital Skills for our Digital Future’ (January 2021) report

by building the digital skills pipeline and supporting students’ transition

to work. The report’s foreword states: “We must also do more to foster

greater inclusion of different groups within the tech sector – in particular

Māori, Pasifika and women - to ensure that the opportunities available

for business enterprise and career development can be realised by all.”

P-TECH specifically targets these three population groups.

We continued to work with Massey University to shape and design the

retail element of the Massey University Bachelor of Retail and Business

Management degree.

In 2021, the Industry Establishment Board set up the Services Workforce

Development Council, on which The Warehouse Group has a representative.

We endeavour to use our membership to promote retail as a career as well

Community

Fundraised for New Zealand

charities and communities in

FY21. $75.5m since 1982.

Promote Period Equity

in The Warehouse Group’s

Gateway programmes

50%50%

++

Donation initiatives across

26 The Warehouse stores

enabling customers to donate

period products

$4.3m

• The Warehouse's Red Shirts

in Schools

• Warehouse Stationery's

Blue Shirts in Schools

• Noel Leeming's Discovering

Passionate Experts

856856

student

enrolments

39
Integrated Annual Report 2021

as our continued partnerships with Retail NZ and various Industry Training

Organisations (ITOs), such as ServiceIQ, in order to build a sustainable

vocational retail education system in New Zealand.

In FY21, The Warehouse Group distributed $13.3m to The Tindall Foundation

in the form of dividends, in line with the Foundation’s 21.3% shareholding.

The Tindall Foundation is a private philanthropic family foundation,

independent of The Warehouse Group, set up by Group founder Sir Stephen

Tindall and his wife Lady Margaret Tindall. Working to build a stronger,

sustainable Aotearoa New Zealand, the Foundation supports up to 700

organisations a year and has donated over $200m since 1995 to help

families, communities and the environment to thrive now and in the future.

Beyond monetary donations, the Foundation also provides support, skills,

connections and communication that help organisations and communities

to achieve their goals.

Our suppliers

In 2021 we have focused on strengthening our partnerships with our

overseas suppliers with the introduction of a balanced vendor scorecard

that guides our annual reviews. These reviews allow us to support our

vendors in improving their ethical, quality, sustainability and commercial

outcomes they deliver to our business. A large part of our business awarding

criteria is based on our vendor scorecard, thereby incentivising continual

improvement. COVID-19 lockdowns in many regions and worldwide shipping

disruptions have affected our suppliers. Our in-country teams have stayed

close to these issues and worked through them with our vendors to ensure

we prioritise key stock for our customers.

During the year, we extended our ethical sourcing programme by placing

more emphasis on supplier development and training and implementing a

supplier balanced scorecard, while continuing our regular factory auditing

and monitoring activity.

Ethical sourcing

There are explicit requirements for suppliers providing merchandise

carrying a brand or private label owned by The Warehouse Group. These

include the ongoing disclosure of the identity and location of all primary

and secondary manufacturing sites associated with each purchase order,

the qualification of these sites (in reference to this policy) as a pre-

condition of order placement, and the acceptance of ongoing monitoring

and continuous improvement as a condition of business.

In FY21, The Warehouse’s private label products were sourced from around

500 factories

1

primarily located in China, Bangladesh, India, Vietnam,

Malaysia, and Pakistan, involving about 246,000 workers. 172 new factories

(70% of applicants) qualified to enter our supply chain via our oversight of

third-party Labour and Environmental Audits.

Our programme at Tier 1

2

supplier level is relatively mature – we can now

trace and qualify almost 100% (500 suppliers) of these sources.

Building on this, we have a new ambition. Starting with textile, wood, and

paper products we aim to extend our existing ethical sourcing work into

Tier 2

3

of these supply chains. By 2025 we aim to trace and qualify the Tier

2 sources for the most valuable 50% of our Tier 1 textile, wood, and paper

suppliers. This is an ambitious goal as we do not have direct relationships

with suppliers at Tier 2 and the number of factories proliferate at this level

of the supply chain.

In 2016, we committed to only stocking products containing palm oil from

certified sustainable sources, reinforcing the Group's commitment to the

environment and making it easier for our customers to be more sustainable.

Comprehensive disclosures and factory lists pertaining to our ethical

sourcing programme can be found in our Ethical Sourcing Report on

our website.

Our investors

Through our relationships with investors, we aim to enhance shareholder

engagement and provide continuous disclosure on company

performance and strategy and investments, with the objective of building

shareholder value and delivering consistent and sustainable total

shareholder returns.

In our investor reporting, we continue to embrace Integrated Reporting

to improve the quality and relevance of information provided to key

stakeholders, including providers of financial capital. Using the principles

of integrated thinking in decision-making helps our business recognise

the different aspects of value that are important in a way that is

understandable and consistent across the Group. This year we have

expanded our Integrated Reporting to include the Global Reporting

Initiatives (GRI) reporting framework. In accordance with this framework,

we have assessed material economic, environmental and social matters

relevant to the Group and have used this framework to report on our

initiatives and our positive and negative impacts in these identified

material areas.

Our next step in investor reporting will be adopting the Task Force on

Climate Related Financial Disclosures (TCFD) framework, and we continue

to monitor developments from the New Zealand External Reporting Board

with a view to reporting under TCFD by the 2024 financial year.

We build open relationships with our investors through various initiatives,

including investor days. In May we held our first investor day in four years

which provided an opportunity to review the Group's transformation over

the last four years and current strategy.

We welcome communication with the New Zealand Shareholders’

Association, transparent discussions with our shareholders at our Annual

Shareholders’ Meeting and the Chair of the Board has held a number of

meetings during the year with shareholders on key governance issues.

Significance

Our size and scale mean we continue to play a role in New Zealand

communities – nationally at a Group level and locally through our stores.

We take this role seriously and work across many stakeholder groups

to share our voice and work towards positive impacts. Do Good means

standing up for our people, our planet and our communities, and we have

the opportunity to drive positive change through our ethical sourcing

initiatives by working with suppliers who share the same values.

Materiality

Given the broad coverage of The Warehouse Group’s stakeholders,

we have not attempted to define or explain materiality to our relationships.

Future focus areas

• Continue to work within our communities and with key stakeholders to

deliver a positive impact for the communities we serve

• Partner with suppliers who can help us build our ranges faster, smarter

and with more sustainable options

• Drive product development and design through strategic relationships

with our suppliers and take the ethical and responsible sourcing actions

that our customers now expect

• Grow our culture and organisational performance under an agile working

environment to prepare for future developments.

1. Factories with orders over US$50,000 in FY21.

2. Tier 1 supplier means supplier of textile, wood and paper products to TWL and WSL being the

final manufacture site where our products are made.

3. Tier 2 supplier means a site that manufactures componentry and processed material inputs

such as fabric, buttons and zips, as ordered by sales volume, present in a finished product

that is manufactured by a Tier 1 supplier.

Supplier

insights

in-person, on site or group and

virtual supplier training sessions

FY21 Progress:

Established a register

of Tier 2 apparel

sources.

128128

on various labour

and environmental

management topics

1,74 4

Suppliers completed

e-learning lessons

By 31 July 2025, achieve

traceability of all Tier 2

3

Sources for at least 50%

of Tier 1

2

Textile Wood &

Paper Suppliers

40
The Warehouse Group

Our People

Create a dynamic purpose-driven organisation that is the best

place to work, with a high-performance, agile culture focused on

the health, safety and wellbeing of our people.

Our initiatives for our people focus on three commitments:

• Be the best place to work

• Build a strong and effective high-performance and agile culture that

gets everyone home healthy and safe at the end of their day

• Preparing our people for the future of work.

Be the best place to work

In 2021, as part of our commitment to be the best place to work we

launched initiatives to accelerate the development of our people,

speed up innovation, expand capabilities, increase productivity,

improve the attraction and retention of key talent, and boost real time

reskilling/upskilling.

These initiatives included launching a new digital onboarding

programme across all our brands for Store Support Office (SSO) roles

and we are now refreshing our store onboarding programme.

For our SSO teams we developed agile contribution models for our

key functional areas to define future career development and ensure

gender pay equity. These contribution models will be supported

by agile craft academies we are currently developing. We also

embedded performance and remuneration models which align with the

contribution model. In addition, we launched a new performance and

development process for our SSO team members and are launching

new performance and development processes throughout our stores.

We have made significant progress this year in creating learning

pathways for all team members to embed streamlined skills development

that can be easily transferred between our brands. These include an

agile learning pathway to help our team members’ transition to our new

ways of working.

We implemented an open online learning platform provided by Udemy

for Business. This offers over 6,000 digital courses and is available to our

SSO team members, Store Leads, Distribution Centre (DC) Leads, and

staff in our overseas offices. We also had 34 team members participate

in our Toastmasters International Programme which aims to improve

confidence, communication, public speaking and leadership skills.

OUR

PEOPLE

Our Store Leadership Programmes launched last year develop our

existing and emerging store leaders and prepare them for tomorrow.

Our Group-wide, multi-brand, online Store Learning Pathways

streamline learning to ensure the transferability of skills and retail

fundamentals including Onboarding (Group and brand specific),

Retail 101, Retail Speciality, Customer and Product, Self-development,

Managing your Store, and People Leadership.

Our NZ Future Skills Fund (NZFSF) is offered to all exiting team

members to enable them to study any programme of work in which

they would like to upskill to make them more employable in the

future, providing training and reskilling after leaving the Group.

Transition assistance programmes are provided to facilitate continued

employability and the management of careers for team members whose

positions have ended due to retirement or termination of employment.

During the year we communicated our Group anti-corruption policies

and procedures to the executive leadership team (ELS) and all our SSO

team members, making up 11% of our total employees. We also rolled out

employee anti-corruption training programmes for the ELS and all our

SSO team members, including privacy, consumer protection and unfair

business conduct, fraud awareness, anti-bribery and corruption, insider

trading and other related topics.

A total of 156,000 hours has been spent on training our team members

during FY21. This equates to approximately 11.7 hours training per

person per year and covers a range of programmes that upgrade our

current team members as well as transition assistance programmes.

Due to improvements in our onboarding process, we have reduced the

numbers of average days to fill roles to 37 days in FY21, compared to

41 days in FY20 and against our target of 60 days.

We are proud of our retail wage commitment - entitling employees

at The Warehouse, Warehouse Stationery and Noel Leeming with at

least a year’s worth of service to receive a minimum of $21.15 an hour,

compared to New Zealand’s minimum wage of $20.00. All our store

staff are entitled to the same retail wage commitment, regardless of

gender. At present 15% of our employees/contractors are covered by

collective agreements.

Supporting our people during times of need is very important to

Be the best

place to work

Employee

Net Promoter

Score (eNPS)

(Aug 2021)


Female

senior leaders

(44.4% of senior

leadership roles)


Gender

pay equity

FY20: +11 (Aug 2020)

FY20: 27 (39% of senior

leadership roles)

FY20: 88.0%

Against our target

of 40 by 2025

Against our target of women

in senior leadership roles of

50% by 2025


Against our target

of 100% gender pay

equity by 2022

➜➜➜

+

17

3289.0

%

41
Integrated Annual Report 2021

us – and looking after our teams has been a top priority during the

challenging external events of the past year. In addition to COVID-19

uncertainty and alert level changes, we also looked after our teams

following a tornado, floods and a tsunami alert. We paid our teams in

full during these times even if our stores were closed and provided the

support and time our people needed to deal with these events. Store

team engagement scores rose during the year, even though there were

some roster changes that came into effect in the first quarter.

We are focused on increasing our diversity and inclusion practices

and reducing unconscious bias to gender, culture, age, and sexual

orientation. We are proud to have maintained the Rainbow Tick and

held several fantastic LGTBQI (lesbian, gay, transgender, bisexual,

queer and intersexed) events in Auckland and Wellington which were

well attended. We continue to work on gender equality and during

the year invested over $1m to close the gender pay gap at our store

support offices. We also had 182 team members participate in our Lean

in Circles programme which aims to counteract gender bias, navigate

gender dynamics, provide leadership development for women and

work towards gender equality.

During the year we expanded our work to support team members

who may be impacted by family violence. We extended our policy to

allow for 15 days’ leave and three nights’ free accommodation. We also

implemented a new online training module to raise awareness of family

violence to all our team members.

We are proud to celebrate the various cultures across our offices, stores

and distribution centres and set up a dedicated Māori culture group

which provides insight and helps us to develop a more comprehensive

Māori strategy. Our Te Kaa training programme for senior leaders

provides foundational knowledge about Māori culture and how to

consider Māori culture within the decision-making process.

In FY21, we began running Māori cultural workshops where team

members who identify as Māori come together to help us understand

what they would like to see the Group be involved in or develop as a

business. The outcomes of these initiatives will form the foundation

of our Māori cultural strategy which we plan to implement in FY22.

We celebrated Matariki as a time to set new goals, connect with

whānau and share kai. As a proudly Aotearoa New Zealand business,

we wanted to help our team members and their whānau celebrate a

uniquely Kiwi time of year.

By celebrating Māori Language Week, we promote the use of Te Reo.

To support this, we plan to provide Te Reo learning for our team

members in the coming year.

A future focus for us is neurodiversity. This year we raised awareness

of autism and started partnerships with not-for-profit organisations

to work together to understand how we can support our neurodiverse

team members. This will involve how we can provide better learning for

our neurodiverse team members as well as show all team members how

critical neurodiversity is in order to help us be more innovative.

In order to promote The Group employment awareness and

attractiveness, we are focusing on four key pillars - our people, our

community, our planet and our business. We have run a successful

technology and digital talent attraction campaign which showed above

market average results, we are running a social media attraction campaign

for Seasonal Peak, and we have a large focus in FY22 on talent, both for

attraction of new talent, as well as for internal career development.

Health and safety

We are committed to maintaining a robust, effective health and safety

culture that supports a workplace where everyone gets home safely at

the end of their day. It is the Group’s objective to continually promote

improvements in its health, safety and wellbeing (HSW) systems,

practices, and processes that nurtures a culture that welcomes

constructive stakeholder feedback and input towards developing and

implementing HSW workplace best practices.

We have a structured approach to consulting, reporting and

talking about HSW at all levels of the organisation from the Board

HSW Committee to Store Safety Huddles. Thorough stakeholder

consultation at all levels of the organisation is key to achieving the

Group’s objectives through the sharing of lead and lag performance

data to ensure teams and individuals have the necessary

understanding to make informed decisions.

Critical Risk Management

An essential part of the Group’s annual HSW plan is the critical risk

programme which addresses eight identified high risk activities within

the network that have the potential to result in an individual sustaining

either a life altering injury or a fatality. While all health and safety risks

are actively addressed, violent and aggressive behaviour and traffic

management have been assessed as the two most significant risks given

the potential for an event to occur, and the resulting consequences.

Better training and equipment for our loss prevention officers,

including Situational Incident Management (SIM) training saw serious

violent and aggressive behaviour incidents towards our team members

reduce by 47.3%, although the number of incidents involving abuse

continues to rise which is in line with the experience of all key retailers

in New Zealand. We met with the Police Commissioner in relation to

violent and aggressive behaviour to discuss the ways we can work

together to help keep both our customers and our team safe.

Every site has been assessed for an up-to-date traffic management

plan, and an online traffic management training programme has been

delivered to every operational site's team member. These actions have

reduced the number of these events year-on-year by 60%.

Our health and safety performance this year has seen our Severity 1

events associated with our critical risks decrease by 45.7% (95 events

in FY21 compared to 175 in FY20) while seeing an increase in Total

Recordable Injuries for the year of 9.4% (524 injuries in FY21 compared to

479 in FY20). Total Recordable Injury Frequency Rate (TRIFR) was 37.2

per million hours worked in FY21, an increase from 30.6 per million hours

worked in FY20.

Safety Assurance Reviews

This year we further embedded our internal safety assurance

reviews across our store network, with 152 stores being reviewed.

These reviews ensure our stores have in place the necessary legal

requirements, ACC accredited employer requirements and store level

critical risk controls. This programme of work provides the Board and

ELS with assurance that the underlying HSW processes are effectively

keeping team members, contractors and members of the public safe.

After a successful roll out to stores, we will expand the process to

include our logistics network in FY22.

Health and

Safety

Severity 1

frequency

rate reduced

Same-day

injury reporting

Incidents closed

within 10 Days

FY21: 9.3

(per million hours worked)

FY20: 14.2

(per million hours worked)

FY20: 92%


FY20: 89%

Against a reduction target of 15.0%

Against our target

of 96% by FY25

Against our target

of 96% by FY25


➜➜


34.5%89.9%94.3%

42
The Warehouse Group

Wellbeing

We have continued to support our team members through the

uncertainty of the COVID-19 pandemic with extra access to team

member support such as counselling, online support programmes and

information. Through our participation in the Government COVID-19

workplace vaccination pilot, we also offered all our employees access

to COVID-19 vaccinations at their workplace.

This year we rolled out our employee “five ways to health and wellbeing”

programme and initiatives - connect, give, take notice, keep learning, be

active. This included activities such as mindfulness, yoga sessions, and

other current wellbeing programmes, outlets and thought ideas to help

and promote our people’s health and wellbeing.

In the year ahead we are beginning a partnership with a new employee

assistance programme and wellbeing provider which will give team

members the opportunity to seek support and help through an online

portal that includes an online chat function with support services, as

well as phone and face to face support if necessary and a range of self-

help options.

Future of work

Our third commitment addresses the future of work - building our skills

pipeline, workforce planning and introducing continuous learning and

future-ready learning experiences. In addition to our Udemy digital

learning course platform, we have established a $2m annual external

learning fund to develop our team members, with a commitment to

increase to $5m annually by 2025. This funding is designed for team

members wanting to upskill or reskill through a short course that is not

offered internally.

For those wanting to build their retail career with more intensive

professional study in a chosen field, we have launched a Group

scholarship programme, with five scholarships awarded to team

members so far. We also partner with Massey University to offer specific

retail scholarships, in which 18 team members are currently enrolled.

Our partnership with ServiceIQ provides team members with NZQA

recognised qualifications, through which 17 store team members

completed the New Zealand Certificate in Retail Level 3 during FY21.

Significance

Our team members are at the core of our organisation’s success. We

believe that by enabling them to thrive in this fast-paced environment

and preparing them for the future workplace we will lift employee

engagement and achieve sustainable business performance.

Future of work

Of the TWG Gateway

pathways to employment

programme in FY21

In employee learning fund


for training and career

development in FY21

336

graduates

$2m

INVESTED

To do this, it is critical we focus on our people’s wellbeing and everyday

experience at work, adopt agile ways of working to empower our people

and put our customers first, as well as invest in digital solutions to

leverage people data and insights. We are also prioritising attracting

top talent, upskilling and reskilling our people to build the skills of the

future and shifting to a purpose-driven high-performance culture.

We continually develop and strengthen our relationships with industry

bodies and government to ensure we remain part of the conversations

helping to shape the future of work in New Zealand.

Materiality

True transformation requires a behavioural and mindset change and a

meaningful shift to a new way of working. Combined with the current

volatility, uncertainty, complexity and ambiguity of the world, the

amount of change within the Group has meant we needed to find a

more dynamic, constant and mobile engagement tool that enables

frequent surveying feedback as well as ensuring a heightened focus

on our team members’ wellbeing and safety.

In addition, rapidly changing technology, shifting demographics and

a growing concern for climate outcomes are shaping the future of

work. As customer expectations continue to evolve, we need to make

significant improvements to accelerate performance and attract future

talent. The next few years will see deliberate and ongoing change as we

embed agile ways of working and embrace future of work environments.

This is a long-term undertaking and the financial investment in

technology, accelerated learning experiences, talent development,

and health, safety and wellbeing will be critical to empower, equip and

enable our people to bring to life the purpose and vision of the Group.

Future focus areas

• Developing a talent-to-value approach that ensures we place our

best talent in our most critical roles and dynamically manage their

performance and development

• Develop a purpose-driven high-performance culture

• Be the best place to work to attract and retain critical talent for

tomorrow’s workforce

• Accelerate learning and development to build an adaptive and

future-ready workforce that can thrive in an agile and fast-paced

environment.

Our People

Employment brand

awareness of 82%

Employment brand

attractiveness of 35%

(FY20: 86%)

(FY20: 36%)

43
Integrated Annual Report 2021

44
The Warehouse Group

Financial Capital

Our initiatives focus on four commitments to ensure efficient

utilisation of financial capital to compete and enable growth:

• Financial resilience

• Total shareholder return

• Allocation of capital

• Access to capital

During the 2021 financial year, we have delivered on the key financial

capital focus areas we highlighted last year. We have embedded

financial processes across the business to enable agile ways of working.

We have established a Quarterly Business Review (QBR) process

providing transparency of strategic priorities to the wider group and

allocating resources to these priorities. The QBR process is informed

by an Annual Business Plan (ABP) which reflects near term strategic

priorities within our Five-Year Plan. We have continued to invest in the

development of our Enterprise Resource Planning (ERP) system and

have further developed our risk management framework.

Financial Resilience

For The Warehouse Group, financial resilience means maintaining

financial flexibility through strong capital management. In the last two

years this has been more important than ever. During the uncertainty

of COVID-19 and in times of Level 3 and 4 lockdowns when our stores

are unable to open and we have seen significant decreases in revenue,

we have maintained our ability to pay our people and keep the business

going due to our strong cash position, working capital and cash

preservation initiatives. We applied for and received the wage subsidy

in FY20 at the height of the uncertainty. As we rebuilt our financial

resources we were able to repay this subsidy during FY21.

Total Group Revenue was $3.4b in FY21, an increase of 7.6% on

FY20. Our brands have benefitted from a sustained period of strong

consumer spending with The Warehouse sales up 5.8% to $1,805m,

while Warehouse Stationery sales grew by 2.2% to $275m. Noel Leeming

and Torpedo7 both continued their stellar growth trajectory, with Noel

Leeming sales increasing 11.7% to $1,128m and Torpedo7 sales increasing

22.2% to $159m in FY21.

Continuing to improve gross profit margin has been a highlight of FY21.

Gross profit margin has improved from 32.6% to 36.4% and reflects a

range of pricing and inventory management initiatives that are being

embedded into the business.

Strong cash flows ensured we closed the FY21 financial year with cash

on hand and deposits of $160.5m compared to $168.1m at the end of

FY20. The Group revised its liquidity policy in response to last year’s

COVID-19 pandemic and now operates to a target liquidity range of

between $350m to $450m. Unutilised committed bank facilities of

$330m plus cash deposits of $160.5m provided liquidity of $490.5m

at year end.

FINANCIALFINANCIAL

CAPITAL

The strength of cash flows and cash position allowed the Group to

return to paying dividends during FY21. The Group paid a special

dividend of 5.0 cents per share (cps) in March 2021 and an interim

dividend of 13.0 cps in April 2021.

The Group’s largest term commitment is its leased property portfolio.

The Group maintains lease profile flexibility by having the majority of

store lease renewals within five years and the majority of lease final

expiry dates less than 10 years. Our store lease Weighted Average

Lease Term (WALT) until next term renewal date as at FY21 year end

was 3.9 years, compared to WALT of 4.3 years as at the end of FY20.

Total Shareholder Return

We strive to reward our shareholders with a consistently strong

return on investment. While FY20 saw a downturn in all domestic and

international financial markets due to COVID-19 uncertainty across

the world and all industries, confidence rebounded favourably in

FY21. Given the strong capital markets and our successful delivery

of strategic initiatives, we saw an increase in the Group’s share price

of 66.2% in FY21, compared with a decline of 9.6% in FY20. This is

benchmarked against an NZX50 capital index return of 5.0% in FY21,

compared to an index return of 5.4% in FY20.

The growth in share price, combined with the special and interim

dividends paid in FY21, has resulted in Annual Total Shareholder Return

(TSR) of 74.9% for FY21 year (FY20: TSR decrease of 6.1%).

As part of the FY21 strategy process, the Group has focused on Return

on Invested Capital (“ROIC”) as its preferred measure of business

performance. ROIC represents the return generated by the operating

assets of the business and, relative to Return on Funds Employed,

includes the value of Right of Use Assets which largely relate to

leased premises of physical stores, distribution centres and fulfilment

centres. Major drivers of ROIC are capital turns (asset efficiency) and

profit margin (profitability). The Group plans to use these drivers to

understand how key initiatives are driving ROIC improvement. The

Group is delivering shareholder value where ROIC is greater than its

cost of capital. In FY21 ROIC was 17.5% (FY20: 5.1%). This was driven by

Allocation of capital

20.8%

16.2%

5.7%

32.8%

24.5%

Core Systems$20.8m

Digital and

Customer

$17.7m

Store Renewals$13.7m

Supply Chain$4.9m

Other$27.9m

45
Integrated Annual Report 2021

a material increase in profit margin as evidenced in the strengthened

gross profit margins across the Group’s brands, as well as cost control

initiatives reducing cost of doing business as a percentage of sales.

The final dividend for the 2021 financial year of 17.5 cents per share,

bringing total dividends for the 2021 financial year to 35.5 cents

per share. The final dividend has been declared on the basis that

New Zealand is predominantly at Alert Level 2 or below from the end

of October 2021.

Allocation of Capital

As indicated previously, we are committed to investing in our supply

chain, our stores and our systems to enable the delivery of our strategy

and deliver growth across the Group.

Capital expenditure in FY21 was $85.0m, a significant increase from

$63.1m in FY20. While this is less than our guidance range of $100-

$120m, this is significantly higher than annual capital expenditure over

the past five years, as we invest in operational change and invest in

growth areas of the business. We are conscious that we spend capital

on the right initiatives and projects which will deliver on our strategic

priorities and drive shareholder value.

We continue to balance capital expenditure rigour with the need to

strategically move quickly.

The Group’s major investments in the year were developing our core

systems including ERP finance and inventory systems, Warehouse

Management System and cloud-based Master Data Management.

Significant investment was made in customer focused digital initiatives

including the Group eCommerce platform for our brand sites, and

further development of TheMarket.com.

Store renewals capital expenditure included the new The Warehouse,

Warehouse Stationery and Noel Leeming stores at Ormiston, the Noel

Leeming Silverdale expansion and the new Torpedo7 store in Napier.

In addition to Ormiston, seven further SWAS stores were opened during

the year including Masterton, Lyall Bay, Whanganui, Oamaru, Riccarton,

Te Awamutu and New Plymouth The Valley.

Capital expenditure increased as a percentage of depreciation from 108.4%

in FY20 to 153.9% in FY21 due to our commitment to increased investment

in our strategic priorities, growth of the business and platform development.

As we continue to invest in platform development and strategic growth

initiatives, we expect capital expenditure in FY22 to be in the range of

$115m to $135m and expect capital expenditure to remain at this level

for the coming years.

Access to capital

Our financial commitment is to maintain access to diverse capital

sources. The Group maintains three primary sources of capital -

operating cash flow, debt, and equity. Operating cash flow was $247.3m

in FY21 compared to $408.0m in FY20, the movement primarily due

to the Group’s increase to positive working capital as inventory levels

returned to more normal levels, and after accounting for the receipt and

repayment of the Government COVID-19 wage subsidy..

Available facilities as at year end included committed bank debt facilities

of $330m (undrawn at balance date). We intend to convert a number of

our bank facilities into Sustainability Linked Loans. We are committed to

our sustainability targets and putting Sustainability Linked Loans in place

provides further weight to this commitment.

During the year Foodstuffs sold down their 9% shareholding in the

Group. This sell down has substantially increased the Group’s free float

on the New Zealand Stock Exchange (NZX) to 30% and will improve

liquidity, which has been a barrier to some investors. The Warehouse

Group has been listed on the NZX for 26 years and is committed to

maintaining this as a viable source of capital. Our market capitalisation

was $1.2b at FY21 year end, increasing to $1.3b at the date of this report,

and it is our ambition to return to being included in the NZX50.

Significance

Financial capital enables the Group to execute on the various initiatives

we identify as important for the long-term sustainability of the Group

and development of its capital base (financial and non-financial). Our

strategy is focused on developing all six capitals within the business.

Therefore in some parts of our strategy we are investing in areas of the

business where goals are linked to non-financial measures but the ability

to develop, implement and achieve them is dependent on the financial

resources of the Group.

Growth in financial capital and financial results is not only a key focus of

the Group, but also an enabler of delivering results for the betterment of

all our stakeholders.

Materiality

'Do Good' is a value within the Group that displays our commitment

to our people and our planet and delivering great value to customers

with our products. To deliver on that commitment, the Group needs to

also have a robust financial capital base. We have focused on achieving

a strong balance sheet that provides capital headroom to weather

potential downturns and fund investment in value-enhancing initiatives

and strategies. Financial discipline is of utmost importance to us and is

core to making sure that we are here for good and for all New Zealanders.

Future focus areas

• Continue to develop planning and reporting processes that support

and enable agile ways of working and efficient allocation of all capital

• Diversity and tenor of bank facilities to support target liquidity

• Implement the financial component of the finance and inventory

ERP system

• Continue building risk management capability and maturity.

Financial capital

$160.5m

FY20: $168.1m

Compared with

target liquidity range

of $350m to $450m

FY20: decrease of 6.1%

Final Dividend 17.5cps

Total Dividend 35.5cps

Cash on hand

74.9%74.9%

Total

shareholder

return

$

490.5m

Liquidity at

year end

46
The Warehouse Group

Our Environment

In FY21 we have accelerated the deployment of sustainability

throughout our value chain and expanded our efforts to engage our

stakeholders on the risks and opportunities of sustainability leadership.

We continue to adapt our business to changing consumer behaviours

and government regulation which are impacting our business and the

retail industry at large. Our efforts continue to build on the programmes

we have established over the past few years. They represent our

founder’s legacy and manifest the Group’s purpose of helping Kiwis

live better every day.

As New Zealand’s largest general merchandise retailer with a footprint

that touches every Kiwi, we are harnessing our resources to drive

towards a low carbon, circular economy that benefits our business,

our people, our communities, and our planet.

Product sustainability

Improving the sustainability attributes in our products is a key focus

of our Sustainable & Affordable

1

platform. This means offering more

sustainably sourced products with certified ingredients, recyclable

or recycled content, and sustainable packaging options.

Our target is to have 50% of our private label

2

sales derived from

products with sustainable features and packaging by 2025. In FY21

we carried over 11,500 SKUs with a sustainable attribute, accounting

for $176 million in sales.

We have clear policies to guide our buyers and sourcing teams on the

design and procurement of products with enhanced sustainability

features and packaging, including step-by-step guidance on how to

substantiate claims and communicate these responsibly to customers.

We also have policies which address specific commodities that carry

known environmental or human rights hazards within the supply chain.

At present these include cotton sourcing, sustainable forest

management (paper and wood products), responsibly sourced cocoa

and palm oil, and a prohibition on certain microplastics and glitter. These

policies, our membership of initiatives like Better Cotton Initiative

3

(BCI)

and the Forest Stewardship Council, along with certifications such as

OEKO-TEX 100, and Rainforest Alliance, help extend our influence to the

origin of the supply chain and give our customers confidence that their

purchases are making a positive difference.

We sold over 8,400 apparel and home textile products sourced through

the Better Cotton Initiative (BCI). This represents around 65% of our

annual cotton consumption. BCI production methods are at the origin of

our cotton supply chain for many of our textile products such as towels,

sheeting, t-shirts, and denim.

In addition to seeking to improve the material characteristics of our

product ranges, the ethical audit and supplier screening each of

our private label factories must undergo includes a review of their

manufacturing practices from an environmental standpoint.

In these audits we review any external environmental accreditation such

as ISO 14001, or OEKO-TEX 100, review the factories’ environmental

management resources such as policies, environmental hazard registers,

and records associated with energy and water conservation. We also

physically assess the actions taken to monitor wastewater discharge,

control air pollutants, dispose of solid waste, enable recycling, and deal

with any hazardous wastes. Any environmental shortcomings identified

in the audit are remedied within the larger corrective action plan arising

from the audit. Factories’ environmental audit scores averaged 88% in

OUROUR

ENVIRONMENT

FY21, and no suppliers were identified as having any major environmental

non-conformances.

Waste minimisation

The Group's waste reduction ambitions address two key areas:

1. Targeting zero waste in our own operations by reducing unnecessary,

non-recyclable packaging, and minimising our operational waste

to landfill.

The main sources of Group operational waste include waste from

our distribution centres, our daily store operations, store renovation,

and daily operations in our Store Support Office. By working with our

national waste and recycling service providers, we diverted 77.9% of

our operational waste from landfills in FY21. Of the waste that was

sent to landfills, most went to locations that have recovery facilities

to reduce the negative climate impacts of landfill gas.

While New Zealand does not have commercial incineration facilities for

disposal of waste, many landfills have Landfill Gas Recovery Facilities

(LGRF) to capture the greenhouse gas generated from the breakdown

of organic matters. In FY21, 96.3% of landfill waste from The Warehouse

Group was sent to landfills with LGRF. In FY21, The Warehouse Group

disposed of 0.046 tonnes of hazardous waste.

We provide waste minimisation solutions throughout the value

chain. At our North Island Distribution Centres, we work directly

with a fibre recycler and a plastic wrap recycler, diverting more

than 1,300 tonnes of recyclable waste from landfills. At our stores,

we work with our national waste and recycling service providers

to supply comprehensive waste minimising solutions, including

comingle recycling, paper recycling, and cardboard recycling. At our

Store Support Office, we provide a wide variety of recycling services

to our team members.

This year, we are pleased to have become an Impact Partner of All

Heart New Zealand, a charity that helps corporates redirect and

repurpose unwanted and redundant items. Through this partnership,

we redirected or repurposed 88,012kg of redundant items from

landfills, and gave these items a new life within communities in need.

2. Expanding new post-consumer waste recycling solutions and playing

our part in creating a circular economy in New Zealand.

In FY21 we expanded our collaboration with industry partners to

introduce new waste diversion solutions for our customers. At Noel

Leeming, 16 stores are providing customers with e-waste recycling

solutions, a programme we launched with TechCollect NZ to provide

the Ministry for the Environment with insights that inform the design

of the upcoming mandatory scheme on product stewardship. In six

months, we have collected more than 33 tonnes of e-waste from

our customers, showing a robust demand for such solutions. In

addition, 29 The Warehouse stores offer soft plastic recycling and

three Auckland-based The Warehouse stores have launched a new

recycling programme with TerraCycle NZ to help our customers

recycle such items like razors and coffee capsules.

Climate action

In December 2020 we were awarded an A- score by the Carbon

Disclosure Project, putting us in the highest leadership category and

acknowledging that we are implementing current best practices in

the fight against climate change.

1, Sustainable & Affordable is The Warehouse’s guiding statement and branding device representing our aspiration to become one of New Zealand’s most sustainable companies while still

delivering great value to our customers.

2. Brands owned by The Warehouse Group sold in The Warehouse and Warehouse Stationery.

3. https://bettercotton.org/

47
Integrated Annual Report 2021

OUR TARGETS AND FY21 PROGRESS

Some progress

Significant

progress

In progressAchieved

Diverted 77.9% (10,202.6 tonnes) of operational waste from

landfills, an increase of 12.9% year on year.

2

FY20: 76.7% (9,040.2 tonnes)

• Collected and recycled 39.8 tonnes of soft plastics, equivalent

to 6.2 million plastic bags or wrappers

• 29 The Warehouse stores offer Soft Plastic Recycling Scheme

• 3 The Warehouse stores offer TerraCycle NZ recycling service

• 16 Noel Leeming stores offer e-waste recycling service

• All Noel Leeming stores offer RE:MOBILE mobile phone

recycling service

• Collected and recycled 33.2 tonnes of e-waste

• Collected and recycled 74.9 tonnes of expanded

polystyrene, whiteware and e-waste packaging

1. Brands owned by The Warehouse Group sold in The Warehouse and Warehouse Stationery.

2. Operational waste is calculated from an annual report of the Group’s waste processing from all our waste and recycling service providers and extracted relevant landfill and recycling data to calculate the

total annual waste and landfill waste data for the Group.

3. Scope 1 and 2 emissions increased compared to FY20 due to reduced operations as a result of 7 weeks of COVID-19 lockdown periods during the FY20 financial year.

4. Includes diesel 2,448,632 litres (93,562 GJ), jet fuel 63,865 litres (2,956 GJ), LPG 212,740 kg (5,646 GJ), petrol - premium 33,586 litres (1,188 GJ), and petrol - regular 28,108 litres (989 GJ).

5. Source data from certified TWG 2021 Carbonzero Emissions audit. Conversion factors applied from Ministry for the Environment “Measuring Emissions: A Guide for Organisations: 2020 Detailed Guide”.

6. Includes Diesel, LPG, Electricity, Petrol, Jet Kerosene energy consumption used within the organisation.

7. Includes Diesel, LPG, Electricity, Petrol, Jet Kerosene energy consumption used within the organisation compared to FY19 (FY20 as unusual due to reduced operations as a result of 7 weeks of COVID-19

lockdown periods during the FY20 financial year).

Product sustainability Our key initiatives to ensure sustainability of products, supply and ethical sourcing by 2025 are:

Climate Action Our key initiatives to achieve our 2025 carbon emissions reduction targets are:

Waste Minimisation Our key initiatives to achieve our 2025 waste minimisation targets are:

Target

Target

Target

FY21 Progress

FY21 Progress

FY21 Progress

• In FY21, 11,500 stock keeping units (SKUs) carried a sustainable

feature, accounting for over $176m in sales

• We estimate that in FY21 15% of private label sales were derived

from products with sustainable features

50% of our private label

1

sales from products

with sustainable features and packaging by 2025

*Scope 3 excludes trade supplier emissions

Increased 5.0%

compared to FY20

3


60% of the Group’s passenger fleet is full EV

FY20: 30%

25% of stores have full LED lighting

(Converted 10 stores in FY21). FY20: 20%

• 2 sites identified for rooftop solar installation in FY22

• 23 sites shortlisted for further review







Decreased 2.7%

compared to FY19

FY21


Total energy consumption within the

organisation

FY21 Energy intensity ratio

6

FY21 Reduction of energy consumption

7


Total fuel consumption

4,5

104,341 GJ

Total electricity consumption 329,304 GJ

127 GJ / $million of revenue

Total energy consumption

29,588 GJ reduction = 6.4% reduction on FY19

Scope 1 & 2 emissions (tonnes CO

2

e)

Scope 3 emissions (tonnes CO

2

e) – non-trade*

17,478

FY15FY16FY17FY18FY19FY20FY21

16,912

14,002

14,883

12,635

11,707

12,292

22,340

23,404

25,511

25,969

26,564

24,32624,392

433,645 GJ

(91,474,062 kWh)

Zero Waste by increasing operational

waste diversion to 90%

Offer consumer waste recycling solutions

in 100% of our store catchments

Expand e-waste solutions to 100% of

our store catchments by end-2022

Reduce absolute Scope 1 and Scope 2 GHG emissions

by 42% by 30 June 2030 (from a 2020 baseline)

100% transition of passenger fleet to EV by 2025

75% of stores with 100% LED lighting by 2025

Solar energy generation with community benefits

on up to 10 sites or 2MWp of capacity by 2025

48
The Warehouse Group

The Group’s climate action addresses three key areas:

1. Carbon neutrality through our ongoing commitment to the Toitū

Envirocare carbonzero programme. Since 2019 we have voluntarily

offset 100% of our Group carbon emissions each year by investing in

gold standard, clean development mechanism projects, supporting

the communities in which we operate including India and China.

In FY21, the Group also offset 13,000 tonnes of emissions via a

New Zealand Permanent Forestry Sink Initiative (PFSI) project.

Our annual carbon emissions reporting follows the strictest audit

standards (carbonzeroCertTM) of our reporting partner, Toitū

Envirocare. Our reduction targets are aligned with the New Zealand

Climate Leaders Coalition commitments, which reflect the Paris

Agreement guidelines. The Group is certified in accordance with

ISO 14064-1:2006.

2. Emissions reduction through the ongoing implementation of

our active emissions reduction programme. This includes the

continuation of transitioning our light commercial vehicle fleet

to electric vehicles (EV), LED lighting upgrades in our stores,

minimising operational waste and directing waste to methane

capture landfill facilities. These initiatives have resulted in total

energy consumption reduction of 6.4% against FY19.

In FY21 the Group’s Scope 1 and 2 emissions increased by 5.0%

and total emissions increased by 1.8%, compared to FY20. This was

expected given the comparative period included a seven-week

COVID-19 lockdown. In FY21, we saw a reduction in Scope 1 and 2

emissions of 2.7% and total emissions reduction of 6.4% compared

to FY19. The Group’s Greenhouse Gas (GHG) emissions intensity

ratio was 10.74 total gross GHG emissions per revenue ($million) in

FY21, a decrease of 5.4% compared to FY20 and 25.3% compared

to our baseline year of FY15.

3. Leadership in climate action through collaboration with industry

including with freight partners and government agencies. In

partnership with the Energy Efficiency & Conservation Authority

(EECA) we launched our first fleet of home delivery EV trucks in

Auckland, Hamilton, Tauranga and Christchurch this year. We are

also assessing the viability of long-haul hydrogen fuel transportation

and have a roadmap for solar generation on our property rooftops.

These initiatives will deliver meaningful emission reductions for our

business and the communities we serve.

The Group also surveyed its private label manufacturers on a wide range

of sustainability competencies including any practices and data in relation

to GHG emissions and Science Based Targets. The survey is the first step

of a wider Supply Chain Engagement programme and will inform our

future approach to influencing the reduction of this important source

of carbon emissions within our value chain (Scope 3 Carbon Emissions).

Carbon and energy emissions are obtained from Toitū certified emissions

data. For further emissions and energy related GRI reporting metrics

please refer to The Warehouse Group Emissions Inventory Report on

our website.

Significance

We believe that transitioning to a decarbonised, circular economy can

spur innovation and deliver significant economic value to New Zealand

and our business. Given our size and footprint, we can play a critical role

in providing leadership and driving this transition. The urgency of this

effort was highlighted in the latest Intergovernmental Panel on Climate

Change (IPCC) report

1

calling for immediate action for the world to stay

within 1.50c of warming against the pre-industrial age.

We see growing market demand, shifting consumer behaviours, and

looming regulations requiring business to take action and embrace

sustainability practices through their entire value chain. These

requirements are having an increasingly material impact on the retail

sector, with a wider number of customers looking for both sustainable

and affordable options. This trend is also crystallising in large

procurement contracts, where commercial customers and government

agencies are increasingly selecting suppliers based on sustainability

performance. We believe our leadership and in-house expertise is

positioning us well to benefit from these shifts.

For example, the Group was recently selected as a new supplier to the

Government Office Supplies Panel run by the Ministry of Business,

Innovation and Employment (MBIE). Our curated range is designed to

encourage the purchasing of more sustainable products by government

agencies in support of MBIE’s broader outcomes and objectives,

including low carbon, sustainable packaging, certified ingredients,

products and recycling solutions.

Materiality

A survey by Colmar Brunton in April 2021 commissioned by Retail

New Zealand looked at Kiwi shopping habits and asked consumers

to spontaneously identify retailers taking the lead in sustainability.

The Warehouse was ranked first with 26% of respondents choosing

us ahead of our competitors, collecting between 10% and 14% of

respondents’ votes. This survey also shows that 85% of Kiwis are

prepared to change the retailers they buy from or the products they

buy, in order to be more sustainable, a move from which The Warehouse

Group is positioned to benefit.

Given our size and footprint, we believe the Group can play a critical role

in driving the early uptake of emerging sustainable solutions. We will

continue to take a leadership position in driving change as we have done

with the move to our Sustainable & Affordable platform, the electrification

of our corporate fleet, the expansion of our fast-charging EV stations at

our stores to support the development of a national grid, our participation

in defining a low emissions heavy transportation pathway, and the

ongoing development of new post-consumer recycling solutions.

Future focus areas

We recognise sustainability as a strategic priority that involves significant

business risks and opportunities and requires increased governance,

employees’ fluency, and technical capabilities. Over the next 12 months,

we intend to further improve our performance in the following future

focus areas:

• Build our sustainable sourcing capacity and provide more sustainable

options to our customers to deliver 50% of our private label sales from

products with sustainable features and packaging

• Develop further waste diversion and circular economy solutions

to minimise the impact of key consumer waste streams on our

environment

• Deliver against our Scope 1 and 2 emissions, Science Based Targets

and update our 2030 reduction pathway

• Work with Toll, Hiringa and other freight partners to trial renewable

fuels, including hydrogen

• Develop a programme of work to understand, measure and reduce

our Scope 3 carbon emissions

• Continue to build and update a robust set of sustainability policies

and standards to deliver consistent sustainability outcomes for our

business.

1. https://www.ipcc.ch/sr15/

Our Environment

49
Integrated Annual Report 2021

Our impact on

the environment

Our goal is to accelerate the transition to a

zero-carbon future by embedding sustainability

in every aspect of our business

50
The Warehouse Group

51
Integrated Annual Report 2021

The financial statements have been presented in a style which attempts to make them less complex and more relevant to shareholders. The note disclosures

have been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial

risk management’ and ‘other disclosures’. Each section sets out the significant accounting policies in blue text boxes applied in producing the relevant notes,

along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives

financial performance of the Group.

These financial statements have been approved for issue by the Board of Directors on 28 September 2021.

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is

Level 4, 4 Graham Street, PO Box 2219, Auckland.

FINANCIAL STATEMENTS Page

Consolidated income statement 52

Consolidated statement of comprehensive income 52

Consolidated balance sheet 53

Consolidated statement of cash flows 54

Reconciliation of operating cash flows 54

Consolidated statement of changes in equity 55

BASIS OF PREPARATION

1.1 Reporting entity 56

1.2 Compliance statement 56

1.3 Basis of preparation 56

1.4 Reporting period 56

1.5 Significant transactions and events in the financial year 56

1.6 Changes in accounting policies, interpretations

and agenda decisions 57

1.7 Critical accounting judgements, 57

estimates and assumptions

1.8 Non-GAAP financial information 57

1.9 Subsequent events 57

FINANCIAL PERFORMANCE

2.0 Segment information 58

2.1 Operating performance 58

2.2 Depreciation and amortisation 58

2.3 Asset impairment and capital expenditure 59

2.4 Balance sheet information 59

2.5 Adjustment for NZ IFRS 16 (Leases) 59

3.0 Income and expenses 60

3.1 Other income 60

3.2 Employee expense 60

3.3 Other operating expenses 60

3.4 Auditors’ fees 60

3.5 Net interest expense 60

4.0 Taxation 61

4.1 Taxation - Income statement 61

4.2 Taxation - Balance sheet current taxation liability 61

4.3 Taxation - Balance sheet deferred taxation asset 61

5.0 Adjusted net profit 62

6.0 Earnings per share 62

Page

7.0 Dividends 63

7.1 Dividends paid 63

7.2 Dividend policy reconciliation 63

7.3 Imputation credit account 63


OPERATING ASSETS AND LIABILITIES

8.0 Working capital 64

8.1 Inventory 64

8.2 Trade and other receivables 64

8.3 Trade and other payables 64

8.4 Provisions 65

9.0 Non current assets 65

9.1 Property, plant and equipment 65

9.2 Intangible assets 66

10.0 Lease liabilities and right of use assets 67

10.1 Right of use assets 67

10.2 Lease liabilities 67

10.3 Lease liability maturity analysis 67

FINANCING AND CAPITAL STRUCTURE

11.0 Equity 68

11.1 Capital management 68

11.2 Bank facilities 68

11.3 Contributed equity 68

11.4 Reserves 69

11.5 Minority interest 69

FINANCIAL RISK MANAGEMENT

12.0 Financial Risk Management 70

12.1 Financial risk factors 70

12.2 Derivative financial instruments 70

12.3 Liquidity risk 71

12.4 Credit risk 71

12.5 Market risk 71

OTHER DISCLOSURES

13.0 Key management 72

14.0 Commitments 72

15.0 Contingent liabilities 72

16.0 Related parties 72

Financial Statements

For the 52 week period ended 1 August 2021

CONTENTS

Joan Withers

Board Chair

28 September 2021

Dean Hamilton

Audit and Risk Committee Chair

28 September 2021

52
The Warehouse Group

Consolidated Income Statement

For the 52 week period ended 1 August 2021

(52 weeks) (53 weeks)

Note2021 2020

$ 000$ 000

Net profit for the period

116,210 43,698

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

55 (184)

Movement in derivative cash flow hedges

26,651 (16,598)

Movement in de-designated derivative hedges

- 226

Tax relating to movement in hedge reserve

(7,463)4,585

Other comprehensive income

19,243 (11,971)

Total comprehensive income

135,453 31,727

Attributable to:

Shareholders of the parent

136,894 32,501

Minority interest

11.5 (1,441)(774)

Total comprehensive income

135,453 31,727

Attributable to:

Total comprehensive income from continuing operations

135,453 31,696

Total comprehensive gain from discontinued operations

- 31

Total comprehensive income

135,453 31,727

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent

136,894 32,470

Minority interest

11.5 (1,441)(774)

Total comprehensive income

135,453 31,696

Consolidated Statement of Comprehensive Income

For the 52 week period ended 1 August 2021

(52 weeks) (53 weeks)

Note2021 2020

$ 000$ 000

Continuing operations

Retail sales

2.1 3,414,601 3,172,830

Cost of retail goods sold

8.1 (2,173,245)(2,137,950)

Gross profit

1,241,356 1,034,880

Other income

3.1 7,050 16,369

Employee expense

3.2 (573,734)(559,299)

Depreciation and amortisation expense

2.2 (149,303)(154,652)

Other operating expenses

3.3 (244,255)(247,087)

Operating profit from continuing operations

2.1 281,114 90,211

Unusual items

5.0 (86,955)14,471

Earnings before interest and tax from continuing operations

194,159 104,682

Net interest expense

3.5 (37,458)(46,710)

Profit before tax from continuing operations

156,701 57,972

Income tax expense

4.1 (40,491)(14,305)

Net profit for the period from continuing operations

116,210 43,667

Discontinued operations

Gain from discontinued operations (net of tax)

- 31

Net profit for the period

116,210 43,698

Attributable to:

Shareholders of the parent

117,651 44,472

Minority interests

11.5 (1,441)(774)

116,210 43,698

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations

117,651 44,441

Gain from discontinued operations

- 31

117,651 44,472

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0 34.1 cents 12.9 cents

Basic earnings per share - continuing operations

6.0 34.1 cents 12.9 cents

53
Integrated Annual Report 2021

Note2021 2020

$ 000$ 000

ASSETS

Current assets

Cash and cash equivalents

11.1 160,526 168,068

Trade and other receivables

8.2 79,277 84,263

Inventories

8.1 457,151 393,610

Derivative financial instruments

12.2 8,837 243

Total current assets

705,791 646,184

Non current assets

Derivative financial instruments

12.2 1,310 -

Property, plant and equipment

9.1 194,619 197,131

Intangible assets

9.2 166,991 135,566

Right of use assets

10.1 736,524 774,175

Deferred taxation

4.3 86,120101,805

Total non current assets

1,185,564 1,208,677

Total assets

2.4 1,891,355 1,854,861

LIABILITIES

Current liabilities

Trade and other payables

8.3 436,579420,805

Derivative financial instruments

12.2 4,353 27,091

Taxation payable

4.2 10,878 10,982

Lease liabilities

10.3 97,812 106,467

Provisions

8.4 74,515 60,991

Total current liabilities

624,137 626,336

Non current liabilities

Lease liabilities

10.3 794,379 828,321

Provisions

8.4 23,371 23,865

Total non current liabilities

817,750 852,186

Total liabilities

2.4 1,441,887 1,478,522

Net assets

449,468 376,339

EQUITY

Contributed equity

11.3 360,235 360,061

Reserves

11.4 6,056 (13,187)

Retained earnings

85,871 30,259

Total equity attributable to shareholders

452,162 377,133

Minority interest

11.5 (2,694)(794)

Total equity

449,468 376,339

Consolidated Balance Sheet

As at 1 August 2021

54
The Warehouse Group

Consolidated Statement of Cash Flows

For the 52 week period ended 1 August 2021

(52 weeks) (53 weeks)

Note2021 2020

$ 000 $ 000

Net profit

116,210 43,698

Non cash items

Depreciation and amortisation expense

2.2 149,303 154,652

Intangible asset impairment

9.2 - 8,028

Property, plant and equipment impairment

9.1 - 8,659

Right of use asset impairment

10.1 1,582 1,576

Share based payment expense

3.293350

Interest capitalisation

- 384

COVID-19 landlord rent relief

10.2 - (8,246)

Movement in deferred tax

4.3 8,219 (15,907)

Interest rate hedge derivatives write-off

5.0 3,340 6,427

Movement in de-designated derivative hedges

- 163

Total non cash items

162,537 156,086

Items classified as investing or financing activities

Loss on disposal of property, plant and equipment

637 1,206

Gain on lease terminations

2.5 (1,237)(1,023)

Supplementary dividend tax credit

4.2 246 136

Total investing and financing adjustments

(354)319

Changes in assets and liabilities

Trade and other receivables

4,986 (4,643)

Inventories

(63,541)124,148

Trade and other payables

14,497 75,314

Provisions

13,030 2,815

Income tax

(104)10,269

Total changes in assets and liabilities

(31,132)207,903

Net cash flows from operating activities

247,261 408,006

(52 weeks) (53 weeks)

Note2021 2020

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,425,114 3,182,879

COVID-19 wage subsidy

(67,550)67,550

Payments to suppliers and employees

(3,040,261)(2,775,928)

Income tax paid

(32,132)(19,879)

Interest paid

(37,910)(46,616)

Net cash flows from operating activities

247,261 408,006

Cash flows from investing activities

Proceeds from sale of property, plant & equipment and computer software

19012,008

Purchase of property, plant & equipment and computer software

(83,180)(64,513)

Purchase of minority interest

(239)-

Net cash flows from investing activities

(83,229)(52,505)

Cash flows from financing activities

Repayment of fixed rate senior bond

3.5- (125,000)

Early termination of interest rate swaps

(9,767)

-

Lease principal repayments

(99,383)(83,833)

Treasury stock dividends received

254 115

Dividends paid to parent shareholders

(62,678)(27,883)

Dividends paid to minority shareholders

- (129)

Net cash flows from financing activities

(171,574)(236,730)

Net cash (outflow)/inflow

(7,542)118,771

Opening cash position

168,068 49,297

Closing cash position

11.1 160,526 168,068

Reconciliation of Operating Cash Flows

For the 52 week period ended 1 August 2021

55
Integrated Annual Report 2021

Consolidated Statement of Changes in Equity

For the 52 week period ended 1 August 2021

Note

Share

Capital

Treasury

Shares

Hedge

Reserves

Foreign

Currency

Translation

Reserve

Retained

Earnings

Minority

Interest

Total

Equity

$ 000$ 000$ 000$ 000$ 000$ 000$ 000

For the 52 week period ended 1 August 2021

Balance at the beginning of the period

365,517 (5,456)(13,017)(170)30,259 (794)376,339

Profit for the period

- - - - 117,651 (1,441)116,210

Movement in foreign currency translation reserve

- - - 55 -- 55

Movement in derivative cash flow hedges

- - 26,651 - -- 26,651

Tax relating to movement in hedge reserve

4.3- - (7,463)- - - (7,463)

Total comprehensive income

- - 19,188 55 117,651 (1,441)135,453

Contributions by and distributions to owners

Share rights charged to the income statement

- - - - - 93 93

Share rights vested

- - - - 1,697 (1,697)-

Minority put options exercised

- 174 - - (1,558)1,145 (239)

Dividends paid

7.1, 11.5- - - - (62,432)- (62,432)

Treasury stock dividends received

- - - - 254 - 254

Balance at the end of the period

365,517 (5,282)6,171 (115)85,871 (2,694)449,468

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.5)

For the 53 week period ended 2 August 2020

Balance at the beginning of the period

365,517 (5,456)(1,230)14122,469719482,033

Adjustment on adoption of NZ IFRS 16

- - - - (109,972)(38) (110,010)

Restated balance at the beginning of the period

365,517 (5,456)(1,230)1412,497681372,023

Profit for the period

- - - - 44,472 (774)43,698

Movement in foreign currency translation reserve

- - - (184)- - (184)

Movement in derivative cash flow hedges

- - (16,598)- - - (16,598)

Movement in de-designated derivative hedges

- - 226 - - - 226

Tax relating to movement in hedge reserve

4.2, 4.3- - 4,585 - - - 4,585

Total comprehensive income

- - (11,787)(184)44,472 (774)31,727

Contributions by and distributions to owners

Share rights charged to the income statement

- - - - - 350 350

Share rights vested

- - - - 922 (922)-

Dividends paid

7.1, 11.5- - - - (27,747)(129)(27,876)

Treasury stock dividends received

- - - - 115 - 115

Balance at the end of the period

365,517 (5,456)(13,017)(170)30,259 (794)376,339

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.5)

56
The Warehouse Group

1.0 BASIS OF PREPARATION

1.1 Reporting entity

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited

liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity

under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.

The Company is listed on the New Zealand Stock Exchange (NZX).

1.2 Compliance statement

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and

authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards (IFRS).

1.3 Basis of preparation

The measurement basis adopted in the preparation of these financial statements is historical cost, as modified by the revaluation of certain assets and liabilities

at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated. Certain

comparative amounts have been reclassified to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting choice is

provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide any accounting

policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed below.

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 1 August 2021

Percentage Ownership

Name of EntityPrincipal Activity

2021 2020

The Warehouse LimitedRetail

100 100

Noel Leeming Group LimitedRetail

100 100

Torpedo7 LimitedRetail

100 100

1-day LimitedOnline retail

100 100

TheMarket.Com LimitedOnline Market-place

88 89

Eldamos Investments LimitedProperty

100 100

The Warehouse Nominees LimitedInvestment

100 100

1.4 Reporting period

These financial statements are for the 52 week period 3 August 2020 to 1 August 2021. The comparative period is for the 53 week period 29 July 2019 to

2 August 2020. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period, a 53 week

catch-up year occurs once every 5 to 6 years as happened last year.

1.5 Significant transactions and events in the financial year

The following significant transactions and events affected the financial performance and financial position of the Group for the year ended 1 August 2021.

Group structure

TheMarket.com

The Group structure was unchanged during the year, except for the Group's interest in TheMarket.com which decreased from 89.3% to 88.5%. In

accordance with an employee share right plan (refer note 11.4) a final tranche of shares vested to plan participants in March 2021 increasing their

minority shareholdings in TheMarket.com by 5.3%. Participants also exercised put options in accordance with the same plan which reduced (4.5%)

their shareholdings.

1-day reclassification

The 1-day business was moved from Torpedo7 to TheMarket.com as a result of an organisational change and is now reported as part of TheMarket.

com segment (refer note 2) with the comparative segment information reclassified to reflect the change. Subsequent to balance date the Group legally

amalgamated 1-day Limited with TheMarket.com Limited.

Diners Club (NZ) – discontinued operation

The Group’s discontinued Diners Club (NZ) business which ceased operating in April 2020 was placed into a formal solvent liquidation following balance date.

Impact of COVID-19

The impact of the ongoing COVID-19 pandemic during the first half year had a number of positive impacts on the retail sector. In contrast to market

expectations, post 2020 year end the retail sector continued to experience high customer demand, above what was expected from pent up demand post

lockdown, buoyed by government support packages and spend benefit from the cancellation of overseas holidays among a number of other contributing

factors. The strong demand meant that the Group did not need to carry out the level of clearance and promotional activity that had been anticipated,

which allowed certain judgemental inventory provisions estimated in the previous period to be reversed (refer note 8.1). These positive factors in

combination with the Group's transformation initiatives, contributed to a record half year result for the Group with operating profit up 98% to $173.4 million

compared to the previous half year.

The increased profit during the half year enabled the Group to pay a special dividend of 5.0 cps in March 2021 and an interim dividend of 13.0 cps in April

2021 (refer note 7).

This strong trading performance has continued through into the second half of the year and has ensured the Group maintained a sound balance sheet.

Since balance date, the Delta variant of COVID-19 has been detected in New Zealand and a Level 4 lockdown was put in place. The Group made policy

changes during the year regarding its liquidity and dividend policies which were designed to enhance the Group’s balance sheet resilience and provide

the Group with options to withstand periods without revenue when the Group's stores are closed to customers.

57
Integrated Annual Report 2021

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 1 August 2021

1.6 Changes in accounting policies, interpretations and agenda decisions

Cloud Computing Arrangements

The Group has capitalised costs incurred in configuring and customising supplier’s software in cloud computing arrangements as intangible software assets,

as the Group considered that it would benefit from the costs to implement the cloud-based software over the expected terms of the cloud computing

arrangements.

In March 2021, the International Financial Reporting Interpretation Committee (IFRIC) issued an agenda decision clarifying the accounting treatment for

software implementation costs in cloud computing arrangements. IFRIC concluded that costs incurred in configuring or customising software in cloud

computing arrangements can be recognised as intangible assets only if the activities create an intangible asset that the Group controls. Costs that do

not result in intangible assets are expensed as incurred, unless they are paid to the suppliers of the cloud-based software to significantly customise the

cloud-based software for the Group, in which case the costs paid upfront are recorded as prepayments and amortised over the expected terms of the cloud

computing arrangements. Making this change will require a retrospective restatement of prior period financial statements in the year in which the revised

accounting policy is adopted.

This is a complex area and the Group is in the process of evaluating and reassessing the nature of the software costs incurred and to understand the Group's

contractual rights in relation to customisation and configuration expenditure. This will enable the Group to determine how these costs should be treated for

accounting purposes as outlined in the March 2021 IFRIC agenda decision. The Group’s review has identified more than 70 different cloud-based software

arrangements, which have an approximate combined carrying value at balance date of between $45 million to $55 million. At the time of finalising the 2021

financial statements the review process is still continuing.

It is expected to take many more months for the Group to properly evaluate its cloud-based software arrangements and identify which costs have been

appropriately capitalised from those that should be recognised as an expense or prepayment. Whilst not impacting actual cash flows the change could

reduce intangible assets and associated amortisation, increase operating expenses, and reclassify the relevant spend from an investing to an operating cash

flow. The change may also result in the recognition of prepayments or an adjustment to opening retained earnings. We expect to have a clear understanding

of the situation in the following financial year.

1.8 Non-GAAP financial information

The Group uses operating profit, earnings before tax and interest, unusual items and adjusted net profit to describe financial performance as it considers

these line items provide a better measure of underlying business performance. These non-GAAP measures are not prepared in accordance with NZ IFRS

and may not be comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit

is detailed in note 5.0.

1.9 Subsequent Events

Since year end New Zealand went into a country wide Alert Level 4 COVID-19 lockdown on 18 August 2021 and while the rest of the country shifted to

Alert Level 2 on 8 September 2021, Auckland remains at Alert Level 3. Level 3 and 4 lockdown restrictions severely reduce the Group's ability to trade

and the Group's sales for the first 8 weeks were down 22% compared to the same period last year. The Group’s cash on hand has reduced significantly

since balance date as a result of the decreased sales but the Group’s bank debt facilities (refer note 11.2) remain undrawn. The Group expects to recover

some of these lost sales once lock down restrictions are eased throughout the country and has declared a final dividend of 17.5 cents per share (refer

note 7.0) to be paid in December 2021 on the basis that New Zealand is predominantly at Alert Level 2 or below from the end of October 2021

1.7 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets

and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the

financial statements are found in the following notes:

(a) Inventory (note 8.1)

(b) Lease liabilities and right of use assets (notes 10.1 and 10.2)

(c) Derivative financial instruments (note 12.2)

(d) Intangible assets (note 9.2)

1.5 Significant transactions and events in the financial year (Continued)

Liquidity Policy

The Group revised its liquidity policy in response to last year’s COVID pandemic and now operates to a preferred liquidity range of between $350 million to

$450 million (refer note 11.1). The Group had cash on hand of $160.5 million (2020: $168.1 million) at balance date that provided liquidity of $490.5 million (2020:

$498.1 million).

Dividend Policy

The Group also changed its dividend policy (refer note 7) to incorporate the Group’s liquidity position as a relevant factor in the calculation of dividend

distributions. The new policy is to distribute at least 70% of the Group's full year adjusted net profit, at the discretion of the Board and subject to trading

performance, market conditions and liquidity requirements (previously the distribution range was set between 75% to 85%).

COVID-19 wage subsidy

In December 2020, due to strong trading through the weeks leading up to Christmas, the Group made the voluntary decision to repay the Government

COVID-19 wage subsidy it received of $67.6 million. The Group classified the repayment of the wage subsidy as an unusual item as it did not relate to the

Group’s normal trading activities and similarly restated last year’s result to classify the initial receipt of the subsidy in March 2020 as an unusual item. The

reclassification has the effect of reducing 'other income' and decreasing the 'unusual item' expense on the Income Statement by $67.6 million for last year.

The reclassification also reduced the Group's adjusted net profit (refer note 5) from $80.7 million to $32.1 million for last year.

Agile Restructuring Costs

The Group concluded its move to an agile way of working, incurring redundancy and professional services costs during the year of $16.1 million (refer note 5).

58
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

2.2 Depreciation and amortisation

PPE & SoftwareRight of Use AssetsTotal

Note2021 2020 2021 2020 2021 2020

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000

The Warehouse segment

40,59544,340 67,67570,414108,270114,754

Noel Leeming

8,4468,624 18,246 18,99026,69227,614

Torpedo7

2,1311,846 6,966 6,5039,0978,349

TheMarket.com

2,598 1,924 8501503,4482,074

Other Group operations

1,441 1,502 355 3591,7961,861

Depreciation and amortisation expense

55,211 58,236 94,092 96,416149,303154,652

Comprising

Property, plant and equipment (PPE)

9.1 41,396 45,366

Computer Software

9.2 13,815 12,870

55,211 58,236

Operating segments

The Group has four operating segments trading in the New Zealand retail sector and a start-up online market-place venture. These segments form the basis of

internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist with strategy decisions. The Group has

disclosed its segment operating profit performance on a basis that excludes the impact of implementing NZ IFRS 16 (Leases - refer note 10), which is consistent

with the Group's internal reporting.

Each of the four main retail segments represent a distinct retail brand that operate throughout New Zealand. Customers can purchase product from the retail

chains either online or through the Group’s physical retail store network. The Group’s store network currently has 90 (2020: 92) The Warehouse stores, 70 (2020:

71) Warehouse Stationery stores, 71 (2020: 74) Noel Leeming stores and 21 (2020: 20) Torpedo7 stores. The Warehouse predominantly sells general merchandise

and apparel, Noel Leeming sells technology and appliance products, Torpedo7 sells sporting equipment and the Warehouse Stationery sells stationery products.

Group support office functions, such as Information Systems, Finance, Brand Executives and People Support were operated using a shared services model which

allocated the costs of these functions to individual brands calculated on an arm’s length basis. The remaining support office functions which relate to corporate

and governance functions, a property company and the Group’s interest in a chocolate factory are not allocated and form the main components of the “Other

Group operations” segment.


2.0 SEGMENT INFORMATION

2.1 Operating performance

RevenueOperating ProfitRetail Operating Margin

Note2021 2020 2021 2020 2021 2020

$ 000 $ 000 $ 000 $ 000 % %

The Warehouse

1,804,861 1,706,036 187,621 54,903 10.4 3.2

Warehouse Stationery

274,646 268,845 34,325 17,513 12.5 6.5

Warehouse Segment

2,079,507 1,974,881 221,946 72,416 10.7 3.7

Noel Leeming

1,128,184 1,009,975 64,879 34,160 5.8 3.4

Torpedo7

158,706 129,901 3,287 (17,708)2.1 (13.6)

TheMarket.com

1

54,455 62,520 (20,704)(14,820)

Other Group operations

7,141 6,673 (28,803)(24,796)

Inter-segment eliminations

(13,392)(11,120)- -

Group

3,414,601 3,172,830 240,605 49,252 7.0 1.6

Adjustments for NZ IFRS 16

2.5 40,509 40,959

Operating profit from continuing operations

281,114 90,211

Unusual items

5.0 (86,955)14,471

Earnings before interest and tax from continuing operations

194,159 104,682

Retail Sales

Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for instore sales or where the goods

are purchased online when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the fair value of the

consideration received or receivable, net of returns, discounts and excluding GST.

1. TheMarket includes 1-day sales of $49.8 million (2020: $61.1 million) and an operating loss of $4.5 million (2020: nil).

59
Integrated Annual Report 2021

2.3 Asset impairment and capital expenditure

Asset ImpairmentCapital Expenditure

Note2021 2020 2021 2020

$ 000 $ 000 $ 000 $ 000

The Warehouse segment

1,582 11,581 64,70347,829

Noel Leeming

- 1,599 11,812 8,349

Torpedo7

- 5,083 2,722 3,138

TheMarket.com

- - 5,462 3,362

Other Group operations

- - 256 444

1,582 18,263 84,95563,122

Reclassified as an unusual item

- (6,912)- -

Asset impairment and capital expenditure

1,582 11,351 84,95563,122

Comprising

Property, plant and equipment

9.1 - 8,659 39,71532,162

Intangible assets

9.2 - 8,028 45,24030,960

Right of use assets

10.1 1,582 1,576 --

1,582 18,263 84,95563,122

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

2.4 Balance sheet information

Total AssetsTotal Liabilities

Note2021 2020 2021 2020

$ 000 $ 000 $ 000 $ 000

The Warehouse segment

477,210 425,015 353,595 319,992

Noel Leeming

189,241 169,297 149,077 161,367

Torpedo7

52,281 39,627 20,761 16,656

TheMarket.com

21,288 18,761 9,009 6,704

Other Group operations

85,062 84,914 2,023 942

Operating assets/liabilities

825,082 737,614 534,465505,661

Unallocated assets/liabilities

Cash and borrowings

160,526 168,068 - -

Derivative financial instruments

12.2 10,147 243 4,353 27,091

Right of use assets/Lease liabilities

736,524 774,175 892,191 934,788

Intangible goodwill and brands

9.2 72,956 72,956 - -

Taxation assets/liabilities

4.2, 4.3 86,120101,805 10,87810,982

Total Group

1,891,355 1,854,861 1,441,887 1,478,522

2.5 Adjustment for NZ IFRS 16 (Leases)

Total Assets

Note2021 2020

$ 000 $ 000

Pre NZ IFRS 16 Rent

134,946 136,352

Right of use asset amortisation

10.1 (94,092)(96,416)

Lease impairments

(1,582)-

Gain on lease terminations

1,237 1,023

Impact on operating profit

2.1 40,509 40,959

Lease liability interest

3.5 (38,497)(41,113)

Impact on net profit before tax (excluding unusual items)

2,012 (154)

Last year's asset impairment expense reclassified as an unusual item related to the impairment of the Torpedo 7 brand name ($2.5 million) and asset

impairments ($4.4 million) related to store closures included as part of the agile restructure costs (refer note 5.0).

60
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

3.0 INCOME AND EXPENSES

3.1 Other income

Note2021 2020

$ 000$ 000

COVID-19 landlord rent relief

10.2

-

8,246

Tenancy rents received

2,251 2,734

Other

4,799 5,389

Other income

7,050 16,369

3.2 Employee expense

2021 2020

$ 000 $ 000

Wages and salaries

534,477 549,522

Directors' fees

787 703

Performance based compensation

38,377 8,724

Equity settled share based payments expense

93 350

Employee expense

573,734 559,299

3.3 Other operating expenses

Note2021 2020

$ 000 $ 000

Other operating expenses include:

Provision for bad and doubtful debts

767 3,221

Loss on disposal of plant and equipment

637 1,294

Asset impairments

2.3

1,582 11,351

Donations

499134

Net foreign currency exchange (gain)/loss

105 (16)

3.4 Auditors’ fees

2021 2020

$ 000 $ 000

Auditing the Group financial statements

697 620

Reviewing the half year financial statements

97 93

Other services

82 46

Total fees paid to PricewaterhouseCoopers

876 759

3.5 Net interest expense

Note2021 2020

$ 000 $ 000

Interest on deposits and use of money interest received

(1,048)(713)

Interest on bank borrowings

9 127

Interest on fixed rate senior bond

-

6,210

Interest on leases

10.2

38,497 41,113

37,458 46,737

Less interest attributable to discontinued operations

- (27)

Net interest expense from continuing operations

37,458 46,710

Audit fees

Fees paid to PricewaterhouseCoopers for other services related to treasury market analysis, executive remuneration analysis, director remuneration

benchmarking, tax audit of an overseas subsidiary and agreed upon procedures at the Annual Shareholders' Meeting and over negative pledge calculations.

In accordance with the Group's policies regarding audit governance and independence this work was approved by the Group’s Audit and Risk Committee. The

Group’s policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of the independence of the

auditor, subject to Audit and Risk Committee approval.

Fixed rate senior bond

The Group issued a $125 million, 5-year fixed rate senior bond on the New Zealand stock exchange in June 2015 with interest payable every six months

(15 June and 15 December) based on a 5.30% coupon. The bond was fully repaid from cash reserves in June 2020 when the bond matured.

61
Integrated Annual Report 2021

The following table details the major deferred income tax assets and (liabilities) recognised by the Group and the movements during the current and prior year.

4.3 Balance sheet - Deferred taxation asset

NoteInventoryLeases

Property, Plant

Equipment

and Software

Employee

ProvisionsDerivativesOtherTotal

For the 52 week period ended 1 August 2021

$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

15,713 42,211 9,226 19,348 6,744 8,563 101,805

Charged/(credited) to the income statement

4.1 (2,772)(563)(2,045)(1,865)(1,681)707 (8,219)

Net charged to other comprehensive income

- - - - (7,463)(3)(7,466)

Closing balance

12,941 41,648 7,181 17,483 (2,400)9,267 86,120

For the 53 week period ended 2 August 2020

Opening balance

11,843 - 6,128 13,425 415 6,664 38,475

Adjustment on adoption of NZ IFRS 16

- 42,782 - - - - 42,782

Charged/(credited) to the income statement

4.1 3,870 (571)3,098 5,923 1,681 1,906 15,907

Net charged to other comprehensive income

- - - - 4,648 (7)4,641

Closing balance

15,713 42,211 9,226 19,348 6,744 8,563 101,805

4.2 Balance sheet - Current taxation liability

Note2021 2020

$ 000 $ 000

Opening balance

(10,982)(713)

Foreign exchange movement

(2)3

Current year income tax payable

4.1 (32,272)(30,224)

Net taxation paid

32,132 19,879

Transfer from cash flow hedge reserve

- (63)

Supplementary dividend tax credit

246 136

Closing balance

(10,878)(10,982)

The following table details the movement in income tax receivable/(payable) during the current and prior year.

4.0 TAXATION

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.


Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in

deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the

financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities

are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the deferred tax asset or liability.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be

available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the

carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the

temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.

Goods and services tax (GST)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance

sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

4.1 Taxation - Income statement

Note2021 2020

$ 000$ 000

Profit before tax from continuing operations

156,701 57,972

Gain before tax from discontinued operations

- 43

Profit before tax

156,701 58,015

Taxation calculated at 28%

43,87616,244

Adjusted for the tax effect of:

Non deductible expenditure

504 693

Income tax relating to prior year property disposals and building depreciation

5.0 (3,295)(2,025)

Income tax over provided in prior year

(594)(595)

Income tax expense

40,491 14,317

Adjust for income tax expense attributable to losses from discontinued operations

- (12)

Income tax expense attributable to continuing operations

40,491 14,305

Income tax expense comprises:

Current year income tax payable

4.2 32,27230,224

Deferred taxation

4.3 8,219 (15,907)

Income tax expense

40,491 14,317

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

62
The Warehouse Group

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

The Group has not calculated a dilutive earnings per share as it has no dilutive potential ordinary shares which entitle a holder to ordinary shares in the

Group. Minority shareholders in TheMarket.com hold put options (refer note 11.5) which are not dilutive but entitle the minority shareholders to receive

ordinary shares in the Group if they exercise the options based on a settlement value equivalent to the fair value of the minority shareholding sold.

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

Note2021 2020

$ 000$ 000

Adjusted net profit

175,515 32,108

Add back: Unusual items

Gain on property disposals

- 88

Restructuring costs - Rise

- (22,006)

Restructuring costs - Agile

(16,065)(22,189)

Interest rate hedge derivatives write-off

12.5 (3,340)(6,427)

Brand impairment (Torpedo7)

9.2 - (2,545)

COVID-19 wage subsidy

(67,550)67,550

Unusual items before taxation and NZ IFRS 16 adjustments

(86,955)14,471

Adjustments for NZ IFRS 16

2.5 2,012 (154)

Income tax on the unusual items above

23,784 (4,009)

Income tax relating to prior year property disposals and building depreciation

4.1 3,295 2,025

Unusual items after taxation

(57,864)12,333

Net profit from continuing operations attributable to shareholders of the parent

117,651 44,441

Earnings per share calculation

Note2021 2020

Net profit attributable to shareholders of the parent ($000s)

117,651 44,472

Net profit from continuing operations attributable to shareholders of the parent ($000s)

117,651 44,441

Adjusted net profit ($000s)

5.0 175,515 32,108

Basic

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)

345,301 345,286

Basic earnings per share (cents)

34.1 12.9

Basic earnings per share from continuing operations (cents)

34.1 12.9

Adjusted basic earnings per share (cents)

50.8 9.3

Unusual items

Restructuring costs - Agile

In February 2020 the Group commenced an 18-month plan to move the Group to an agile way of working with the aim of improving productivity by

shifting the Group from a traditional hierarchical organisation structure to a flatter structure. The plan included rationalising the Group's store network

by combining The Warehouse and Warehouse Stationery stores within one location and closing underperforming stores. The Group incurred redundancy

costs of $5.6 million (2020: $13.7 million) and asset impairment costs last year connected with the store closures (2020: $4.4 million) as part of the transition

process. The Group partnered with the same consultancy firm which helped with the “Rise’ transformation program to assist with the agile transition and

incurred consultancy fees which were linked to the achievement of specified outcomes.

COVID-19 wage subsidy

In December 2020, the Group made the voluntary decision to repay the Government COVID-19 wage subsidy it received in March 2020.

Income tax

The Group has recently resolved an uncertain tax position regarding the tax treatment of a gain arising from the sale of surplus land in 2019, resulting in

a reduction in the current tax liability and tax expense of $3.3 million.

Last year depreciation on buildings was reintroduced for tax purposes allowing the Group to claim a tax deduction during the current year on its buildings

based on a straight-line basis depreciation rate set at 1.5%. This increased the tax base of the Group's buildings by $7.2 million last year and reduced the

difference between the accounting carrying value and the tax base, resulting in an increase in deferred tax assets and a reduction in the tax expense of

$2.0 million.

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance

and considers it a better measure of underlying business performance. The Group's also uses adjusted net profit as the basis for determining dividend

distributions. Adjusted net profit makes allowance for the after tax effect of unusual items which are not directly connected with the Group’s normal

trading activities. The Group defines unusual items as any gains or losses from property disposals, goodwill and brand impairment, costs relating to

business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring the Group. Following the implementation of

NZ IFRS 16 (Leases - refer note 10.0) the non-cash impact relating to the new lease accounting standard is also excluded from adjusted net profit.

The repayment of the COVID-19 wage subsidy during the year is considered a non-trading item, together with the corresponding receipt in the prior

year and are classified as unusual items.

Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Continuing and adjusted basic

EPS are similarly calculated using continuing and adjusted net profit as the numerator.

63
Integrated Annual Report 2021

7.0 DIVIDENDS

7.1 Dividends paid

2021 2020 2021 2020

$ 000$ 000

CENTS PER

SHARE

CENTS PER

SHARE

Prior year final dividend

- 27,747 - 8.0

Special dividend

17,342 - 5.0 -

Interim dividend

45,090 - 13.0 -

Total dividends paid

62,432 27,747 18.0 8.0

7.2 Dividend policy reconciliation

Note2021 2020 2021 2020

$ 000$ 000

CENTS PER

SHARE

CENTS PER

SHARE

Special dividend

17,342 - 5.0 -

Interim dividend

45,090 - 13.0 -

Final dividend (declared after balance date)

60,698 - 17.5 -

Total dividends declared in respect of the current financial year

123,130- 35.5-

Group adjusted net profit

5.0 175,515 32,108

Pay-out ratio (%)

70.2 % 0.0 %

7.3 Imputation credit account

2021 2020

$ 000$ 000

Imputation credits at balance date available for future distribution

142,492 133,689

Dividend policy

The Group did not declare a final dividend and cancelled its interim dividend relating to the last financial year due to the uncertainties around the impact

of the COVID-19 pandemic. The Group’s financial position has since improved as a result of a stronger than expected trading performance throughout this

year’s Christmas trading period, prompting the Board to declare a special dividend in February 2021. The Board would typically only declare two dividends

annually, the first in respect of the half year (interim dividend) and the second in respect of the full year results (final dividend).

Following the uncertainty of last year’s trading conditions and being wary of the necessity to have a strong balance sheet the Board reviewed the dividend

policy, which included benchmarking the Group’s dividend policy against the policies of other listed retailers. As a result of this review the Board approved

a new dividend policy in March 2021. The new policy is to distribute at least 70% of the Group's full year adjusted net profit, at the discretion of the Board

and subject to trading performance, market conditions and liquidity requirements (previously the distribution range was set between 75% to 85%).

In accordance with this new policy the Board declared a fully imputed final dividend of 17.5 cents per ordinary share on 28 September 2021 to be paid on

3 December 2021 to all shareholders on the Group's share register at the close of business on 18 November 2021. The final dividend was declared on the

basis that New Zealand is predominantly at Alert Level 2 or below from the end of October 2021..

The above amounts represent the balance of the Group’s imputation credit account at balance date adjusted for imputation credits that would arise from

the payment of the amount of the remaining current year provision for income taxation.

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 1 August 2021

64
The Warehouse Group

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 1 August 2021

8.0 WORKING CAPITAL

8.1 Inventory

2021 2020

$ 000$ 000

Finished goods

413,352 382,380

Inventory provisions

(21,966)(36,943)

Retail stock

391,386 345,437

Goods in transit from overseas

65,765 48,173

Inventory

457,151 393,610

8.2 Trade and other receivables

2021 2020

$ 000 $ 000

Trade receivables

36,193 40,035

Prepayments

12,528 14,764

Rebate accruals and other debtors

30,556 29,464

Trade and other receivables

79,277 84,263

8.3 Trade and other payables

2021 2020

$ 000 $ 000

Local trade creditors and accruals

266,486285,226

Foreign currency trade creditors

93,524 55,810

Goods in transit creditors

17,883 19,669

Capital expenditure creditors

3,018 1,250

Goods and services tax

10,15514,329

Reward schemes, Lay-bys, Christmas Club deposits and gift vouchers

22,036 20,503

Payroll accruals

23,477 24,018

Trade and other payables

436,579420,805

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure

incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the

ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense

and included in cost of goods sold in the Income Statement.

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from

suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised

based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected

collectability of trade and other receivables is reviewed on an ongoing basis.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are

normally unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days of recognition. Due to the short term nature

of these payables, their carrying value is assumed to approximate their fair value.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future selling

prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting,

employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product

information from buyers as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which

usually include a ‘bill of lading’) are received, and terms, as set out in a supplier's letter of credit or in the supplier's terms of trade, are met.

65
Integrated Annual Report 2021

9.0 NON CURRENT ASSETS

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is

probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Annual leave and sick leave

Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions

in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay

an employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future

payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and

salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the

reporting date on New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present

value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred

which mitigate the final liability prior to the lease expiry.

Sales return

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision

represents the estimated sales return obligation at balance date based on historical sale return rates.

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location

and condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated

useful life of property, plant and equipment are as follows:

• Freehold land indefinite • Freehold buildings 50 - 100 years

• Plant and equipment 3 - 15 years • Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down immediately

to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is impaired,

reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of an asset may

be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the

income statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

8.4 Provisions

CurrentNon-currentTotal

2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000$ 000$ 000

Employee entitlements

67,603 53,568 15,667 16,048 83,270 69,616

Make good provision

1,471 834 7,704 7,817 9,175 8,651

Sales return provision

5,441 6,589 - - 5,441 6,589

Total provisions

74,515 60,991 23,371 23,865 97,886 84,856

9.1 Property, plant and equipment

Land and BuildingsPlant and EquipmentWork in ProgressTotal

Note2021 2020 2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

93,527 93,498 638,450 651,544 10,785 9,702 742,762 754,744

Accumulated depreciation

(14,193)(13,086)(531,438)(520,497)- - (545,631)(533,583)

Opening carrying amount

79,334 80,412 107,012 131,047 10,785 9,702 197,131 221,161

Additions

2.2 - 229 39,111 30,850 604 1,083 39,715 32,162

Disposals

- (200)(831)(1,967)- - (831)(2,167)

Impairment

2.2 - - - (8,659)- - - (8,659)

Depreciation

2.2 (1,100)(1,107)(40,296)(44,259)- - (41,396)(45,366)

Closing carrying amount

78,234 79,334 104,996 107,012 11,389 10,785 194,619 197,131

Cost

93,527 93,527 657,409 638,450 11,389 10,785 762,325 742,762

Impairment & accumulated depreciation

(15,293)(14,193)(552,413)(531,438)- - (567,706)(545,631)

Closing carrying amount

78,234 79,334 104,996 107,012 11,389 10,785 194,619 197,131

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 1 August 2021

66
The Warehouse Group

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 1 August 2021

9.2 Intangible assets

GoodwillBrand NamesComputer SoftwareTotal

Note2021 2020 2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

94,380 94,380 23,523 23,523 151,597 149,035 269,500 266,938

Impairment & accumulated amortisation

(36,924)(36,924)(8,023)(5,478)(88,987)(99,024)(133,934)(141,426)

Opening carrying amount

57,456 57,456 15,500 18,045 62,610 50,011 135,566 125,512

Additions

2.2 - - - - 45,24030,960 45,24030,960

Disposals

- - - - -(8)-(8)

Impairment

- - - (2,545)- (5,483)- (8,028)

Amortisation

2.2 - - - - (13,815)(12,870)(13,815)(12,870)

Closing carrying amount

57,456 57,456 15,500 15,500 94,035 62,610 166,991 135,566

Cost

94,380 94,380 23,523 23,523 196,336151,597 314,239269,500

Impairment & accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(102,301)(88,987)(147,248)(133,934)

Closing carrying amount

57,456 57,456 15,500 15,500 94,035 62,610 166,991 135,566

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,

liabilities and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful

lives as the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds

its recoverable amount.

Computer software

All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably

measured and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a

period of between two to fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.

Torpedo7 brand impairment

Last year the Group made the decision to fully write off the brand name held by Torpedo7 of $2.545 million after several years of underperformance relative

to plan.

Goodwill and brand impairment testing

The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the assets

to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is

based on projections regarding future operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic

plans, external benchmarks and historical performance to formulate the future cash flow projections. The Group also engages external advisors to determine

appropriate discount rates and long term growth rates, integral to the valuations. The valuations are then scaled back to align with the average values assessed

by a selection of the Group's external equity research analysts.

The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units represent the

lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand

assets and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the 5 year

projection period, are set out in the table below.

Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment also includes the

Warehouse Stationery business; the operating margin assumptions for this business division are different from those of The Warehouse business at 11.3%

(2020: 7.0%). The annual impairment testing for both Noel Leeming and The Warehouse cash generating units indicated ample headroom and that the

carrying amounts of the attributed goodwill and brand assets were not impaired.

Impairment testing

Noel LeemingThe Warehouse

2021 2020 2021 2020

$ 000 $ 000 $ 000 $ 000

Goodwill

31,776 31,776 25,680 25,680

Brand names

15,500 15,500 - -

Closing carrying amount

47,276 47,276 25,680 25,680

Key assumptions

Operating margin (%)

5.0 4.0 8.0 6.0

Terminal growth rate (%)

1.5 1.3 1.5 1.3

Pre-tax discount rate (%)

14.313.513.211.8

Post-tax discount rate (%)

10.3 9.7 9.5 8.5

67
Integrated Annual Report 2021

COVID-19 landlord rent relief

Last year the Group negotiated rent concessions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic. These

concessions included reduced rents and payment deferrals. In May 2020 the International Accounting Standards Board issued an amendment to NZ IFRS 16

which allowed the Group not to account for rent concessions as lease modifications if they are a consequence of COVID-19. The Group applied this practical

expedient to account for all the landlord rent concessions which meant the rent reductions were accounted for as negative variable lease payments ($8.246

million note 3.1) and the payment deferrals ($1.713 million) as timing differences reducing the amount of lease repayments.

Significant judgements and estimates

The calculation of lease liabilities and right of use values requires the Group to use estimates and judgements to determine the incremental borrowing rate

and the appropriate lease term. The Group engages an independent valuation expert to establish the incremental borrowing rates applied during the year.

The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 4.32% (2020: 4.28%).

The Group uses judgement to assess lease terms at the inception of a lease or when a significant event or significant change in circumstances within the

control of Group affects the prospect that a right of renewal contained in a lease will be exercised. The Group's shift to an Agile operating model triggered an

ongoing review programme to reassess the viability of under performing stores within the store network, resulting in some leases being terminated earlier than

previously planned.

The Group leases various warehouses, retail stores, equipment and vehicles. Lease terms are negotiated on an individual basis and contain a wide range of

different terms and conditions. Property leases represent around 98% of the carrying value of the Group's ‘right of use assets'. The property leases are typically

made for an initial period of 6 to 10 years and usually include extension options. Extension options provide the Group with operational flexibility in terms of

managing the Group's retail intensity within different catchment areas. The majority of extension and termination options held are exercisable only by the Group

and not by the landlords.

10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS

10.1 Right of use assets

CostAccumulated DepreciationCarrying Amount

Note202120202021202020212020

$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

10.4 1,498,007 1,510,584 (723,832)(676,093)774,175 834,491

Additions

55,494 66,202 - - 55,494 66,202

Depreciation

- - (94,092)(96,416)(94,092)(96,416)

Reassessment of lease terms

10.2 5,271 (21,960)- - 5,271 (21,960)

Lease impairments

- - (1,582)(1,576)(1,582)(1,576)

Lease surrenders and terminations

(53,635)(56,819)50,893 50,253 (2,742)(6,566)

Closing carrying amount

1,505,137 1,498,007 (768,613)(723,832)736,524 774,175

10.3 Lease liability maturity analysis

Gross Lease PaymentsInterestCarrying Amount

202120202021202020212020

$ 000$ 000$ 000$ 000$ 000$ 000

Within one year

133,653 143,950 (35,841)(37,483)97,812 106,467

One to two years

125,275 116,756 (32,157)(33,871)93,118 82,885

Two to five years

330,591 329,939 (75,942)(80,767)254,649 249,172

Beyond five years

524,906 591,554 (78,294)(95,290)446,612 496,264

Total lease liability

1,114,425 1,182,199 (222,234)(247,411)892,191 934,788

Current lease liability

97,812 106,467

Non-current lease liability

794,379 828,321

Total lease liability

892,191 934,788

10.2 Lease liabilities

Note

20212020

$ 000$ 000

Opening balance

934,788 990,213

Additions

55,494 66,202

Interest for the period

3.5 38,497 41,113

Reassessment of lease terms

10.1 5,271 (21,960)

COVID-19 Landlord rent relief

3.1 - (8,246)

Lease repayments

(137,880)(124,946)

Lease surrenders and terminations

(3,979)(7,588)

Closing balance

892,191 934,788

A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has

sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present

value of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension

options considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no

adjustment is made for inflation indexed lease payment increases.

Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease

period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated

over the shorter of the asset’s useful life and the lease term on a straight line basis.

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 1 August 2021

68
The Warehouse Group

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 1 August 2021

11.0 EQUITY

11.2 Bank facilities

2021 2020

$ 000 $ 000

Unused bank debt facilities

330,000 330,000

Letters of credit facilities

14,500 18,000

Letters of credit

(1,243)(2,249)

Unused letter of credit facilities

13,257 15,751

Total unused bank facilities

343,257 345,751

11.3 Contributed equity

Contributed equityOrdinary shares

2021 2020 2021 2020

$ 000 $ 000 000000

Share capital

365,517 365,517 346,843 346,843

Treasury shares

(5,282)(5,456)(1,489)(1,557)

Contributed equity

360,235 360,061 345,354 345,286

Treasury shares

Treasury sharesOrdinary shares

2021 2020 2021 2020

$ 000 $ 000 000000

Opening balance

5,456 5,4561,557 1,557

Ordinary shares issued to settle share rights plan obligations

(174)-(68)-

Closing balance

5,282 5,456 1,489 1,557

11.1 Capital management

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the

Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and maintain

a liquidity buffer.

The Group has made a number of changes to its capital management policies to strengthen the Group’s balance sheet in response to the COVID-19

pandemic including introducing a liquidity buffer requirement. The liquidity buffer is used to cover operating expenses during a period where there are no

sales or cash inflows after allowing for expected cash preservation initiatives. The required liquidity buffer policy range is currently set at between $350

million to $450 million. The Group held cash deposits of $160.5 million (2020: $168.1 million) at balance date and unutilised committed bank debt facilities

that provided liquidity of $490.5 million (2020: $498.1 million).

The Group reviews its capital structure annually, unless there is a material change requiring an earlier response and may make adjustments by means

including changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these. The Group dividend

policy was revised during the year (refer note 7.0) and is now based on distributing at least 70% of the adjusted net profit back to shareholders.

Externally imposed capital requirements

The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply with

certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease accounting

standard. The two principal covenants are:

1) The gearing ratio will not exceed 60% during the first quarter ending October or exceed 50% in each of the remaining quarters of the year

2) Interest cover will not be less than 2 times operating profit

The Group had no external borrowings during the current financial year or at balance date last year which meant the book gearing ratio at both balance

dates was zero. The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year.

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus

on a winding up of the Group. The Group retains its own ordinary shares, which are used for employee share based payment arrangements. Voting rights

attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit

of the Group.

69
Integrated Annual Report 2021

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 1 August 2021

11.4 Reserves

2021 2020

$ 000 $ 000

Cash flow hedge reserve

6,171 (13,017)

Foreign currency translation reserve

(115)(170)

Total reserves

6,056 (13,187)

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The

cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or

depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement

of changes in equity and accounting policies detailed in note 12.2).

Foreign currency translation

Exchange differences arising on translation of the Group's subsidiary in India are recognised in other comprehensive income and accumulated in a

separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.

11.5 Minority interest

2021 2020

$ 000 $ 000

Opening balance

(794)719

Adjustment on adoption of NZ IFRS 16

- (38)

Net loss attributable to minority interest

(1,441)(774)

Share rights charged to the income statement

93 350

Share rights vested

(1,697)(922)

Minority put options exercised

1,145 -

Dividends paid to minority shareholders

- (129)

Closing balance

(2,694)(794)

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the shareholder owns less than 50% of outstanding shares and has no control

over decisions. Minority interests are measured based on the minority shareholder's proportionate share of the net asset value of the subsidiary and also

includes the accumulated value of unvested shares rights in the minority subsidiary which have been granted and recognised as an employee share

based payment expense.

The fair value of share rights granted in a subsidiary are measured at grant date and recognised as an employee share based payment expense over

the vesting period with a corresponding increase in the minority interest reserve. Upon vesting of these share rights, the balance of the minority

interest reserve relating to the share rights is offset against the proportionate share of the net asset value of the subsidiary acquired by the minority

shareholder, with any difference in the value attributed to settling the commitment transferred to retained earnings.

At balance date the Group's minority interests represent a 50% (2020: 50%) minority shareholding held in ChocolateWorks and a 11.5% (2020: 10.7%)

shareholding in TheMarket.Com (TMC).

TheMarket.com share rights plan

Share rights were provided as a performance incentive to key executives in TMC, an online marketplace start-up venture. In accordance with the share

rights plan participants were collectively transferred a total of 160,000 TMC shares in three equal tranches over the period commencing June 2019 and

concluding in March 2021. The vested shares rights were independently valued at $5.00, $6.37 and $11.53 per share at the date of vesting in June 2019,

March 2020 and March 2021 respectively.

The share rights plan granted the participants put options over a proportion of their vested TMC shares, which could be exercised to fund the participants

tax obligations arising under the plan; and a further full put option over the participant's entire TMC shareholding, exercisable during the 3 years following

March 2021. If the put option is exercised, the Group is required to purchase the TMC shares at a price based on the fair value of the shares at that time, in

consideration for providing the participant with ordinary shares in the Group of equivalent value (using the volume weighted average market price of the

Group’s shares). During the year, participants exercised tax put options representing 23,710 TMC shares which were settled from treasury shares and a full

put option representing 20,810 TMC shares, settled in cash due to restrictions mandated by the Group’s share trading policy. No put options were exercised

last year.

70
The Warehouse Group

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 1 August 2021

12.1 Financial risk factors

The Group’s activities expose it to various financial risks including, liquidity risk, credit risk and market risk. The Group’s overall risk management programme focuses

on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate and

currency fluctuation risks arising from the Group’s sources of finance and foreign currency purchases.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates

and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written

policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and investing excess cash.

Significant judgements and estimates

Valuation

The Group’s derivatives are not traded in an active market which means quoted prices are not available to determine the fair value. To determine the fair value the

Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using the forward exchange

market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based on the applicable market interest

yield rates at balance date. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value measurements as they are not derived from a

quoted price in an active market but rather, a valuation technique that relies on other observable market data.

Hedge effectiveness

When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases to test

if the hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged transaction

to those of the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.

The time horizon was extended to 4 years when the Group tested the hedge effectiveness of its monetised interest rate swaps against projected debt levels.

The Group considers a wide range of factors including the Group’s financial budgets, strategic plans, external benchmarks and historical performance to

formulate these projections. The results of the hedge effectiveness tests indicated the Group's monetised interest rate swaps which were considered to


be effective hedges last year were no longer effective based on the revised debt projections (refer note 12.5).

12.0 FINANCIAL RISK MANAGEMENT

12.2 Derivative financial instruments

Currency ContractsInterest Rate SwapsTotal

2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000$ 000$ 000

Current assets

8,837 243 - - 8,837 243

Current liabilities

(4,353)(17,624)- (9,467)(4,353)(27,091)

Non-current assets

1,310 - - - 1,310 -

Total Derivative financial instruments

5,794 (17,381)- (9,467)5,794 (26,848)

Classified as:

Cash flow hedges

8,572 (15,040)- (3,040)8,572 (18,080)

Fair value hedges

(2,778)(2,341)- - (2,778)(2,341)

Fair value of derivatives that are not hedge effective

- - - (6,427)- (6,427)

Total Derivative financial instruments

5,794 (17,381)- (9,467)5,794 (26,848)

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The

method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item

being hedged. For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management

objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also documented, of

whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash

flows of hedged items.

Cash flow hedge

The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective portion

of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge reserve. The

gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the

forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred in

equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss

existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When

a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income

statement.

Fair value hedge

The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in the fair

value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the

hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the hedge is not fully effective,

then the hedge or portion of the hedge which is not effective is recognised immediately in the Income Statement as a foreign exchange gain or loss.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge

accounting are recognised immediately in the income statement.

71
Integrated Annual Report 2021

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 1 August 2021

+ 10 percent- 10 percent

Foreign currency sensitivity table

NoteAmountProfit Equity Profit Equity

At 1 August 2021

$ 000$ 000$ 000$ 000$ 000

Foreign currency trade creditors

8.3 (93,524)6,121 6,121 (7,482)(7,482)

Derivative financial instruments

Currency forward contracts - cash flow hedges

12.2 8,572 - (21,011)- 25,688

Currency forward contracts - fair value hedges

12.2 (2,778)(6,119)(6,119)7,480 7,480

Total increase/(decrease)

2 (21,009)(2)25,686

At 2 August 2020

Foreign currency trade creditors

8.3 (55,810)3,653 3,653 (4,465)(4,465)

Derivative financial instruments

Currency forward contracts - cash flow hedges

12.2 (15,040)- (20,997)- 25,668

Currency forward contracts - fair value hedges

12.2 (2,341)(3,697)(3,697)4,519 4,519

Total increase/(decrease)

(44)(21,041)54 25,722

Interest rate risk

When the Group had borrowings it used interest swaps to manage its exposure to interest rate volatility arising from the debt. Following a strong trading performance

coming out of last year’s COVID-19 lockdown, the Group was able to fully repay its borrowings and has continued to maintain cash surpluses. The Group's forecast debt

projections indicated that the Group would have no core borrowings for the next two years and on that basis the interest rate swaps were monetised in August 2020.


There was an additional cost ($0.3 million) to close out the interest rate swaps above the carrying value ($9.5 million - refer note 12.2) recorded last year.

A portion of the longer dated monetised interest rate swaps ($3.0 million) were still considered to be hedge effective at that time, however a continuation of the Group’s

strong trading performance caused the Group to reassess its debt projections. The reassessment indicated that these monetised interest rate swaps did not provide an

effective hedge and accordingly an expense of $3.3 million (2020: $6.4 million - refer note 5.0) was recognised for the monetised interest rate swaps which did not qualify

for hedge accounting.

12.3 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial obligations

when they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity position based on expected

cash flows to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group maintains funding flexibility by maintaining

availability using committed credit lines. The Group’s liquidity policy and committed credit facilities at balance date are detailed in note 11.1.

The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities - refer note 10.3).

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying amount

of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in accordance with

specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least A (2020: A).

The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable balances are

monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. As the Group transacts with a diversity of counterparties it does not have

any significant exposure to any individual customers, industry or economic sector.


12.5 Market risk

Foreign exchange risk

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and manage

the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly probable forecast

purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved Treasury Policy to manage this foreign

exchange risk. An independent review of this policy was recently performed to determine if changes to the overseas payment cycle from extending overseas creditor

payment terms last year could affect the way the Group hedges foreign currency purchases. As a result of the review some policy limits were amended in June 2021.

The new policy parameters for hedging forecast currency exposures are:

• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months (previously 40% to 100% for the next 0 to 6 months)

• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months (previously 0% to 85% for the next 7 to 12 months)

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon

Currency position at balance date

Carrying valueNotional amount (NZD)Average exchange rate12 month hedge level

2021 2020 2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000CENTSCENTSPERCENTAGEPERCENTAGE

Currency forward contracts

Buy US dollars/Sell New Zealand dollars

5,794 (17,381)410,086 394,115 0.7049 0.6334 70.9 74.1

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6966 (2020: $0.6628).The following

sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative) impact of reasonably

possible exchange rate movements on after tax profit and equity, with all other variables held constant.

Liabilities/(Assets)

0 - 6 Months7 - 12 Months13 - 18 MonthsTotal

Note2021 2020 2021 2020 2021 2020 2021 2020

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Trade and other payables

8.3 436,579 420,805 - - - - 436,579 420,805

Derivatives - gross settled

(currency forward contracts)

- outflow

12.5 228,007 227,593 154,501 166,522 27,578 - 410,086 394,115

- inflow

(226,957)(219,723)(159,357)(156,910)(28,713)- (415,027)(376,633)

Derivatives - Interest rate swaps

12.2 - 9,467 - - - - - 9,467

Financial Liabilities and derivatives

437,629 438,142 (4,856)9,612 (1,135)- 431,638 447,754

72
The Warehouse Group

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 1 August 2021

13.0 KEY MANAGEMENT

14.0 COMMITMENTS

15.0 CONTINGENT LIABILITIES

16.0 RELATED PARTIES

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial

Markets Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2020: 10) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

During the period the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed.

No amounts owed by related parties have been written off or forgiven during the period.

J W M Journee received an additional fee of $13,750 (2020: $13,200) and R J Tindall received an additional fee of $13,750 (2020: $12,512) in their capacities

as directors of a Group subsidiary company (TheMarket.Com Limited). Last year the Directors reduced their fees by 20 percent in April and May 2020

during the COVID 19 lock-down period.

The Group cancelled last year's annual incentive plan as part of measures taken to reduce operating costs in response to the uncertain trading out-look at

the commencement of the COVID 19 lock-down.

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Directors’ Fees

2021 2020

$ 000$ 000

J Withers (Chair)

166 160

A J Balfour

98 82

W K Easton

79 76

D R Hamilton (appointed April 2020)

96 14

J W M Journee

86 83

J M Raue

101 95

R E Taulelei (appointed February 2021)

38 -

R J Tindall (appointed November 2020)

56 -

K R Smith (retired November 2020)

39 111

Sir Stephen Tindall (retired November 2020)

28 82

Total

787 703

2021 2020

$ 000$ 000

Bank letters of credit issued to secure future purchasing requirements

1,243 2,249

Less included as a goods in transit creditor

- (593)

1,243 1,656

Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited

456 456

Total contingent liabilities

1,699 2,112

Capital commitments

2021 2020

$ 000 $ 000

Within one year

28,759 4,762

Key management

Note2021 2020

$ 000$ 000

Base salary

7,271 8,361

Annual performance based compensation

3,858 -

Three year performance based compensation

3,325 2,536

Share-based compensation

11.5 35 131

Termination benefits

322 630

Total

14,811 11,658

73
Integrated Annual Report 2021

Our opinion

In our opinion, the accompanying financial statements of The Warehouse Group Limited (the Company), including its subsidiaries

(the Group), present fairly, in all material respects, the financial position of the Group as at 1 August 2021, its financial performance and

its cash flows for the 52 week period then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

• the consolidated balance sheet as at 1 August 2021;

●• the consolidated income statement for the 52 week period then ended;

●• the consolidated statement of comprehensive income for the 52 week period then ended;

●• the consolidated statement of changes in equity for the 52 week period then ended;

●• the consolidated statement of cash flows for the 52 week period then ended; and

●• the notes to the financial statements, which include significant accounting policies and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on

Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Code of Ethics for Professional Accountants (including International Independence Standards)

issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of treasury related market analysis, executive remuneration analysis, directors

remuneration benchmarking, agreed upon procedures at the Annual Shareholders’ Meeting and over the calculations of the Negative

Pledge and a tax audit for an overseas subsidiary. In addition, certain partners and employees of our firm may deal with the Group on

normal terms within the ordinary course of trading activities of the Group. These relationships and provision of other services has not

impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current 52 week period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8801, pwc.co.nz

74
The Warehouse Group

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Description of the key audit matterHow our audit addressed the key audit matter

Inventory costing and valuation

As at 1 August 2021, the carrying value of the Group's inventory

was $457.2 million (2020: $393.6 million) with associated

inventory provisions of $22.0 million (2020: $36.9 million).

The Group uses a weighted average method to calculate

the cost of inventory and includes expenditure incurred to

purchase the inventory and transport it to its current location.

In order to measure inventory at the lower of cost and net

realisable value, a provision is deducted from the cost of

inventory and is determined based on various factors

including historical data, current trends and product

information from buyers.

Determining the appropriate level of provisions involves

judgement including management's expectations of future

sales levels and estimation of selling price adjustments. The

inventory provision in the current period decreased from

the prior period to reflect management's best estimate of

net realisable value based on the expected future economic

conditions in an environment that continues to be impacted

by COVID-19.

Due to the significance of the inventory balance and the

judgements involved in estimating inventory provisions, this

is an area of focus for the audit.

Refer to notes 1.5 and 8.1 of the financial statements which

describe the accounting policy on inventory and the

judgements and estimates applied by management to

determine the inventory provision.

Our procedures to audit the cost of inventory included the

following on a sample basis:

●• tested the accuracy of the weighted average cost calculation

by reperforming the calculation;

●• validated the cost of inventory to supplier and freight invoices

and supplier rebate contracts; and

●• attended cycle counts to observe that finished goods have been

counted and any stocktake variances have been appropriately

recorded.

On inventory provisions, we performed the following:

●• gained an understanding of inventory processes and assessed

the design and implementation of relevant inventory controls,

particularly controls over the cyclical counting process;

●• observed management's stocktake process at selected locations

to confirm that aged and clearance items were identified and

accounted for;

●• held discussions with management to understand and corroborate

the assumptions used to estimate inventory provisions;

●• reviewed management's retrospective review of inventory

provisions in the prior period versus inventory write offs in the

current period;

●• tested the net realisable value of finished goods on a sample

basis by comparing its cost with the most recent retail price less

cost to sell and that finished goods were valued at the lower of

cost or net realisable value;

●• reviewed the inventory aging schedules to check whether

provisions were recorded for aged stock in accordance with

Group policy on a sample basis;

●• obtained an understanding of specific inventory provisions

calculated for certain inventory categories;

●• performed a reasonableness test of the shrinkage provision by

comparing against the actual shrinkage for the period;

●• compared all inventory provisions for each inventory category

as a percentage of the gross carrying amount versus the prior

53 week period and understood the rationale for material or

unexpected changes. To assess the reasonableness of certain

categories, we compared the movements in inventory and

inventory provisions against the 29 July 2019 period as the prior

period was impacted by the COVID-19 pandemic; and

• reviewed the financial statements disclosures against the

requirements in the accounting standard.

75
Integrated Annual Report 2021

Overall group materiality: $8.6 million, which represents 5% of a three-period weighted average

profit before tax from continuing operations adjusted for restructuring costs, the COVID-19 wage

subsidy repayment, brand impairments and gains on property disposals. A higher weighting was

applied to the current period.

We chose this approach as it reduces the impact of one-off results which do not reflect the long

term performance of the business.

Full scope audits were performed for two of the five trading entities in the Group based on their

financial significance and representing 94% of the Group’s retail sales for the period;

Specified audit procedures and analytical review procedures were performed on the remaining

entities and on consolidation entries.

As reported above, we have one key audit matter, being:

●• Inventory costing and valuation

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In

particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that

represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether

the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material

if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the

financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality

for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope

of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a

whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

We identified subsidiaries that, due to their financially significant contribution to the Group's overall results, required a full scope audit. In

addition, we also performed specific audit procedures on certain balances and transactions of other subsidiaries. Audits of each subsidiary

are performed at a materiality level calculated with reference to a proportion of the Group materiality relative to the financial significance of

the business concerned.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Materiality

Group Scoping

Key Audit

Matters

Our audit approach

Overview

76
The Warehouse Group

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report,

but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance

conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of

this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance

with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either

intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional scepticism throughout the

audit. We also:

●• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit

procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The

risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control.

●●• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

●●• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

by management.

●●• Conclude on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may

cause the Group to cease to continue as a going concern.

●●• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

●●• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group

to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit.

We remain solely responsible for the audit opinion.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

77
Integrated Annual Report 2021

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during the audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the

audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in the auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in the auditor’s report because the adverse consequences of doing so would reasonably be expected

to outweigh the public interest benefits of such communication.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we

do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work,

for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of:

Chartered Accountants Auckland

28 September 2021

78
The Warehouse Group

(52 weeks)(53 weeks)(52 weeks)(52 weeks)(52 weeks)

2021 2020 2019 2018 2017

$ 000$ 000$ 000$ 000$ 000

Summary Income Statements

The Warehouse

1,804,861 1,706,036 1,705,687 1,695,839 1,738,751

Warehouse Stationery

274,646 268,845 268,592 263,766 278,181

Noel Leeming

1,128,184 1,009,975 924,648 880,453 810,705

Torpedo7

7

158,706 129,901 114,259 106,460 94,655

TheMarket

7

54,455 62,520 58,215 56,942 63,071

Other group operations

7,141 6,673 8,508 9,655 8,603

Inter-segment eliminations

(13,392)(11,120)(8,552)(18,544)(13,195)

Retail sales

3,414,601 3,172,830 3,071,357 2,994,571 2,980,771

The Warehouse

187,621 54,903 85,075 71,440 84,531

Warehouse Stationery

34,325 17,513 16,669 10,590 15,743

Noel Leeming

64,879 34,160 38,103 31,163 19,264

Torpedo7

7

3,287 (17,708)(8,878)(4,106)(1,599)

TheMarket

7

(20,704)(14,820)(4,145)1,526 4,274

Other group operations

(28,803)(24,796)(14,446)(19,171)(14,376)

Retail operating profit

1

240,605 49,252 112,378 91,442 107,837

Adjustments for NZ IFRS 16

1

40,509 40,959 - - -

Gain on disposal of property

- 88 11,761 218 11,455

Restructuring costs

(16,065)(44,195)(15,718)(8,731)(12,060)

Goodwill and brand asset impairment

- (2,545)(5,478)(25,622)-

COVID-19 Wage Subsidy

(67,550)67,550 - - -

Changes in fair value of financial instruments

(3,340)(6,427)- - -

Earnings before interest and tax

194,159 104,682 102,943 57,307 107,232

Net interest expense

2

(37,458)(46,710)(8,879)(9,165)(12,527)

Profit before tax

156,701 57,972 94,064 48,142 94,705

Income tax expense

(40,491)(14,305)(26,621)(20,636)(23,691)

Profit after tax

116,210 43,667 67,443 27,506 71,014

Discontinued operations (net of tax)

- 31 (1,928)(4,386)(50,283)

Minority interests

1,441 774 (133)(242)(302)

Profit attributable to shareholders

117,651 44,472 65,382 22,878 20,429

Adjusted profit reconciliation

Unusual items (detailed above)

86,955 (14,471)9,435 34,135 605

Adjustment for NZ IFRS 16

1

(2,012)154 - - -

Income tax relating to unusual items

(27,079)1,984 (2,642)(2,384)(3,132)

Discontinued operations (net of tax)

- (31)1,928 4,386 50,283

Adjusted net profit

175,515 32,108 74,103 59,015 68,185

The Warehouse

Operating margin (%)

10.4 3.2 5.0 4.2 4.9

Sales growth (%)

5.8 - 0.6 (2.5)(0.2)

Number of stores

9092 93 93 92

Store footprint (square metres)

487,553 498,955 501,537 505,645 501,807

Warehouse Stationery

Operating margin (%)

12.5 6.5 6.2 4.0 5.7

Sales growth (%)

2.2 0.1 1.8 (5.2)(0.3)

Number of stores

70 71 70 70 69

Store footprint (square metres)

63,684 67,239 70,550 71,491 73,216

Noel Leeming

Operating margin (%)

5.8 3.4 4.1 3.5 2.4

Sales growth (%)

11.7 9.2 5.0 8.6 7.8

Number of stores

71 74 77 74 77

Store footprint (square metres)

83,672 77,281 80,273 76,055 73,591

Dividend distributions

Special (cents per share)

5.0 - - - -

Interim (cents per share)

13.0 - 9.0 10.0 10.0

Final (cents per share)

- - 8.0 6.0 6.0

Ordinary dividends declared (cents per share)

18.0 - 17.0 16.0 16.0

Basic earnings per share (cents)

34.1 12.9 18.9 6.6 5.9

Basic adjusted earnings per share (cents)

50.8 9.3 21.5 17.1 19.8

Annual 5 Year Summary

79
Integrated Annual Report 2021

2021 2020201920182017

$ 000$ 000$ 000$ 000$ 000

Summary Balance Sheets

Inventories

457,151 393,610 517,758 523,840 487,274

Trade and other receivables

79,277 84,263 90,670 79,758 75,632

Creditors and provisions

(534,465)(505,661)(434,616)(367,002)(336,451)

Working capital

1,963 (27,788)173,812 236,596 226,455

Fixed assets

288,654 259,741 271,172 272,944 273,300

Held for sale

- - - 3,674 71,699

Funds employed

290,617 231,953 444,984 513,214 571,454

Taxation assets

5

75,242 90,823 37,762 32,030 45,870

Derivative financial instruments

5,794 (26,848)(46)16,400 (19,265)

Right of use assets

3

736,524 774,175 - - -

Goodwill and Brand Names

72,956 72,956 75,501 80,979 106,601

Capital employed

1,181,133 1,143,059 558,201 642,623 704,660

Net debt

(160,526)(168,068)76,168 162,339 218,271

Lease liability

4

892,191 934,788 - - -

Equity attributable to shareholders

452,162 377,133 481,314 479,405 485,522

Minority interest

(2,694)(794)719 879 867

Sources of funds

1,181,133 1,143,059 558,201 642,623 704,660

SUMMARY CASH FLOW

Trading EBITDA

430,417 244,863 172,991 151,072 166,213

Change in trade working capital

(31,028)197,634 77,249 (5,853)21,661

Income tax paid

(32,132)(19,879)(26,540)(14,082)(27,454)

Net interest paid

(37,910)(46,616)(8,657)(9,307)(16,008)

COVID-19 Wage subsidy

(67,550)67,550 - - -

Restructuring costs

(16,065)(38,712)(15,718)(8,731)(12,397)

Other items

1,529 3,166 (1,332)(5,185)(3,927)

Operating cash flow

6

247,261 408,006 197,993 107,914 128,088

Capital expenditure

(83,180)(64,513)(61,326)(70,229)(70,575)

Proceeds from divestments

190 12,008 3,710 74,680 79,714

Lease principal repayments

6

(99,383)(83,833)- - -

Net dividends paid

(62,170)(27,782)(52,264)(55,785)(52,466)

Other items

(10,260)350 (1,942)(648)(3,052)

Net cash flow

(7,542)244,236 86,171 55,932 81,709

Opening debt

168,068 (76,168)(162,339)(218,271)(299,980)

Closing debt

160,526 168,068 (76,168)(162,339)(218,271)

Notes

In the 2020 financial year the Group adopted NZ IFRS 16 “Leases” which recognised lease liabilities in relation to leases which had previously been classified

as ‘operating leases’ under NZIAS 17. This makes the comparability between financial years prior to the adoption of NZ IFRS 16 difficult. NZ IFRS 16 required

the Group to recognise a ‘lease liability’ reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts and resulted in a significant

increase in the Group's deferred tax asset. The income statement was impacted by the recognition of additional interest and depreciation expenses and the

removal of the previous rental expense.

1. Adjusted to exclude the impact of NZ IFRS 16

2. Includes NZIFRS 16 lease liability interest expense from 2020

3. Right of use assets relate to adoption of NZ IFRS 16 from 2020

4. Lease liabilities relate to adoption of NZ IFRS 16 from 2020

5. Deferred taxation assets include impact of adopting NZ IFRS 16

6. Prior to the adoption of NZ IFRS 16 lease principal repayments were classified as operating cash flows

7. Prior years have been restated to move the 1-day business from the Torpedo7 segment to TheMarket.com segment as a result of an organisational change.

Non-GAAP financial information

The numbers in the five year summary are largely extracted from the Group’s audited financial statements, but also include a number of non-GAAP financial

measures which the Group uses internally as it considers these line items provide a better measure of underlying business performance and improves multi-

year comparability. These non GAAP measures are not prepared in accordance with NZ IFRS and may not be comparable to similarly titled amounts reported

by other companies. The Group’s policy regarding unusual items and adjusted net profit are detailed in note 5.0 of the financial statements.

80
The Warehouse Group

GOVERNANCE

REPORT

At The Warehouse Group we are

committed to high standards of

corporate governance.


We believe it is a critical component in creating sustainable long-term

value for our shareholders, building strong relationships with team members,

improving the experience we offer our customers and contributes to our

place within the wider community.

In this section we introduce you to our Leadership Squad, our Board of

Directors, Governance Statement, Remuneration Policy and report, Director’s

and other disclosures, information for security holders, sustainability index

and a directory to help you contact us.

This statement gives an overview of the policies and processes that are in place throughout The Warehouse Group

Limited (the Company) that ensure best-practice standards of corporate governance are followed. We support

and comply with the NZX Corporate Governance Code 2020 (the NZX Code). This statement follows the structure

of the Code and addresses its recommendations. As at the date of the publication of this Annual Report, the

Company considers its governance practices are compliant with the NZX Code. This governance statement was

approved by the Board on 28 September 2021 and is current as at that date. The Company’s constitution,

the Board and committee charters, codes and policies referred to in this statement are available to view at

www.thewarehousegroup.co.nz/about-us/corporate-governance

81
Integrated Annual Report 2021

82
The Warehouse Group

Front: Tania Benyon, Stewart Smith, Michelle Anderson (L to R)

Middle: Nicholas Falconer, Jonathan Waecker, Nick Grayston, Jonathan Oram

Back: Richard Parker, Justus Wilde, Edwin Gear

Absent: Simon West

LEADERSHIP

SQUAD

Leadership Squad

83
Integrated Annual Report 2021

LEADERSHIP

SQUAD

Nick Grayston Chief Executive Officer Nick’s role as leader of the business means

he is focused on building a profitable business, driving operational improvement

and leading a high-performing team, all by putting our customers at the heart of

everything that we do.

Jonathan Oram Chief Financial Officer Jonathan’s responsibilities include business

advisory, financial reporting and planning, risk and compliance and governance across

the Group.

Tania Benyon Chief Product Officer Tania is responsible for sourcing and

building the best assortment of products for customers across our The Warehouse,

Warehouse Stationery and Noel Leeming brands, and ensuring these are delivered

in the most efficient and timely fashion.

Jonathan Waecker Chief Customer Officer Jonathan is responsible for attracting,

engaging and retaining customers through marketing, communications, customer

experience, insights, data science, and eCommerce activities, leading brand

strategy and customer engagement across the Group.

Michelle Anderson Chief Digital Officer Michelle is responsible for leading the

development and execution of digital customer experiences and data strategy

across the Group as well as Customer Care.

Edwin Gear Chief Information Officer Edwin is responsible for leading the

information services team, ensuring systems security and business continuity


while leading technology transformation into the future.

Richard Parker Chief Human Resources Officer Richard is responsible for

attracting and retaining world-class retail talent and with ensuring that the Group


is the best place to work in New Zealand for all our team members.

Stewart Smith General Manager Strategic Projects Stew is responsible

for guiding the business in key strategic growth domains and new venture

developments.

Nicholas Falconer Chief of Staff Nicholas is responsible for helping to guide the

business strategy, drive performance, and implement the agile business structure.

Justus Wilde CEO TheMarket.com Justus is the CEO of our digital marketplace

platform and is responsible for leading and building this platform as the digital

future of shopping.

Simon West CEO Torpedo7 Simon is the CEO of our outdoor adventure brand

Torpedo7 and is responsible for leading that business with a focus on building a

profitable business and driving operational turn around.

Our Leadership Squad (LS) ensures our business

is positioned for continued success and able

to take advantage of future opportunities,

while mitigating challenges as they arise.

They leverage a 'collective leadership model', which moves past hierarchical

command and control structures to lead through sponsorship of business areas and

enabling team members to perform at their best. This model focuses on working

together to lead the business forward in an ever-changing environment, with most

areas of our business having two Leadership Squad co-sponsors.

84
The Warehouse Group

OUR BOARD

INTERNAL

• Corporate Governance and

Nomination Committee (Chair)

• Audit and Risk Committee

• Disclosure Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Sky Network Television Limited

• ANZ Bank NZ Limited

• Sweet Louise Foundation

• Origin Energy Limited

INTERNAL

• Disclosure Committee

• Corporate Governance and

Nomination Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

• TheMarket.com Board


OTHER DIRECTORSHIPS

• K One W One Limited

• The Tindall Foundation

• Foundation Services Limited

Joan has been a professional

director for more than 20 years and

spent over 25 years working in the

media industry, previously holding

CEO positions at The Radio Network

and Fairfax Media. In addition to

her Chair role with The Warehouse

Group, Joan is also a director of

ANZ Bank NZ Limited, Origin Energy

Limited and Sky Network Television

Limited. Joan has previously held

Chair positions at Television New

Zealand Limited and Auckland

International Airport.

Joan is a Trustee of the Sweet

Louise Foundation and is Chair of

a steering committee working to

increase the percentage of South

Auckland Māori and Pacific Island

students taking up roles in the

health sector.

Robbie was elected as a Director of

the Group in November 2020, having

previously been Sir Stephen Tindall’s

alternate and attending meetings

since his appointment in 2011.

Robbie studied Arts and Science

at the University of Auckland

before spending eight years at

The Warehouse in various

merchandise and buying roles.

Today he works for K One W

One Limited, a family investment

company working alongside – and

investing in – some of New Zealand’s

most exciting technology and

innovation companies as they grow

and seek to go global. Robbie is also

a Trustee of The Tindall Foundation.

Joan Withers

MBA, CFinstD

Chair & Independent

Non-Executive Director

Robert (Robbie) Tindall

BA, BSc

Non-Executive Director

John has had an extensive retail

career, which includes executive

experience across sectors that

span general merchandise,

fashion apparel, FMCG, consumer

electronics, telecommunications,

hospitality and electricity retailing.

Over his 30-year career he has spent

15 years with The Warehouse Group,

starting as a joint-venture partner

in 1990 and progressing through

senior roles in operations, marketing,

merchandise, international sourcing

and business development. John

has also had CEO roles with Noel

Leeming and foodservice distributor

Southern Hospitality.

INTERNAL

• Audit and Risk Committee

• Health, Safety and Wellbeing

Committee

• TheMarket.com Board

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Vanishing Point Limited

• Farmlands Society

• Colonial Motor Company Limited

• Quantiful Limited (Member,

Advisory Board)

• West Auckland Trust Services

Limited

John Journee

BCom, CFinstD, MAICD

Independent

Non-Executive Director

Corporate Governance

85
Integrated Annual Report 2021

INTERNAL

• Health, Safety and Wellbeing

Committee (Chair)

• Audit and Risk Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Z Energy Limited

• Jade Software Corporation

Limited

• Southern Cross Healthcare

Limited

• Trustee - Southern Cross Health

Trust

• Trustee – Global Women NZ

Julia has extensive digital,

customer, data, information

technology, strategy and business

transformation experience across

a number of sectors including

airline, telecommunications, local

government and not-for-profit in

New Zealand and Australia.

She has a strong track record

of delivering award-winning

innovative customer-facing

products and services. Julia has

been a professional director for six

years. Previously, Julia was the

Chief Information Officer of Air

New Zealand, and she was awarded

the New Zealand CIO of the Year

award in 2009.

Julia Raue

CMinstD, GAICD

Independent

Non-Executive Director

INTERNAL

• People and Remuneration

Committee (Chair)

• Corporate Governance and

Nomination Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Les Mills International Limited

• Wayfare Limited

• BLIS Technologies Limited

• Pioneer Energy Limited

Tony has extensive global retail

and eCommerce experience with

a strong track record in a diverse

range of industries.

Most recently, he was General

Manager (Markets) for Icebreaker

Clothing with responsibility for the

company’s global business units

in New Zealand, Australia, USA,

Canada, Europe and Asia as well as

the launch of the company’s rapidly

growing eCommerce and retail

business units. His prior experience

includes senior roles in Monster.com

and Seek.com, both successful

online recruitment platforms; and

nine years in global senior roles with

Nike, including General Manager of

Asia Pacific.

Antony (Tony) Balfour

BCom

Independent

Non-Executive Director

INTERNAL

• Health, Safety and Wellbeing

Committee

• People and Remuneration

Committee

OTHER DIRECTORSHIPS

• Facebook Pty Limited

• Meandu Australia Pty Limited

Will is a seasoned business leader

and has an extensive track record

of driving growth across emerging

markets and technologies. He is

currently Managing Director of

Facebook for Australia and New

Zealand and was previously Vice

President at Facebook for Asia

Pacific Emerging Markets. Other

roles in his portfolio include

Regional Director at Google for

Mobile and Social in the Asia

Pacific region and Director of

Sales at Microsoft in the Consumer

Products Division.

Will has a passion for the retail

industry and has worked closely

with retailers throughout his

career. He started his career

with Coca-Cola as a Retail Sales

Manager and believes that there

are more opportunities than risks

in retail, provided retailers focus on

improving organisational designs.

William (Will) Easton

Independent

Non-Executive Director

Corporate Governance

86
The Warehouse Group

INTERNAL

• Audit and Risk Committee

(Chair)

• Health, Safety and Wellbeing

Committee

• Disclosure Committee (Chair)

• Corporate Governance and

Nomination Committee

OTHER DIRECTORSHIPS

• Fulton Hogan Limited (Chair)

• Auckland International Airport

Limited

• Tappenden Holdings Limited

INTERNAL

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee (Chair)

OTHER DIRECTORSHIPS

• New Zealand APEC Business

Advisory Council (Chair)

• Wellington Regional Stadium

Trust (Chair)

• Young Enterprise Trust

• Advisor - Movac

• Limited Partner, Movac Fund 5 LP

Caroline is currently the Country Director for

Google NZ, where she is responsible for driving

the overall revenue and business strategy for

New Zealand, and in partnering with Government,

policy teams and New Zealand business

leaders she is focused on helping New Zealand

businesses grow and transform in the digital age.

Prior to joining Google in 2017, Caroline was the

Marketing and Product Director for the Latitude

NZ (previously GE Capital) business as well as

the Brand Director for the Australian and New

Zealand region. Her earlier career included roles

with Philips Royal Electronics in the Middle East,

Turkey and Africa.

Caroline holds a Bachelor of Commerce (Hons)

from the University of Auckland.


Renee has extensive experience in business

transformation, corporate strategy and technology

innovation. Renee is the Technology Lead for Spark

NZ with responsibility for technology innovation

across Spark. She has also played a key leadership

role in the organisation's transition to agile.

Renee's experience includes roles with Air

New Zealand and Macquarie Group. Renee

holds a Bachelor of Engineering (Hons) and a

Postgraduate Diploma in Business Administration

from Massey University.

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 M&A,

capital management, corporate

restructuring and capital raising.

Rachel is a prominent business

leader and a strong advocate for

the Māori economy, values-based

business models, and our food and

beverage industry.

Her commitment to kaitiakitanga has

been evident throughout her career,

as founder of sustainable seafood

company Yellow Brick Road in 2006,

to her time as CEO of Māori-owned

food and beverage company Kono,

and now in her current role as co-

founder of business design and brand

strategy firm Oho.

She has held a number of governance

roles, with a particular expertise in

primary industries. She presently

chairs the APEC Business Advisory

Council and the Wellington Regional

Stadium Trust, serves as a member

on the board of the Young Enterprise

Trust, and acts as an advisor to

venture capital firm Movac.

Renee Mateparae

BEng

Future Director

Tenure ended: 1 September 2021

Caroline Rainsford

BCom

Future Director

Appointed: August 2021

Dean Hamilton

BCA

Independent

Non-Executive Director

Rachel Taulelei

Ngāti Raukawa ki te Tonga, Ngāti Rārua

LLB

Independent

Non-Executive Director

Corporate Governance

87
Integrated Annual Report 2021

Corporate Governance

this purpose in a way that is consistent with the Board and Management's

fiduciary duties and the stewardship of shareholders.

The Board Charter, last approved in May 2020 and available in the Corporate

Governance section of the website, sets out how the Board will achieve

its purpose. The Charter is reviewed at least every two years. The Board’s

responsibilities contained in the Charter are covered in the below table.

Management and administration of the Company is undertaken by the

Group CEO, who is assisted by the Leadership Squad, in accordance with

the strategy, plans and delegations approved by the Board. The Board has

implemented appropriate procedures to enable management to undertake its

delegated duties and for performance to be assessed. More information can

be found in the Remuneration section on page 97.

The Board

The Board comprises eight directors: Joan Withers (Chair), Dean Hamilton,

John Journee, Tony Balfour, Robbie Tindall, Julia Raue, Will Easton and

Rachel Taulelei. Renee Mateparae was the Future Director and her tenure

ended on 1 September 2021. Caroline Rainsford has been appointed as the

new Future Director. Director profiles are available on pages 84 to 86.

Chair

Joan Withers is Chair of The Warehouse Group Board, first appointed in 2016,

and is an independent, non-executive director whose responsibilities include:

• providing leadership to the Board and to the Company;

• ensuring the efficient organisation and conduct of the Board;

• monitoring Board performance annually;

• facilitating Board discussions to ensure core issues facing the Company

are addressed;

• briefing all Directors in relation to issues arising at Board meetings;

• facilitating the effective contribution and ongoing development of all

Directors;

• promoting consultative and respectful relations between Board members

and between the Board and Management; and

• chairing Board and shareholder meetings.

The Warehouse Group Board Charter states the Company’s Chair must not

be the same person who is the Company’s Chief Executive Officer.

Director Appointments

Procedures for the appointment and removal of Directors are governed

by the Company's Constitution and the NZX Listing Rules. The Corporate

Governance and Nominations Committee is delegated with the responsibility

of identifying and nominating, for the approval of the Board, candidates to fill

Board vacancies as and when they arise. In doing so the Committee will seek

to identify the necessary and desirable competencies that will ensure that

any candidate it puts forward will enable the Board to:

• fulfil its responsibilities;

• represent a variety of skills, expertise, experience (including commercial

and/or industry experience and diversity of backgrounds and thought); and

Strategy and

Planning

• set strategic direction and appropriate operating frameworks;

• monitor management’s performance within those frameworks;

People Resources• ensure that the Board is and remains appropriately skilled to meet the changing needs of the Company;

• ensure there are adequate resources available to meet the Company’s objectives;

• appoint and remove the Group CEO and oversee succession plans for the leadership squad,

• set criteria for, and evaluate the performance of, the Group CEO and approve his or her remuneration;

• annually review, approve and adopt the Diversity policy and diversity objectives, and measure achievement against the objectives;

Financial

Performance and

Risk

• approve and monitor financial reporting and capital management including the payment of dividends;

• monitor the financial solvency of the Company;

• subject to shareholder approval being granted, approve the appointment and retention of the external auditor;

• ensure that effective risk management procedures are in place and are being used;

Health and Safety• ensure, so far as is reasonably practicable, a safe and healthy working environment is provided and maintained for all employees,

customers, contractors and visitors;

Ethical Behaviour

and Corporate

Governance

• promote and authorise ethical and responsible decision-making by the Company;

• ensure the Company has appropriate corporate governance structures in place including standards of ethical behaviour;

• approve timely and balanced communication to shareholders.

BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence,

skills, knowledge, experience and perspectives.”

Responsibilities of the Board

The central role of the Board is to set the strategic direction, to select

and appoint the Company’s Group Chief Executive Officer (CEO) and

to oversee the Company’s management and business activities with the

primary objective to create and continue to build sustainable value for

shareholders. This requires consideration of and regular engagement with all

the stakeholders that are critical to our success (shareholders, employees,

customers, suppliers, communities and society at large) as determined

by the Company and the Board using their business judgment. We fulfill

• competently address accounting, finance and legal matters.

The terms and conditions of appointment are set out in a letter of

appointment which details the Director’s duties, term of appointment

(subject to shareholder approval), expectations of the role and

remuneration. A copy of the standard letter is available in the Corporate

Governance section of the website.

The Company indemnifies and provides insurance to Directors in accordance

with the Companies Act 1993 for certain claims which may be brought

against them as Directors.

Director Induction and Development

When appointed to the Board, all new Directors undergo a detailed

induction programme to familiarise them with the Company’s businesses

and strategy.

Ongoing training includes briefings by senior management and guest

speakers on relevant industry and competitive issues, occasional overseas

study tours and site visits. Directors are actively encouraged to attend.

Director Independence and Conflicts

The Board’s standards for determining the independence of a Director,

including the requirements of the NZX Listing Rules, are set out in full in the

Board Charter.

Under these criteria, the Board has a majority of independent Directors and

the roles of Chair and Group Chief Executive Officer (CEO) are not exercised

by the same person.

Of the Board's eight Directors. Joan Withers (Chair), Dean Hamilton, Antony

(Tony) Balfour, John Journee, Julia Raue, William (Will) Easton and Rachel

Taulelei are considered to be independent non-executive Directors. Robert

(Robbie) Tindall is not deemed to be independent by virtue of associated

shareholdings in the Company. The Board assesses the independence of

directors on their appointment and at least annually thereafter.

The Board is conscious of its obligations to ensure that Directors avoid

conflicts of interest between their duty to the Company and their own

interests. Where conflicts of interest do exist at law then the Director

must disclose their interest. Directors and team members are required to

minimise any potential conflicts in line with the Company’s Code of Ethics.

88
The Warehouse Group

Relevant Board Skills to

execute Group Strategy

Joan

Withers

Will

Easton

John

Journee

Robbie

Tindall

Julia

Raue

Tony

Balfour

Dean

Hamilton

Rachel

Taulelei

Industry specific

Operational experience in the retail

industry

Brand, marketing and customer

experience

Omni-channel retail experience

Digital and technology

experience

Direct sourcing experience

Logistics experience

Specific to Group strategy

Development of a high

performance culture

Senior leadership of change

management at scale

Transformation and business

disruption experience

Innovation and entrepreneurism

Government relations

Union relations

Environment and Corporate

Social Responsibility experience

Subject matter expertise

Development and execution

of business strategy

Governance experience

Large company leadership

experience

Finance/accounting expertise

Audit committee/ risk

management experience

Regulatory knowledge and

experience

Health and safety experience

HR/learning and development

experience

Financial markets experience

Iwi relationships and connectivity

Shareholder and investor relations

experience

Primary skills

Secondary skills

BOARD SKILLS MATRIX

Governance plays a critical role in business and stakeholders deserve the highest standards of corporate governance from

their boards.

Our Board skills and diversity self-assessment found that the Board holds many strong attributes with a diverse mix of skills

among the Directors. This will help drive the Group to achieve our strategy through great execution, brand marketing and

customer experience.

Corporate Governance

89
Integrated Annual Report 2021

Name of

Director

Originally

Appointed

Last Reappointed/

Elected

Joan Withers23 September 201622 November 2019

Julia Raue23 September 201622 November 2019

Antony (Tony) Balfour15 October 201223 November 2018

John Journee17 October 201323 November 2018

William (Will) Easton3 October 201823 November 2018

Dean Hamilton20 April 202027 November 2020

Robbie Tindall

27 November 202027 November 202027 November 202027 November 2020

Rachel Taulelei12 February 2021

Tenure

0-3 years

4-6 years

7+ years

Future Directors Programme

Continuing the Company’s commitment to supporting the next generation

of governance talent in New Zealand, the Board appointed Ms Caroline

Rainsford in August 2021 as part of the Future Directors initiative

administered by the Institute of Directors in New Zealand. Ms Rainsford

attended her first Board meeting on 31 August 2021 and her appointment

will continue through to February 2023.

The Company thanks Renee Mateparae, whose tenure as Future Director

ended on 1 September 2021, for her contribution and enthusiasm while

serving in this position.

Board Structure, Skills and Composition

The current Board comprises Directors with a mix of qualifications, skills

and experience appropriate to the Company’s existing operations and

strategic directions. Qualifications and experience of individual Directors

are detailed on pages 84 to 86. A comprehensive matrix of Director skills

is on the preceding page.

Board Evaluation

The Chair, with the assistance of appropriate external advisors, regularly

assesses the performance of individual Directors whilst Directors also

assess the collective performance of the Board and the performance of the

Chair. A formal evaluation is regularly conducted with assistance from an

outside facilitator.

Board Tenure

The Constitution provides that the minimum size of the Board shall not

at any time be less than five and the Board has fixed the maximum

number of directors to be 10. Each year, any Director who is required

by the NZX Listing Rules or the Company’s Constitution to retire will

retire from office and may offer themselves for re-election at the Annual

Shareholders' Meeting.

COMMITTEEROLES AND RESPONSIBILITIESMEMBERSHIPMEETINGS

People and

Remuneration

Committee

Review and make recommendations in relation

to the human resources strategy, the Company’s

remuneration policies and practices and the

remuneration and performance of the Group Chief

Executive Officer.

Comprised of a majority of non-executive,

independent directors.

Current members:

• Tony Balfour (Chair)

• Joan Withers • Will Easton

• Robbie Tindall • Rachel Taulelei

At least twice a year.

Corporate

Governance and

Nominations

Committee

Ensure a high level of corporate governance

through continuous monitoring of international

corporate governance best practice as promulgated

by the relevant authoritative bodies. Ensure that

the Board is populated with an appropriate mix of

skills and experience who collectively provide the

diversity of thought and judgement required.

Comprised of a majority of independent directors.

Current members:

• Joan Withers (Chair)

• Tony Balfour

• Dean Hamilton

• Robbie Tindall

At least once a year.

Disclosure

Committee

Support the Company in meeting its disclosure

obligations as set out in the NZX Listing Rules,

the Companies Act 1993 and any other applicable

regulations by overseeing the Company’s compliance

with this Policy.

Comprised of the Board Chair, Chair of the Audit and

Risk Committee, independent directors, Group Chief

Executive Officer, Chief Financial Officer and

Disclosure Officer.

Current members:

• Dean Hamilton (Chair)

• Joan Withers • Robbie Tindall

• Group CEO, CFO and Company Secretary

Held as required.

Audit and Risk

Committee

Assist the Board to fulfil its risk and audit

responsibilities.

Comprised of at least three independent directors.

The Chair will be independent and may not be the

Chair of the Company.

Current members:

• Dean Hamilton (Chair) • Joan Withers

• John Journee • Julia Raue

At least three times

each year.

Health, Safety

and Wellbeing

Committee

Assist the Board to govern health, safety and

wellbeing.

Comprised of all Directors.

Chair:

• Julia Raue

At the discretion of

the Committee Chair.

Environmental

and Social

Sustainability

Committee

Assist the Board to govern the Company's

environmental, social and sustainability

responsibilities.

Comprised of a majority of independent directors and

the Group Chief Executive Officer.

• Rachel Taulelei (Chair)

• Tony Balfour • John Journee

• Joan Withers • Julia Raue

• Group CEO

At least four times

each year.

Corporate Governance

The Board does not believe that any Director has served on the Board for a

period which could, or could reasonably be perceived to, materially interfere

with the Director’s ability to act in the best interests of the Company. The

Board considers that Directors retain independence of character and

judgement regardless of length of service.

90
The Warehouse Group

Board

Audit

and Risk

Committee

People and

Remuneration

Committee

Corporate

Governance and

Nomination

Committee

Health, Safety

and Wellbeing

Committee

Disclosure

Committee

Environmental

and Social

Sustainability

Committee

7

Number of Meetings

18642270

Joan Withers

1864227

Tony Balfour

142

1

4211

1

John Journee

1762

1

2

Keith Smith

4

72211

Sir Stephen Tindall

2

Robbie Tindall

183

1

4127

Will Easton

16

Dean Hamilton

166


16

Julia Raue

1651

5

1

Rachel Taulelei

3

81

1

2

6

1

1

Non-committee member in attendance

2

Leave of Absence – August 2020 to November 2020. Retired from the Board in November 2020

3

Joined Board in February 2021

4

Retired from Board in November 2020

5

Julia Raue was a People and Remuneration Committee member for 3 months

6

Rachel Taulelei attended People and Remuneration Committee once as a non-member and once as a committee member

7

Environmental and Social Sustainability Committee formed in June 2021. The first meeting was held after year end.

BOARD COMMITTEES

The table below outlines the number of meetings of the Board and Board Committees during the year ended 1 August 2021 and director attendance at

these meetings.

BOARD COMMITTEES

“The Board should use committees where this will enhance its effectiveness

in key areas, while still retaining Board responsibility.”

The Board has established committees that focus on particular areas of

the Board’s responsibilities and together ensure the efficient performance

of the Board, and the achievement of Corporate Governance outcomes.

The committees report to the full Board on all material matters and issues

requiring Board decisions. From time to time, the Board may create ad hoc

committees to examine specific issues on its behalf.

Current Committees

The current committee structure is set out in the table above.

RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by

the issuer and how to manage them. The Board should regularly verify that

the issuer has appropriate processes that identify and manage potential and

material risks.”

Risk Management Framework

Risk is the chance of something happening that will have an impact on

business objectives. Having established an acceptable risk tolerance, the

Company’s approach is to identify, analyse, evaluate and appropriately

manage risk in the business.

The Company recognises three main types of risk:

• Operational risk – risk to earnings and reputation arising from inadequate

or failed internal processes, people and systems or from external events;

• Business risk – risk to earnings and reputation from business event risk,

legal, compliance or regulatory risk; and

• Market risk – risk to earnings and reputation arising from competitor

activity, product risk and risk associated with changes in financial markets

(such as interest rate, foreign exchange and liquidity risk).

Material Risks Identified

Information on material risks the business faces and how they are managed,

are outlined on page 31.

Risk Management Roles and Responsibilities

The Board is responsible for reviewing and approving the Company’s risk

management strategy. The Board delegates day-to-day management of risk

to the Group CEO who may further delegate such responsibilities to executive

and other officers. Inherent in this delegation is the belief that responsibility for

managing risks in the business is the domain of the business unit.

Risk Monitoring and Evaluation

While the Board is ultimately responsible for the risk management of

the Company, the Audit and Risk Committee reviews the reports of

Management and the external and internal auditors on the effectiveness

of systems for internal control, financial reporting and risk management.

To assist in discharging this responsibility, the Board has in place a

number of strategies designed to safeguard the Company’s assets and

interests and ensure the integrity of reporting. These reports include

quarterly reviews of store audit results and quarterly reports on internal

audit findings.

Health and Safety

The Company’s approach and process on health and safety initiatives can be

found on pages 40 to 42.

Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993 and the

Constitution of the Company, the Company has provided insurance for, and

indemnities to, Directors and employees of the Group and its subsidiaries

for losses from actions undertaken in the course of their legitimate duties.

The insurance includes indemnity costs and expenses incurred to defend

an action that falls outside the scope of the indemnity.

Corporate Governance

91
Integrated Annual Report 2021

DIVERSITY

Diversity of gender, skill, age, experience and beliefs are valued and the

provision of equal opportunities for all employees and those looking to

join the Company is fundamental to the way we operate as a business.

For the year ended 1 August 2021 the Board is satisfied that the Company

achieved its gender diversity objectives and other measurable objectives.

Details regarding the Company’s Diversity Policy, goals and performance

criteria are detailed on page 93.

AUDITORS

“The Board should ensure the quality and independence of the external

audit process.”

Approach to Audit Governance

The independence of the external auditor is of particular importance to

shareholders and the Board. The Audit and Risk Committee is responsible

for overseeing the external audit of the Company. Accordingly, it monitors

developments in the areas of audit and threats to audit independence to

ensure its policies and practices are consistent with emerging best practice

in these areas.

The Board has adopted a policy on audit independence, the key elements of

which are:

• the external auditor must remain independent of the Company at all times

and comply with the Chartered Accountants Australia and New Zealand

(CAANZ) Code of Ethics;

• the external auditor must monitor its independence and annually report to

the Board that it has remained independent;

• the audit firm is permitted to provide certain non-audit services, set

out in the Audit and Risk Committee Charter, that are not considered

to be in conflict with the preservation of the independence of the

auditor; and

• the Audit and Risk Committee must approve significant permissible non-

audit work assignments that are awarded to an external auditor, and the

value of non-audit work must be reported at every Board meeting.

Corporate Governance

Engagement of the External Auditor

The Company’s external auditor is PricewaterhouseCoopers (PwC). PwC

was appointed by shareholders at the 2004 Annual Meeting in accordance

with the provisions of the Companies Act 1993 (Act). PwC is automatically

reappointed as auditor under section 207T of the Act.

Attendance at the Annual Shareholders' Meeting

PwC, as auditor of the 2021 Financial Statements, has been invited to attend

this year’s Annual Shareholders Meeting and will be available to answer

questions about the conduct of the audit, preparation and content of the

auditors’ report, accounting policies adopted by The Warehouse Group

Limited and the independence of the auditor in relation to the conduct of

the audit.

The Company’s corporate legal advisors, Russell McVeagh, will also attend

the Annual Shareholders' Meeting.

Internal Audit

The Company has an internal audit function which is independent of the

Company’s external auditors. The internal audit function of the Company is

undertaken by Ernst & Young and the Company’s own internal audit team.

The respective internal audit teams report to and are directed by the Audit

and Risk Committee.

Each year, the internal audit programme is approved by the Audit and Risk

Committee. The programme of audit work considers the most significant

areas of business risk in the Company and is developed following discussions

with senior management, review of the business process model of the

Company and consideration of the findings of the strategic risk assessment.

The programme considers risks also in relation to major projects that are

planned or currently under way.

The role of internal audit is to:

• assess the design and operating effectiveness of controls governing key

operations, processes and business risks;

• provide the Board with an assessment, independent of management, as to

the adequacy of the Company’s internal operating and financial controls,

business processes, systems and practices; and

• assist the Board in meeting its corporate governance and regulatory

responsibilities.

92
The Warehouse Group

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster constructive

relationships with shareholders that encourage them to engage with the issuer.”

The Company is committed to providing a high standard of communication

to its investors. The Company believes effective communication

achieved by equal access to timely, accurate and complete information

allows investors to make informed assessments of the Company’s value

and prospects. Investor communication is governed by the Investor

Communications Policy.

The Company has an investor relations programme which includes

communication through:

• periodic and continuous disclosure to the NZX;

• annual reports;

• the Annual Shareholders’ Meeting (ASM);

• the Company’s website which includes financial and operational

information, and key Corporate Governance information; and

• analyst and investor briefings and roadshows.

Engagement with Investors

The Company values its dialogue with strategic stakeholders, institutional

and retail investors, and believes effective engagement benefits

both the Company and investors. ASMs, analyst and investor briefings

and roadshows provide an important opportunity for this dialogue.

Shareholders also have the opportunity to submit questions and

comments through investors@thewarehouse.co.nz

Website

The Company’s website contains a comprehensive set of investor-related

material and data including NZX disclosures and media releases, interim and

annual reports, share-price and dividend information, shareholder meeting

materials and all of the Company’s governance charters and policies.

Annual Shareholders' Meeting (ASM)

The ASM provides an opportunity for Directors, the Group CEO, senior

management and the Company’s external auditor to meet shareholders and

answer any questions they may have.

The ASM is held at a convenient time and location and this year is

anticipated to be run as a hybrid meeting (being a combination of the

physical meeting as well as a virtual online meeting) or as a virtual only

meeting. This is due to the uncertainties again this year around COVID-19,

and we anticipate this will also maximise participation. The 2021 ASM will be

held on 26 November 2021. The Notice of Meeting will be circulated as soon

as possible (at least 28 days before the meeting) and will be posted on the

Company’s website.

In accordance with the Companies Act 1993 and NZX Listing Rules, the

Company refers any significant matters to shareholders for approval at the

ASM, and shareholders are given the opportunity to vote by proxy ahead of

the meeting or by polling if attending the meeting in person or virtually.

Electronic Communication

The Company moved to electronic reporting in 2016, noting a key

component of the Company’s strategy is cost effectiveness and minimising

the Company’s impact on the environment. Shareholders can request a hard

copy of the Annual Report to be mailed to them free of charge by contacting

Computershare, our share registrar. We would encourage shareholders to

provide their email addresses to Computershare to enable them to receive

all other shareholder materials electronically.

Computershare Investor Services Limited

Telephone: +64 9 488 8777

Email: enquiry@computershare.co.nz

CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this

behaviour and hold management accountable for these standards being

followed throughout the organisation”.

The Company is committed to fostering the highest standards of ethical

behaviour and good conduct. We believe this is at the heart of having a

reputation as a trusted and respected company that promotes honesty,

integrity and ethical conduct across the organisation in day-to-day

behaviour and decision-making.

Code of Ethics

The Code of Ethics sets out the standards of conduct expected of

everyone working at The Warehouse Group including Directors, our people,

contractors and other agents. The Code of Ethics provides a guide to the

conduct that is consistent with the Company’s values and behaviours,

business goals and legal obligations, and outlines internal reporting

procedures for any breaches. Sanctions for breaches may include serious

disciplinary action, removal from office and dismissal as well as other

remedies, all to the extent permitted by law and as appropriate given the

specific circumstances. An introduction to the Code of Ethics forms part of

the induction and training process of new employees. The Code is available

on the Corporate Governance section of the website.

Financial Products Trading Policy

The Company is committed to transparency and fairness in dealing with

all its stakeholders and to ensuring adherence to all applicable laws and

regulations. The Financial Products Trading Policy governs trading in the

Company’s securities by Directors, employees and other associated persons.

The policy and timing of black-out periods is set out in the Financial

Products Trading Policy which is available on the Corporate Governance

section of the website.

REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting

and in the timeliness and balance of corporate disclosures.”

The Board is committed to providing full and timely financial and non-

financial information that is accurate, balanced, meaningful and consistent.

As a listed company, keeping the market informed is a key component to

ensuring the securities are valued fairly.

Market Disclosure Policy

The Board has approved a Market Disclosure Policy which describes the

processes designed to ensure that the Company meets its reporting and

disclosure objectives and all disclosure obligations under the NZX Listing Rules.

To assist the Company with its Market Disclosure Policy, the Board has

appointed a Disclosure Committee. The Committee is responsible for

making decisions on what should be disclosed publicly under the Market

Disclosure Policy. The Company Secretary is the Disclosure Officer of

the Company and has responsibility for ensuring compliance with the

continuous disclosure requirements and overseeing and co-ordinating

disclosure to the market.

Financial Reporting

The Audit and Risk Committee oversees the quality and integrity of

external financial reporting including the accuracy, completeness and

timeliness of financial statements and is committed to providing balanced,

clear and objective financial reporting.

It reviews half-yearly and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of

judgement, compliance with accounting standards, stock exchange and

legal requirements, and the results of the external and internal audit.

Management accountability for the integrity of the Company’s financial

reporting is reinforced by certification from the CEO and the CFO.

The CEO and CFO have provided the Board with written confirmation

that the Company’s financial report presents a true and fair view, in all

material respects, of the Company’s financial position for the year ended

1 August 2021, and that operational results are in accordance with relevant

accounting standards.

Non-Financial Reporting

The Warehouse Group's Corporate Governance section on the website

includes all key governance documents including the Code of Ethics,

Board and Committee Charters and relevant Company policies.

Communities and Environment are at the heart of the Company’s culture.

The Company reports annually its financial and non-financial contribution to

the community, as well as audited figures on its greenhouse gas emissions.

The Company’s philosophy, achievements, material environmental, economic

and social risks are outlined in our Integrated Report.

Use of

Information by Directors

During the financial year, there were no notices from Directors of the

Company, or its subsidiary companies, requesting to disclose or use

Company information received in their capacities as Directors of the

Company or its subsidiary companies which would not otherwise have

been available to them.

Corporate Governance

ENGAGING WITH OUR INVESTORS

93
Integrated Annual Report 2021

Corporate Governance

Areas of

focus

ObjectiveTargetActual

Gender

Improve

representation

of women at

senior levels

of business

50% of senior leadership

roles held by women

by 2022

20202021

Female representationFemaleTotalFemaleTotal

Board2738

Executive2 11212

Direct report to executive

team

25583060

Other*

*331 were non-disclosed

--6,21411,069

Close gender

pay gaps

TWG to

achieve 100%

pay equity by

2022

A new agile remuneration model was developed in FY21 for our Store Support Office (SSO) team members which is a

framework that determines a team member’s pay in line with the contribution and value they deliver to the business.

The model requires that employees are paid a specific amount (pay point) based on their level in the contribution

model. The simplicity and transparency of the contribution model and the pay points assigned to each level

significantly reduces any pay differences based on gender or other irrelevant factors.

Our current gender pay gap for SSO is 1% which we hope to reduce to 0% in FY22.

Age

Other*

*132 were non-disclosed

Māori

Culture

Build our

Māori cultural

competency

To earn and strengthen our position

as a New Zealand employer and

community partner by encouraging

and enriching inclusion of Māori

cultural and language practices

throughout Aotearoa.

In FY21 we focused on celebrating Matariki and Māori Language Week,

Te Kaa training for leaders, creation of community groups, and bilingual

signage and packaging.

In FY22 we will be launching our TupaToa internships, increasing the

frequency of te reo on in store radio and amongst our leadership group as well

as recognising Matariki and Māori Language Week.

Diversity

and

Inclusion

Develop and

celebrate our

diversity

Senior Managers complete

unconscious bias training and

managing diversity in the workplace

workshops

Launch Diversity and Inclusion

survey to build D&I understanding

D&I communities to be established

across the Group to support

initiatives close to our team

members hearts

Launch Diversity and Inclusion

Survey in FY22

Maintained Rainbow Tick Accreditation

Relaunched Lean in for Women Leaders which includes training around gender

bias

Celebrations: Auckland Big Gay Out and Pride in Wellington, International

Women's Day, Wellbeing Week with focus on mental health, Gumboot Day

Partnership with Brain Badge and Altogether Autism to champion thinking

different.

Continue to

support our

people

through

inclusive

policies

Continue to support our Gender Transition Policy and Family Violence Policy (In 2021 we reviewed our Family Violence

Policy and increased it to 15 days' paid leave and 3 free nights’ accommodation)

Support parental leave policies such as Ease Back to Work to encourage mothers to return to work

For FY21 we were focused on gender equity as well as creating a feeling of belonging and designing work for wellbeing to live and perform at our best.

For FY22 we will be focused on fostering an environment of inclusion for all types of diversity so that everyone feels like they belong. We aim to foster an

environment where everyone feels safe to be themselves and bring their best selves to work.

Age

representation

Under 30 years old30-50 years oldOver 50 years old

Board

#

-35

-75

1

5,466

48

3,682

10

1,789

%

-38%62%

-58%42%

2%

50%

82%

33%

17%

16%

%%##

Executive

Direct report to

executive team*

* 1 individual

non-disclosed

CELEBRATING DIVERSITY AND INCLUSION

The Group strives to create a workplace where our people feel they can bring their whole selves to work. We believe that can only happen in an

environment where diversity and inclusion are embraced. That is why we’re committed to continuously identifying ways we can improve diversity

and inclusivity.

94
The Warehouse Group

DescriptionPerformance Measures

Percentage

Achieved

Short-term

Incentive

(STI)

Set at 50% of base salary for On Target performance.

Combination of financial and non-financial

performance measures.

Financial Measures: 70% weighting:

The financial measure is based on achieving Group EBIT budget

(excluding STI).

120%

For this to be payable, the Group must firstly achieve

a gate opener of 90% of the Adjusted NPAT budget

and a minimum level of individual performance must

be achieved.

Individual Measures 30% weighting:

Individual goals relate to delivery of strategic priorities, delivering

core business drivers and building capability.

120%

Long-term

Incentive

(LTI)

FY19-FY21

Cash based scheme. Potential 50% of base salary for

On Target performance.

100% weighting based on the three-year Group Adjusted

NPAT, calculated as a percentage of the Budgeted Group

Adjusted NPAT. 50% of potential paid if >95% of target

achieved, increasing to a maximum of 150% for achievement

of 125% of target.*

150%

Base Pay for Performance

Salary

Taxable

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,461691,530-8488482,378

YearGroup CEO

Total

Earnings Paid Base

Taxable

BenefitsSTI

STI as % of

MaximumLTI

2021Nick Grayston2,3781,46169 --848

2020Nick Grayston2,8621,46197--1,304

2019Nick Grayston1,9721,4356647148%-

2018Nick Grayston2,2371,4155476896%-

2017Nick Grayston1,7731,4152533331%-

REMUNERATION REPORT

1. CEO remuneration 2021 ($ 000s)

2. 5 year summary of CEO remuneration ($ 000s)

3. Breakdown of pay for performance (2021)

Explanation of the above items

1. The 2021 Long Term Incentive (LTI) value relates to FY18-FY20 but was paid in FY21. The FY19-FY21 LTI and FY21 STI, set out in section 3 below,

will be paid in FY22.

2. The actual remuneration paid includes holiday pay paid as per NZ legislation.

3. Nick Grayston joined the Group in November 2015.

4. Taxable benefits are the value of employer KiwiSaver contributions.

4. 5 year summary of Total Shareholder Return performance

TOTAL SHAREHOLDER RETURN (TSR)

Financial Year 2019 (FY19) 20.2%

30%

40%

50%

60%

70%

80%

20%

0%

10%

-20%

-10%

FY17FY18FY19

FY20FY21

Financial Year 2020 (FY20) -6.1%

Financial Year 2021 (FY21) 74.9%

Financial Year 2017 (FY17) -18.9%

Financial Year 2018 (FY18) 3.3%

Statutory Disclosures

* As set out in section 6 the performance target for the CEO's LTI grants was changed in FY21 to be absolute TSR against the Company's cost of equity

plus 1% over a three-year performance period and is now capped at 125%.

95
Integrated Annual Report 2021

Statutory Disclosures

Year Invited% of SalarySettlementPerformance PeriodMeasure

FY1850%CashAugust 2017 to July 2020

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1950%CashAugust 2018 to July 2021

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY2050%CashAugust 2019 to July 2022

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY2150%CashAugust 2020 to July 2023

Absolute TSR^ against the Company’s cost of equity

plus 1% over a three-year performance period.

FY2250%Cash/SharesAugust 2021 to July 2024

Absolute TSR^ against the Company’s cost of equity

plus 1% over a three-year performance period.

DescriptionPerformance Measures

1. TSR Methodology

Total Shareholder Return has been calculated as the movement in the share price during

the period plus any dividends paid.

2. Board Discretion

The Board of Directors has not exercised discretion with regard to CEO’s incentive pay for

performance for 2021. Any payments made or forecasted are in line with contractual or

scheme criteria.

3. OmissionsNo information has been omitted relating to CEO remuneration.

4. Any Other ItemsThere are no other items payable to the CEO that are not disclosed.

5. BenefitsThere are no benefits attributable to the CEO due to any loans made.

6. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.

7. Related PartiesNo related parties are involved with the CEO remuneration.

Explanation: Base salary is set at $1.512 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 90% of

2022 Group Adjusted NPAT budget. The STI is split: 70% based on Group financial results and 30% individual performance against goals. LTI is 50% of base

salary, settled in cash and/or shares, and is payable at the end of the three-year performance period if The Warehouse Group's target of absolute TSR

against the Company’s cost of equity plus 1% is achieved for the three-year period.

^ TSR measure ensures Mangement’s long-term incentives are more closely aligned to shareholder outcomes.

REMUNERATION REPORT (CONTINUED)

5. Potential CEO remuneration (2022)

BASEBASE + ON TARGET

INCENTIVES

4000

3000

1000

2000

0

100%

50%

LTI

STI

BASE

Base Package 2022Pay for Performance at Target 2022

$ 000Salary

Taxable

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,512451,5577567561,5123,069

6. CEO LTI Grants

7. Required disclosures per guidelines

25%

25%

96
The Warehouse Group

Statutory Disclosures

Remuneration

($ 000)

Number of

Team Members

100 - 110146

110 - 120105

120 - 13090

130 - 14082

140 - 15058

150 - 16036

160 - 17030

170 - 18026

180 - 19018

190 - 20020

200 - 21021

210 - 22015

220 - 23012

230 - 2409

240 - 2505

250 - 2605

Remuneration

($ 000)

Number of

Team Members

260 - 2707

270 - 2809

280 - 2904

290 - 3005

300 - 3102

320 - 3301

330 - 3401

340 - 3501

350 - 3602

360 - 3702

370 - 3801

380 - 3901

400 - 4102

410 - 4201

440 - 4501

450 - 4601

Remuneration

($ 000)

Number of

Team Members

480 - 4901

510 - 5203

530 - 5402

550 - 5601

560 - 5701

630 - 6401

640 - 6501

670 - 6801

800 - 8101

850 - 8601

870 - 8801

970 - 9801

1,110 - 1,1201

1,270 - 1,2801

2,370 - 2,3801

TEAM MEMBERS’ REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being directors

or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the accounting period.

Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would not otherwise

have been included in the table reported below.

Team Members also received share-based remuneration during the year as part of the Group’s long-term incentive plans (refer to note 11.5 to the financial

statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee of the compensation

determined using the share price on the date when share options were exercised by the Team Member and/or the share price on the date when share

rights vested.

97
Integrated Annual Report 2021

as at 1 Dec 2013

Fees changed

as at 1 Jan 2021

Board/Committee NamePositionFees (Per Annum)Fees (Per Annum)

Board of Directors

Chair

$166,000

1

$166,000

1

Deputy Chair

$115,000

1

-

Member

$78,525 $78,525

Audit and Risk Committee

Chair

$15,000 $25,000

Member

$7,500 $7,500

People and Remuneration Committee

Chair

$12,000 $20,000

Member

$6,000 $6,000

Health, Safety and Wellbeing Committee

Chair

$12,000 $15,000

Member

--

Corporate Governance and Nomination Committee

Chair

--

Member

--

Disclosure Committee

Chair

--

Member

-

-

Environmental and Social Sustainability CommitteeChair

-

-

Member

-

-

1. Includes attendances at committee meetings

DIRECTORS' REMUNERATION

The current Directors’ fee pool limit is $900,000 which was approved by the shareholders at the 22 November 2013 Annual Shareholders' Meeting. Fees are

paid for Board and committee roles as indicated below. Directors are reimbursed for reasonable travel and other costs associated with fulfilling his or her role.

The Chair and Deputy Chair (if applicable) do not receive additional fees for membership of other Board committees.

ACTUAL DIRECTOR REMUNERATION 2020/21

Name of Director

Board

Fees

Audit

and Risk

Committee

People and

Remuneration

Committee

Corporate

Governance

and Nomination

Committee

Disclosure

Committee

Health,

Safety and

Wellbeing

Committee

Environmental

and Social

Sustainability

Committee

6

Other

Committees

Shares

and Other

Payments

or Benefits

Total

Individual

Remuneration

Joan Withers (Chair)

$166,000

(Chair)

-

(member)

-

(member)

-

(Chair)

-

(member)

-

(member)

-

(member)

-- $166,000

Tony Balfour

$78,525 -

$19,890

(Chair)

1&2

-

(member)

-

-

(member)

-

(member)

-- $98,415

William Easton

$78,525 ----

-

(member)

--- $78,525

Dean Hamilton

$78,525

$17,708

(member/

Chair)

1,3

-

-

(member)

-

(member)

-

(member)

--- $96,233

Julia Raue

$78,525

$7,500

(member)

$1,500

(member)

7

- -

$13,750

(Chair)

1

-

(member)

-- $101,275

Rachel Tulelei

(appointed February 2021)

$36,376-

$2,000

(member)

--

-

(member)

-

(Chair)

--$38,376

John Journee

5

$78,525

$7,500

(member)

-- -

-

(member)

-

(member)

--$86,025

Robbie Tindall

4

(appointed November 2020)

$52,350-

$4,000

(member)

-

(member)

-

(member)

-

(member)

--- $56,350

Stephen Tindall

4


(retired November 2020)

$26,175-

$2,000

(member)

-

-

(member)

-

(member)

--- $28,175

Keith Smith (Deputy Chair)

(retired November 2020)

$38,333

(Deputy

Chair)

-

(Chair)

-

(member)

-

(Chair)

-

(Chair)

-

(member)

--- $38,333

1. Committee Chair fees increased from 1 Jan 2021.

2. Underpayment of Remuneration Chair Fees due FY19 & FY20 paid in FY21.

3. Appointed as Audit Committee Chair from December 2020.

4. Director fees on-paid to Robbie Tindall, Alternate Director. Robbie also received a fee of $13,750, as a director of subsidiary company TheMarket.com Limited.

5. John Journee received an additional fee of $13,750 as a director of subsidiary company TheMarket.com Limited.

6. Environment and Social Sustainability Committee formed in June 2021.

7. Member of People and Remuneration Committee for 3 months only.

The fees paid to non-executive Directors for services in their capacity as directors during the year ended 1 August 2021 totalling $787,707 were paid as follows:

Statutory Disclosures

98
The Warehouse Group

DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the Companies Act

1993 as at 1 August 2021:

ANTONY (TONY) BALFOUR

Director, Les Mills International Limited

Director, Wayfare Limited (formerly Real Journeys Limited)

Director, BLIS Technologies Limited

Director, Pioneer Energy Limited

WILLIAM (WILL) EASTON

Managing Director, Facebook Pty Ltd

Director, Meandu Australia Pty Limited

JOHN JOURNEE

Director, Farmlands Society

Director, Colonial Motor Company Limited

Director, CMC Workplace Savings Scheme Trustee Limited

Director, Vanishing Point Limited

Member, Advisory Board, Quantiful Limited

Director, West Auckland Trust Services Limited

JULIA RAUE

Director, Jade Software Corporation Limited

Director, Southern Cross Health Society

Director, Southern Cross Pet Insurance Limited

Director, Z Energy Limited

Director, Rowdy Consulting Limited

Member, NZ Rugby Appointments and Remuneration Committee

Trustee, Global Women NZ

JOAN WITHERS

Director, ANZ Bank New Zealand Limited

Director, On Being Bold Limited

Director, Sky Network Television Limited

Member, Appointments Panel Fonterra farmer elected directors

Trustee, Sweet Louise Foundation

Director, Origin Energy Limited

DEAN HAMILTON

Chair & Shareholder, Fulton Hogan Limited

Director & Shareholder, Auckland International Airport Limited

Director, Tappenden Holdings Limited

ROBERT (ROBBIE) TINDALL

Trustee, The Tindall Foundation

Trustee, Finn Lowery Foundation

Director, Foundation Services Limited

Director, K One W One Limited

Director, K One W One (No 2) Limited

Director, K One W One (No 3) Limited

Director, K One W One (No 4) Limited

Director, K One W One (No 5) Limited

RACHEL TAULELEI

CEO, Kono

Chair, APEC Business Advisory Council

Chair, Wellington Regional Stadium Trust

Trustee, Young Enterprise Trust

Governor, Queen Margaret College

Advisory Board Member, Movac

Director, RLaw Limited

Limited Partner, Movac Fund 5 LP

Statutory Disclosures

99
Integrated Annual Report 2021

SHARE DEALINGS BY DIRECTORS

During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest in

shares as follows:

DIRECTORS’ SHAREHOLDINGS AS AT 1 AUGUST 2021

At 1 August 2021 the following Directors, or entities related to them, held interests in the Company shares:

Beneficial

Interest

Beneficial

Interest

Non-beneficial

Interest

Non-beneficial

Interest

Related

Party

Related

Party

202120202021202020212020

D Hamilton 1,493,057

J Journee 172,000172,000

J Raue 15,000

R J Tindall 4,8004,80093,721,18493,721,184

J Withers68,41946,8891,493,0571,561,294

A Balfour1,015,875

Share Transaction

Date of

Transaction

Number of

Ordinary shares

Acquired/(Disposed)Consideration

J Withers October 202021,530

On market purchase of shares at an

average price of $2.31 per share

J RaueMarch 202115,000

On market purchase of shares at an

average price of $3.77 per share

Number of

Ordinary Shares

Percentage of

Ordinary Shares

Sir Stephen Robert Tindall93,687,09627.01

The Tindall Foundation Inc73,920,49621.31

James Pascoe Limited69,333,94019.99

Accident Compensation Corporation - NZCSD <ACCI40>8,159,4992.35

Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>6,865,2541.98

Forsyth Barr Custodians Limited <1-CUSTODY>5,569,0421.61

National Nominees Limited - NZCSD <NNLZ90>5,247,7311.51

Custodial Services Limited <A/C 4>4,400,8251.27

Sir Stephen Robert Tindall + John Richard Avery + Brian Mayo-Smith <SR Tindall Family A/C>3,778,1491.09

Robert George Tindall + Sir Stephen Robert Tindall + Pupuke Trustee Limited <Tindall A/C>3,455,1031.00

BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>3,211,2670.93

BNP Paribas Nominees (NZ) Limited - NZCSD3,175,8830.92

Hobson Wealth Custodian Limited <Resident Cash Account>2,086,0020.60

New Zealand Depository Nominee Limited <A/C 1 Cash Account>1,188,6960.34

HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>1,170,3570.34

FNZ Custodians Limited799,2910.23

Forsyth Barr Custodians Limited <ACCOUNT 1 E>767,6970.22

Sir Stephen Robert Tindall + John Richard Avery + Brian Mayo-Smith <MERANI A/C>752,7980.22

The Warehouse Management Trustee Company Limited <Re Unissued Shares>667,1740.19

James Raymond Holdings Limited600,0000.17

288,836,300 83.28%

1

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 1 August 2021

total holdings in NZCSD were 29,821,646 or 8.59% of shares on issue.

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 1 AUGUST 2021

Statutory Disclosures

100
The Warehouse Group

Statutory Disclosures

Size of Shareholding

Number of

Shareholders Percentage

Number of

Shares Percentage

1 - 1,000 3,663 36.86%1,677,796 0.48%

1,001 - 5,000 3,990 40.16% 8,797,252 2.54%

5,001 - 10,000 1,071 10.78% 7,022,586 2.02%

10,001 - 100,000 1,121 11.28% 24,527,955 7.08%

100,000 and over 91 0.92%304,817,53187.88%

9,936 100% 346,843,120 100%

Geographic Distribution

Auckland and Northland 3,827 38.52% 302,995,871 87.37%

Waikato and Central North Island 2,017 20.30% 12,871,727 3.71%

Lower North Island and Wellington 1,424 14.33% 11,687,281 3.37%

Canterbury, Marlborough and Westland 1,077 10.84% 6,363,246 1.83%

Otago and Southland 693 6.97% 10,832,747 3.12%

Australia 763 7.68% 1,265,032 0.36%

Other Overseas 135 1.36% 827,216 0.24%

9,936 100% 346,843,120 100%

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 1 AUGUST 2021

Relevant

Interest

Date of

Notice

James Pascoe Limited68,270,08110 May 2018

Sir Stephen Tindall84,141,52419 March 2004

The Tindall Foundation66,323,22019 March 2004

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 1 August 2021, the substantial product holders in the

Company and their relevant interests are noted below:

101
Integrated Annual Report 2021

Statutory Disclosures

CompanyDirectors

1-Day LimitedN Grayston, J Oram

1-Day Liquor LimitedJ Oram, K Nickels (R)

Bond and Bond LimitedB Moors, J Oram, K Nickels (R)

Boye Developments LimitedB Moors, J Oram, K Nickels (R)

Diners Club (NZ) LimitedJ Oram, K Kramer, K Nickels (R)

Eldamos Investments LimitedB Moors, J Oram, K Nickels (R), P Okhovat (R)

Eldamos Nominees LimitedJ Oram, K Nickels (R)

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedB Moors, J Oram, K Nickels (R)

Noel Leeming Furniture LimitedB Moors, J Oram, K Nickels (R)

Noel Leeming LimitedB Moors, J Oram, K Nickels (R)

Noel Leeming Group LimitedT Edwards

The Book Depot LimitedJ Oram, K Nickels (R)

TheMarket.com LimitedN Grayston, J Journee, R Tindall, J Oram

The Warehouse Card LimitedJ Oram, K Nickels (R)

The Warehouse Group Support Services LimitedJ Oram, K Nickels (R)

The Warehouse Investments LimitedJ Oram, K Nickels (R)

The Warehouse LimitedK Smith (R), N Grayston, J Oram, T Edwards

The Warehouse Nominees LimitedB Moors, J Oram, K Nickels (R)

TWGI Operations LimitedJ Oram

Torpedo7 LimitedT Edwards, S West

TWGA Pty LtdI McGill, B Moors, K Smith (R), Sir S Tindall (R), J Oram

TWL Australia Pty LimitedI McGill, B Moors, K Smith (R), Sir S Tindall (R), J Oram

TWP No.1 LimitedJ Oram, N Tuck

TWP No.4 LimitedB Moors, J Oram, K Nickels (R)

TWP No.5 LimitedB Moors, J Oram, P Okhovat (R)

TWP No.6 LimitedK Smith (R), B Moors, J Oram

ChocolateWorks NZ LimitedN Craig, M Razey (R), A Razey, H Vetsch, M Anderson, S Smith

Warehouse Stationery LimitedB Moors

Lincoln West LimitedK Gardiner, G Helsby, G Lane, P Okhovat (R), J Oram

Farran (Nine) LimitedK Gardiner, G Helsby, G Lane, P Okhovat (R), J Oram

The Warehouse Planit Trustees LimitedJ Withers

The Warehouse Management Trustee Company LimitedK Smith (R), J Withers, A Balfour, D Hamilton

The Warehouse Management Trustee Company No.2 LimitedK Smith (R), J Withers, A Balfour, D Hamilton

TW House Sourcing Private Limited (India)K Kramer, T Benyon

The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 1 August 2021. Those who retired during the year are indicated with an (R).

102
The Warehouse Group

Statutory Disclosures

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on the

New Zealand Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the Company on issue on

1 August 2021 was 346,843,120 fully paid ordinary shares.

RIGHTS ATTACHING TO SHARES

Clauses 20-22 of the Company’s Constitution set out the voting rights

of shareholders. Ordinary shares in the Company each carry a right to

vote on a poll at any general meeting of shareholders on any resolution.

Holders of ordinary shares may vote at a meeting in person, or by proxy,

representative or attorney. Voting may be conducted by voice, a show of

hands or a poll. Each of the Company’s ordinary shares entitles the holder

to one vote.

ON-MARKET SHARE BUY-BACKS

The Company is not, at the date of this annual report, undertaking any

on-market share buy-backs.

ESCROW

Apart from the shares held under the Staff Purchase Plan, the Company

has no securities subject to an escrow agreement.

DONATIONS

In accordance with section 211(1)(h) of the Companies Act 1993,

the Company records that it donated $499,390 (2020 $134,000) to

various charities during the year. In line with Board policy, no political

contributions were made during the year.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary shares

almost every year since listing on the New Zealand Exchange in 1994, with

the exception of 2020 due to the COVID-19 disruption to business. The

Group’s current dividend policy was approved by the Board in March 2021.

The Group’s dividend policy is to distribute at least 70% of the Group’s full

year adjusted net profit, at the discretion of the Board and subject to trading

performance, market conditions and liquidity requirements.

On 28 September 2021 the Directors declared a fully imputed final dividend

of 17.5 cents per share bringing the total dividend for the year to 35.5 cents

per share. The final dividend has been declared on the basis that New

Zealand is predominantly at Alert Level 2 or below from the end of October

2021. The dividends will be fully imputed at a rate of 28.0% and will be paid

on 3 December 2021 to all shareholders on the share register at the close of

business on 18 November 2021.

AUDITOR

PricewaterhouseCoopers have continued to act as auditors of the company

and have undertaken the audit of the financial statements for the

year ended 1 August 2021.

DISCIPLINARY ACTION

NZX has not taken any disciplinary action against the Company during the

period under review.

NZX WAIVERS

Details of all waivers granted and published by NZX within or relied upon

by the Company in the 12 months immediately preceding The Warehouse

Group Limited's balance date are available on the Company’s website

www.thewarehousegroup.co.nz.

Dividends20212020201920182017

Interim 13.00.09.010.010.0

Special5.0----

Final17.50.08.06.06.0

Total35.50.017.016.016.0

Holders of each class of equity security as at 1 August 2021

Class of equity security

Number of

Holders

Number of

Shares or Rights

Ordinary shares9,936346,843,120

InitiativesAssociations

Environmental

• Paris Agreement

• Climate Leaders Coalition 2019 Statement

• Toitū Carbonzero

• Low Emissions Heavy Freight Working Group

• Carbon Disclosure Project – Climate Change

• Soft Plastics Recycling Scheme

• Climate Leaders Coalition (CLC)

• Science Based Targets Initiative (SBTI)

• Sustainable Business Council (SBC)

• Energy Efficiency and Conservation Authority (EECA)

• WasteMinz

• Retail Network NZ

Human Resource

and People

• Retailers Against Racism pledge

• P-TECH

• Tupu Toa

• HRNZ

• ShopCare

• Lean In NZ

Product Sourcing

and Development

• Anti-Modern Slavery

• Her project

• New Zealand Business Roundtable in China (NZBRiC)

• Better Cotton Initiative (BCI)

• Forest Stewardship Council (FSC)

• Business for Social Responsibility (BSR)

Other

• Building industry inclusion on the content of Vocational

Education

• Provision of Vocational Education training

• Migration to WDC and Te Pukenga prior to wind-up

• Working with MBIE on Future of Work

• Retail NZ

• TEC / Services Workforce Development Council

• Te Pukenga

• ServiceIQ / ITO

• New Zealand Business and Parliamentary Trust

• Business NZ

• NZ Marketing Association

• Digital Boost Pledge Collaborative

INITIATIVES AND ASSOCIATIONS

Listed below are the external economic, environmental or social initiatives to which The Warehouse Group subscribes, and the main associations and

national or international advocacy organisations of which The Warehouse Group are members.

103
Integrated Annual Report 2021

* These topics are governance related topics which are not specifically covered under GRI economic, environmental and social topics and boundaries.

The Warehouse Group’s vision is to build new Zealand’s most sustainable,

convenient and customer first company.

For the past two years we have reported under the Integrated Reporting

International Framework and produced an Integrated Annual Report.

This year we have taken a further step into how we determine what

Environmental, Social and Governance (ESG) topics are material to

The Warehouse Group and how we report on these ESG initiatives and

achievements, as well as relevant economic impacts, through adopting the

Global Reporting Initiatives (GRI) reporting framework.

Through an internal stakeholder mapping exercise, we have identified key

stakeholder groups which we prioritise our engagements with. These include

groups which our business has a significant impact on, and those which have

a high interest in or considerable influence on the success of our business.

We have undertaken in-depth, independent interviews with a variety of

stakeholders including customers, employees, suppliers, shareholders

and business customers. This review provides a materiality assessment of

economic, environmental, social and governance issues, enabling us to

GLOBAL REPORTING INITIATIVES (GRI)

MATERIALITY ASSESSMENT

identify and prioritise issues which substantively influence stakeholders’

assessments and decisions or have a significant economic, environmental

or social impact.

Value at Stake reflects the impact on the economy, environment, and/or

society which can lead to consequences for the organisation's business

model, reputation, or ability to achieve its objectives.

The following materiality matrix discloses the ranking of importance of these

ESG issues.

This report has been prepared in accordance with the GRI Standards: Core

option. The report has been internally reviewed, supported by evidence,

signed off by Management, and approved by the Board. Unless otherwise

stated, the Group has not sought external assurance in the preparation of

this report.

Carbon and energy emissions are obtained from Toitū Envirocare certified

emissions data. Please refer to The Warehouse Group Emissions Inventory

Report or find it on our website.

Importance to

stakeholders

High• GHG emissions

• Waste and hazardous materials management

• Business ethics*

• Child labour and exploitive labour

• Physical impacts of climate change and

product carbon footprint

• Product packaging and waste

• Product quality and safety

• Future workforce

• Materials sourcing and efficiency

• Supply chain management*

• Access and affordability

Low

• Water and wastewater management

• Ecological impacts

• Customer welfare

• Selling practice and product labelling

• Air quality

• Sustainability oversight*

• Critical incident risk management*

• Systematic risk management*

• Business model resilience*

• Human rights, responsible sourcing, and community

relations

• Employee health and safety

• Customer privacy*

• Data security*

• Energy management

• Employee engagements, diversity and inclusion

• Labour practices and employee training

• Product design and lifestyle management

• Competitive behaviour*

LowHigh

Value at Stake – economic, environmental and social impacts

GRI Report

104
The Warehouse Group

IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

102-1Name of the organisationThe Warehouse Group Limited

102-2Activities, brands, products, and servicesPages 18-23

102-3Location of headquartersPage 107

102-4Location of operationsPages 18-23, 107

102-5Ownership and legal formPage 56

102-6Markets servedPages 18-23

102-7Scale of the organisationNumber of employees - pages 8, 13, 93

Number of operations – pages 18-23

Net sales – page 52

Total capitalisation – pages 45, 53

Quantity of products provided – Page 58

102-8Information on employees and other workersPages 40-42, 93

Information on employees is not

broken down by employment

type or employment contract. An

insignificant portion of the Group's

activities is performed by workers

who are not employees or who are

seasonal workers.

102-9Supply chainPages 32, 39

102-10Significant changes to the organisation and its supply chainNone

102-11Precautionary principle or approachPages 31, 87-91

102-12External initiativesPage 102

102-13Membership of associationsPage 102

102-14Statement from senior decision-makerPages 8-13

102-16Values, principles, standards, and norms of behaviourPages 14-15

102-18Governance structurePages 84-90

102-40List of stakeholder groups Pages 36-42, 99, 103

102-41Collective bargaining agreementsPage 40

102-42Identifying and selecting stakeholders Page 103

102-43Approach to stakeholder engagement Page 103

102-44Key topics and concerns raised Pages 36, 39, 40-42, 103

102-45Entities included in the consolidated financial statements Page 56

102-46Defining report content and topic boundaries Page 103

102-47List of material topics Page 103

102-48Restatements of information None

102-49Changes in reporting None

102-50Reporting period 3 August 2020 to 1 August 2021

102-51Date of most recent report This is the first GRI Report

102-52Reporting cycle Annual

102-53Contact point for questions regarding the report investors@thewarehouse.co.nz

102-54Claims of reporting in accordance with the GRI Standards GRI Standards (Core option)

102-55GRI content index Pages 103-106

102-56External assurance GRI Standards 102-5, 102-45 are

covered by external Audit Report,

pages 73-77.

No external assurance is obtained

on other GRI information.

Carbon and energy emissions are

obtained from Toitū Envirocare

certified emissions data. Refer to The

Warehouse Group Emissions Inventory

Report or on our website.

GENERAL DISCLOSURES

Global Reporting Initiative (GRI) Content Index

105
Integrated Annual Report 2021

IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

Market Presence (2016)

103Management ApproachPages 40-41

202-1

Ratio of standard entry level wage by gender compared to

local minimum wage

Pages 40-41, 93

Anti-corruption (2016)

103Management ApproachPages 31, 40, 92

205-2Communication and training about anti-corruption policies

and procedures

Page 40

Board members did not receive anti-

corruption policies and procedures or

training in the current year, but this is

planned to be addressed in FY22.

Anti-competitive Behaviour (2016)

103Management ApproachPages 31, 90, 92

206-1Legal actions for anti-competitive behaviour, anti-trust and

monopoly practices

We are not aware of any legal cases

against the organisation regarding anti-

competitive behaviour and violations

of anti-trust and monopoly legislation

during the reporting period.

IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

Energy (2016)

103Management ApproachPages 26-27, 28-29, 89

302-1Energy consumption within the organisationPage 47

For further disclosures please refer

to The Warehouse Group Emissions

Inventory Report or on our website.

302-3Energy intensityPage 47

302-4Reduction of energy consumptionPage 47

Emissions (2016)

103Management ApproachPages 26-27, 28-29, 89

305-1Direct (scope 1) GHG emissionsPages 47-48

For further disclosures please refer

to The Warehouse Group Emissions

Inventory Report or on our website.

305-2Energy indirect (Scope 2) GHG emissionsPages 47-48

305-3Other indirect (Scope 3) GHG emissionsPages 47-48

305-4GHG emissions intensityPage 48

305-5Reduction of GHG emissionsPages 47-48

Waste (2020)

103Management ApproachPages 26-27, 28-29, 89

306-1Waste generation and significant waste-related impactsPages 46-47

For further disclosures please refer

to The Warehouse Group Emissions

Inventory Report or on our website.

306-2Management of significant waste-related impactsPages 46-47

306-3Waste generatedPages 46-47

306-4Waste diverted from disposalPages 46-47

306-5Waste directed to disposalPages 46-47

Environmental Compliance (2016)

103Management ApproachPages 26-27, 28-29, 89

307-1Non-compliance with environmental laws and regulations

We are not aware of any incidents related to non-compliance with

environmental laws and regulations during the reporting period.

308-1New suppliers that were screened using environmental criteriaPage 46

308-2

Negative environmental impacts in the supply chain and

actions taken

Page 46

Ethical Sourcing Report or find on

our website.

ECONOMIC

ENVIRONMENTAL

Global Reporting Initiative (GRI) Content Index

106
The Warehouse Group

IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

Occupational Health and Safety (2018)

103Management ApproachPages 41, 87, 89

403-6Promotion of worker healthPage 42

403-9Work-related injuriesPage 41

Training and Education (2016)

103Management ApproachPages 28-29, 40

404-1 Average hours of training per year per employeePage 40

Information on training hours

per year by gender and

employee category is not yet

available. We will endeavour

to work on this reporting in

the future.

404-2

Programmes for upgrading employee skills and transition

assistance programmes

Page 40

Diversity and Equal Opportunity (2016)

103Management ApproachPages 28-29, 40-41, 87, 89, 91

405-1Diversity of governance bodies and employeesPage 93

405-2Ratio of basic salary and remuneration of women to menPage 93

Information on salary and

remuneration by employee

category is not yet available.

We will endeavour to work on

this reporting in the future.

Ethical Operations and Sourcing

103Management ApproachPages 39, 92

The following GRI standards are referred to in The Warehouse

Group Ethical Sourcing Policy and the 2021 Ethical Sourcing

Report

Ethical Sourcing Policy or find

on our website.

Ethical Sourcing Report

or find on our website.

407-1

(2016)

Operations and suppliers in which the right to freedom of

association and collective bargaining may be at risk

Pages 4, 5Page 20

408-1

(2016)

Operations and suppliers in which the right to freedom of

association and collective bargaining may be at risk

Page 3Page 19

409-1

(2016)

Operations and suppliers at significant risk for incidents of

child labour

Page 3Pages 13, 14, 19

414-1

(2016)

New suppliers that were screened using social criteria

Ethical Sourcing Policy, Page 2

2021 Annual Report, Page 47

Pages 5, 22

414-2

(2016)

Negative social impacts in the supply chain and actions taken-Pages 6, 8, 12, 22

SOCIAL

The Warehouse Group Ethical Sourcing Policy and the 2021 Ethical Sourcing public report were not drafted in reference to the GRI Standards or

Reporting framework. As such the above index should be taken as a general indication of alignment within our policy and reporting to a GRI standard,

not as indication of compliance with the standard or its detailed reporting requirements. Readers seeking a deeper understanding of our ethical sourcing

programme and its impact are encouraged to read the Ethical Sourcing Policy and Ethical Sourcing Report as referenced above.

Global Reporting Initiative (GRI) Content Index

107
Integrated Annual Report 2021

Board of Directors

Joan Withers (Chair)

Dean Hamilton

Robbie Tindall

Tony Balfour

John Journee

Will Easton

Julia Raue

Rachel Taulelei

Place of Business

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand

Telephone: +64 9 489 7000

Facsimile: +64 9 489 7444

Registered Office

C/- BDO

Level 4, 4 Graham Street

PO Box 2219

Auckland 1140, New Zealand

New Zealand Business Number (NZBN)

New Zealand Incorporation: 9429038766633

Auditor

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142, New Zealand

Directory

Group Chief Executive Officer

Nick Grayston

Group Chief Financial Officer

Jonathan Oram

Company Secretary

Erin Vercoe

Stock Exchange Listing

NZX trading code: WHS

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz/investorcentre

Shareholder Enquiries

Shareholders with enquiries regarding the share transactions, changes of

address or dividend payments should contact the Share Registrar.

You can also manage your shareholding electronically by using

Computershare’s secure website, www.computershare.co.nz/investorcentre,

whereby you can view your share balance, change your address, view

payment and tax information, update your payment instructions and

update your report options.

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Name of issuer THE WAREHOUSE GROUP LIMITED
Financial product description Ordinary Shares (346,843,120)

NZX ticker code WHS

ISIN NZWHSE0001S6

Type of distribution Full Year

X

Quarterly

(please mark with an X in the relevant box/es) Half Year Special

DRP Applies Not Applicable

Record date 18 November 2021

Ex-Date (one business day before the record date) 17 November 2021

Payment date 03 December 2021

Total monies associated with the distribution $60,697,546

Source of distribution Operating cashflows

Currency New Zealand dollars

Gross distribution $0.24305556

Gross taxable amount $0.24305556

Total cash distribution $0.17500000

Excluded amount $0.00000000

Supplementary distribution amount $0.03088235

Is this distribution imputed? Fully imputed

28%

$0.06805556

$0.01215278

Date of release through MAP

Imputation tax credits per financial product

Resident withholding tax amount per financial product

Section 5: Authority for this announcement

Name of person authorised to

make this announcement

Jonathan Oram (Group Chief Financial Officer)

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

29 September 2021

Section 4: Distribution re-investment plan (if applicable)

Not Applicable

If fully or partially imputed, please state imputation

rate as % applied

The Warehouse Group Limited

Corporate Action Notice (for a Distribution)

Section 1: Issuer Information

Section 2: Distribution amounts per financial product

Section 3: Imputation credits and resident withholding tax

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Quarterly Sales
Reporting Period52 weeks to 1 August 2021

Previous Reporting Period (2020)53 weeks to 2 August 2020

Previous Reporting Period (2019)52 weeks to 28 July 2019

Quarterly Retail Sales information:

(13 weeks)(14 weeks)(13 weeks)

SalesSalesSales

(3 May 2021 to 1 August 2021)

202120202019

($ Million)($ Million)($ Million)

The Warehouse 427.7 469.9 389.9 - 9.0 % + 9.7 %

Warehouse Stationery66.2 70.5 64.3 - 6.1 % + 3.0 %

Noel Leeming272.0 303.6 220.3 - 10.4 % + 23.5 %

Torpedo7

1

38.5 42.1 27.9 - 8.6 % + 38.0 %

Total Group

2

815.1 903.1 716.5 - 9.7 % + 13.8 %

(52 weeks)(53 weeks)(52 weeks)

SalesSalesSales

(3 August 2020 to 1 August 2021)

202120202019

($ Million)($ Million)($ Million)

The Warehouse 1,804.9 1,706.0 1,705.7 + 5.8 % + 5.8 %

Warehouse Stationery274.6 268.8 268.6 + 2.2 % + 2.2 %

Noel Leeming1,128.2 1,010.0 924.6 + 11.7 % + 22.0 %

Torpedo7

1

158.7 129.9 114.3 + 22.2 % + 38.8 %

Total Group

2

3,414.6 3,172.8 3,071.4 + 7.6 % + 11.2 %

Store Numbers

20212020202120202021202020212020

Start Quarter 4909272 75 71 70 21 20

End Quarter 4909271 74 70 71 21 20

20212020202120202021202020212020

Start Quarter 4488,201 499,756 78,021 77,667 65,805 69,865 27,030 26,489

End Quarter 4487,553 498,955 83,672 77,281 63,684 67,239 27,030 26,489

- - - 2

- - 1 2

- - 1 -

- - - -

Note:

The Warehouse

Warehouse Stationery

Noel Leeming

Torpedo7

1) Sales for the Torpedo7 segment have been restated to exclude sales relating to the 1-day online business which have been reclassified and reported as part of TheMarket

segment in the current financial year.

2) Total Group sales includes TheMarket segment, eliminations and other Group operations in addition to the 4 main retail operations detailed above.

Store changes during the quarter

New

store

Replacement

store

Store

closure

Store

extension/

reduction

The WarehouseNoel LeemingWarehouse StationeryTorpedo7

Store footprint

(Square Metres)

The WarehouseNoel LeemingWarehouse StationeryTorpedo7

The Warehouse Group Limited

Supplementary Information

Fourth quarter sales

Change in

sales

vs 2020

Change in

sales

vs 2019

Year to date sales

Change in

sales

vs 2020

Change in

sales

vs 2019

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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