Notice of Annual Shareholders’ Meeting

Dear Fellow Shareholder
It is my pleasure, on behalf of the Board, to invite you to the 2021 Annual Shareholders Meeting of The Warehouse
Group Limited. The meeting will be held both online through the Computershare meeting platform (see the Virtual
Meeting Guide attached to this letter for information on how to participate online) and in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand on Friday 26 November 2021
at 10.00am (New Zealand time).
This year the Company has chosen to hold its Annual Shareholders’ Meeting as a hybrid meeting, offering both
in-person and online meeting options for attendees. The key reason for this decision is the uncertainty of the status
of the COVID-19 pandemic, particularly in relation to the meeting size, possible limitations on domestic travel and
potential risks to the health of all meeting attendees. The Company may, in the event of any developments resulting
from the COVID-19 pandemic, elect to hold the Annual Shareholders’ Meeting as an online-only meeting. In such
circumstances, the Company will provide shareholders with as much notice as is reasonably practicable, by way of
an announcement to the NZX, and the online meeting details below will be the exclusive means of attendance.
Group Chief Executive Officer Nick Grayston and I will comment on the performance of the Company during the
year to 1 August 2021 and provide you with an update on the Company strategy.
Agenda items for this meeting relate to the re-election of directors, a proposed increase in the directors’ fee pool
and authorisation for directors to fix the fees and expenses of the external auditor.
In accordance with the requirements of the NZX Listing Rules, Antony Balfour, John Journee and Will Easton will
each retire from the Board and each offers himself for re-election. In addition, the Board appointed Rachel Taulelei
as a director in February 2021 and, as required by the NZX Listing Rules, Rachel retires from the Board and offers
herself for re-election. The Board unanimously supports the re-election of each of these directors. You can read
about Antony Balfour, John Journee, Will Easton and Rachel Taulelei in the explanatory notes to the Notice of Annual
Meeting that accompanies this letter.
All shareholders will have a reasonable opportunity to ask general questions and make comments on the financials,
business, operations and management of the Company. You will also be able to ask relevant questions of the
auditor’s representative.
We recognise the importance of questions, and so invite you to submit them in advance of the meeting by emailing
your questions to investors@thewarehouse.co.nz or by writing to the Company Secretary, The Warehouse Group
Limited, PO Box 33470, Takapuna, Auckland 0740, New Zealand. We will collate the main themes of the questions
and respond to them at the meeting, noting that the Company reserves the right not to address questions that, in
the Chair’s opinion, are not reasonable or appropriate in the context of an Annual Shareholders’ Meeting, or any
written questions in advance of the meeting that were not received by the close of business on Friday, 19 November
2021. You will also have the opportunity to ask questions at the meeting, both in-person and online.
If you are unable to attend the meeting, you are entitled to appoint a proxy to vote on your behalf. I encourage you to
complete and lodge the Proxy Form (either by post, fax or online) so that it reaches Computershare Investor Services
Limited by 10.00am (New Zealand time) on Wednesday, 24 November 2021.
For those shareholders who are attending the meeting in person, please bring the combined Proxy Form and Voting
Paper with you to assist with your registration and for voting purposes. You are invited to join the Board and senior
management for light refreshments at the conclusion of the meeting.
We look forward to welcoming you to the meeting.
Yours sincerely,
Joan Withers
Chair
27 October 2021
Invitation to the 2021 Annual
Shareholders Meeting

i. Resolutions 1 to 6 set out above are ordinary resolutions, which will be passed if approved by simple majority (more than 50%) of the votes of shareholders entitled
to vote and voting in person or by proxy or representative.
ii. All registered shareholders of the Company are entitled to attend and vote at the meeting, subject to each of the directors of the Company, including the Chair, and their
respective associated persons (as defined in the NZX Listing Rules) being disqualified from voting on Resolution 5 – directors’ remuneration. Any votes cast on this resolution
by any directors and any associated person of any director will not be valid. However, the Company need not disregard a vote if it is cast by a disqualified person as proxy for
a person who is entitled to vote in accordance with the express directions on the proxy form, except where the direction is for the proxy to vote in their discretion.
iii. The only matters being discussed and voted on at the meeting are the resolutions contained in this notice of meeting.
iv. Any shareholder of the Company entitled to attend and vote at the meeting may appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need
not be a shareholder of the Company. A proxy form accompanies this Notice of Meeting. If you wish to appoint a proxy to attend online via Computershare Meeting Platform
on your behalf, please ensure that you provide their contact details (phone and email) on the proxy form.
v. Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
vi. The appointment of a proxy or representative does not preclude a shareholder from attending and voting at the meeting.
vii. You may appoint the Chair of the meeting or any director, or any other person, as your proxy. Except in the circumstances noted above in note ii, the Chair and directors
intend to vote any discretionary proxies, for which they have authority to vote, in favour of the resolutions. A director standing for re-election will abstain from voting
discretionary proxies in respect of their own re-election.
viii. A proxy will not be entitled to vote at the meeting unless a properly completed proxy form has been received by the Company at the office of the Company’s share registrar,
Computershare Investor Services Limited not less than 48 hours before the commencement of the meeting, that is not later than 10.00am (New Zealand time) on Wednesday
24 November 2021. Alternatively, you can appoint a proxy online at www.investorvote.co.nz. Online proxy appointments must be received by 10.00am (New Zealand time) on
Wednesday, 24 November 2021. Any proxy form received after that time will not be valid for the meeting. You can post the proxy form to Private Bag 92119, Auckland 1142,
New Zealand, or you can deliver the proxy form to Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand or you can fax the form to +64 9 488 8787.
ix. Where a shareholder does not name a person as their proxy but otherwise completes the proxy form in full, or where a shareholder’s named proxy does not attend the meeting,
the Chair of the meeting will act as that shareholder’s proxy and will vote in accordance with that shareholder’s express direction (where the proxy is expressly granted a
discretion on how to vote on a resolution and such resolution is subject to a voting restriction that applies to the Chair).
Business of the meeting
Chair’s Address
Group Chief Executive Officer’s Review
Annual Report
In relation to the Company’s annual report for the year ended 1 August 2021, to receive and consider the financial statements for that period,
and the auditor’s report on those financial statements.
Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1
That Antony Balfour be re-elected as a director of the Company.
Resolution 2
That John Journee be re-elected as a director of the Company.
Resolution 3
That Will Easton be re-elected as a director of the Company.
Resolution 4
That Rachel Taulelei be re-elected as a director of the Company.
Resolution 5
That, with effect from 1 December 2021, the total directors’ fee pool be increased by $90,000, from $900,000 per annum to $990,000 per
annum (exclusive of GST), with up to such amount to be divided amongst the directors for their services as directors of the Company as
the Board may from time to time determine.
Resolution 6
That the directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor for the ensuing year.
General business
To consider such other business as may be properly raised at the meeting.
Notice is hereby given that the 2021 Annual Shareholders’ Meeting of
The Warehouse Group Limited (“the Company”) will be held both online
through the Computershare Meeting Platform (https://meetnow.global/NZ)
and in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue,
Greenlane East, Auckland, New Zealand on Friday 26 November 2021
commencing at 10.00am.
Notes
2

3
Director re-election – Resolution 1
In accordance with NZX Listing Rule 2.7.1, Antony Balfour retires and,
being eligible, offers himself for re-election.
The Board has determined, in its view, that Antony Balfour is an
independent director. The Board (other than Antony Balfour)
unanimously recommends that you vote in favour of the re-election
of Antony Balfour as a director.
Director re-election – Resolution 3
In accordance with NZX Listing Rule 2.7.1, Will Easton retires and, being
eligible, offers himself for re-election.
The Board has determined, in its view, that Will Easton is an independent
director. The Board (other than Will Easton) unanimously recommends
that you vote in favour of the re-election of Will Easton as a director.
Director re-election – Resolution 2
In accordance with NZX Listing Rule 2.7.1, John Journee retires and, being
eligible, offers himself for re-election.
The Board has determined, in its view, that John Journee is an independent
director. The Board (other than John Journee) unanimously recommends
that you vote in favour of the re-election of John Journee as a director.
Director re-election – Resolution 4
In accordance with NZX Listing Rule 2.7.1, Rachel Taulelei retires and, being
eligible, offers herself for re-election.
The Board has determined, in its view, that Rachel Taulelei is an independent
director. The Board (other than Rachel Taulelei) unanimously recommends
that you vote in favour of the re-election of Rachel Taulelei as a director.
Board Committees: Chair of the People and Remuneration Committee,
Member of the Corporate Governance and Nominations Committee,
Member of the Environmental and Social Sustainability Committee,
Member of the Health, Safety and Wellbeing Committee.
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.
Board Committees: Member of the People and Remuneration
Committee, Member of the Health, Safety and Wellbeing Committee.
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 prior roles 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.
Board Committees: Member of the Audit and Risk Committee, Member
of the Environmental and Social Sustainability Committee, Member of
the Health, Safety and Wellbeing Committee.
John is also a director of The Warehouse Group’s online marketplace
platform, TheMarket.com Limited.
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 career John 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.
Board Committees: Chair of the Environmental and Social Sustainability
Committee, Member of the People and Remuneration Committee,
Member of the Health, Safety and Wellbeing Committee.
Rachel Taulelei is a prominent business leader and a strong advocate for
the Māori economy, values-based business models and New Zealand’s
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.
Rachel has held a number of governance roles. She presently chairs the
APEC Business Advisory Council and the Wellington Regional Stadium
Trust, serves as a member on the boards of the Young Enterprise Trust, and
acts as an advisor to venture capital firm Movac. Rachel was also a member
of the Prime Minister’s Business Advisory Council from 2018-2020.
Antony Balfour
BCom
Independent Non-Executive Director
Term of Office:
Appointed 15 October 2012
William Easton
Independent Non-Executive Director
Term of Office:
Appointed 3 October 2018
John Journee
BCom, CFinstD, MAICD
Independent Non-Executive Director
Term of Office:
Appointed 17 October 2013
Rachel Taulelei
Ngāti Raukawa ki te Tonga, Ngāti Rārua
LLB
Independent Non-Executive Director
Term of Office:
Appointed 12 February 2021
Explanatory notes to notice of meeting

Meeting Participation
The Annual Shareholders’ Meeting is anticipated to be held as a hybrid meeting. However, the Company may, in the event of any
developments resulting from the COVID-19 pandemic, elect to hold the Annual Shareholders Meeting as an online-only meeting.
In such circumstances, the Company will provide shareholders with as much notice as is reasonably practicable, by way of an
announcement to the NZX, and the online meeting details below will be the exclusive means of attendance.
In person
If you wish to attend in person, directions to the venue can be found online at the Ellerslie Events Centre website here
https://www.eventcentre.co.nz/getting-to-ellerslie-event-centre
Webcast
The Annual Shareholders’ Meeting will be webcast through the Computershare Meeting Platform https://meetnow.global/NZ
Virtual Participation
To attend the meeting virtually go to the Computershare Meeting Platform here https://meetnow.global/NZ, click ‘Go’ in The Warehouse
Group Limited meeting tile and then click ‘JOIN MEETING NOW’. You will require your CSN/Securityholder Number and your postcode
for verification purposes.
By using the meeting platform, you will be able to watch the meeting, vote and ask questions online using your smartphone, tablet or
desktop device. Please refer to the enclosed Virtual Meeting Guide for more information. If you have any questions, or need assistance
with the online process, please contact Computershare on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday or by email
to corporateactions@computershare.co.nz.
4
Directors’ Remuneration - Resolution 5
This resolution seeks approval for an increase in the total directors’ remuneration fee pool pursuant to NZX Listing Rule 2.11.1(a).
On 22 November 2013, shareholders passed an ordinary resolution approving a total directors’ remuneration fee pool of $900,000
per annum. Details of the total fees paid to directors are set out in the Company’s Annual Report.
Directors engaged PwC to undertake an independent benchmarking report and have reviewed directors’ fees, taking into account:
• consideration and comparison of directors’ remuneration in other organisations, including base fees and committee fees; and
• the need to be able to retain and continue to attract capable, independent directors over time, as the Board continues to implement
its succession plan.
A summary of the PwC benchmarking report accompanies this Notice of Meeting.
As a result of the review the directors have concluded that an increase in the total fees payable to directors (including the base fee payable
to individual directors) is justified and appropriate. In addition, if the resolution is passed, the Board has approved the implementation of a
new policy requiring directors to hold a minimum number of shares in the Company, which can be acquired over five years.
Directors are proposing that the total directors’ fee pool be increased by $90,000, from $900,000 per annum to $990,000 per annum.
If the increase is approved, the directors will divide the increased amount as they consider appropriate from time to time, with the fees
initially being paid as follows:
Fixing of auditor’s fees and expenses – Resolution 6
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993. Resolution 6 authorises
the directors to fix the fees and expenses of the auditor.
Reasons for the Board’s Recommendations for Resolutions 1, 2, 3 and 4
The Board supports the re-election of Antony Balfour, John Journee, Will Easton and Rachel Taulelei because the Board considers
their experience and skill sets contribute to the overall mix of skills and attributes required by the Board.
Explanatory notes to notice of meeting, cont.
Current Director
remuneration
Proposed Director
remuneration
Board/Committee NamePositionFees (Per Annum)Fees (Per Annum)
Board of Directors
Chair
1
$166,000 $182,600
Member
$78,525 $87,000
Audit and Risk Committee
Chair
$25,000 $27,500
Member
$7,500 $10,000
People and Remuneration Committee
Chair
$20,000 $25,000
Member
$6,000 $6,600
Health, Safety and Wellbeing Committee
Chair
$15,000 $20,000
Member
--
Environmental and Social Sustainability Committee
Chair
- $20,000
Member
- $6,600
Corporate Governance and Nomination Committee
Chair
--
Member
--
Disclosure Committee
Chair
--
Member
--
1.
Includes membership of all Board committees

---

The Warehouse Group Limited
How to Vote on Items of Business
A shareholder who is entitled to attend the meeting and vote on resolutions is
entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not
be a shareholder of the Company. All your securities will be voted in accordance
with your directions.
Voting restrictions
Any votes cast on resolution 5 by any directors and any associated person of
any director will not be valid. However, the Company need not disregard a vote
if it is cast by a disqualified person as proxy for a person who is entitled to vote
in accordance with the express directions on the proxy form, except where the
direction is for the proxy to vote in their discretion.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for this purpose. To do this, enter ‘Chair of
the Meeting’ or the name of the Director in the space allocated for the proxy’s
name. If you tick ‘Proxy Discretion’ for a particular resolution, your proxy will
decide how to vote on that resolution. If you do not name a person as your proxy,
or your named proxy or any alternate do not attend the meeting, the Chair will
be appointed your proxy and may only vote in accordance with your express
direction.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking
the ‘For’, ‘Against’ or ‘Abstain’ box in respect of each resolution OR by ticking
the ‘Proxy Discretion’ box in respect of each resolution. A shareholder can direct
the proxy holder in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not tick any boxes
or if multiple boxes are ticked in respect of a resolution then your proxy will
abstain from voting in respect of that resolution.
Attending the Meeting
Due to the uncertainty of Covid-19, the Company has chosen to hold its Annual
Shareholders’ Meeting as a hybrid meeting. Please refer to the enclosed Notice
of Meeting and Virtual Meeting Guide for details on how to access the meeting
virtually. If you attend the meeting in person you should bring your proxy/voting
form or your CSN/Securityholder Number to assist with registration. If a
representative of a corporate shareholder or proxy is to attend the meeting you
will need to provide evidence of your authorisation to act prior to admission.
Electronic Voting
You can appoint a proxy to cast your vote electronically by accessing Investor
Vote (www.investorvote.co.nz) in accordance with the above instructions. Use
this option if you will NOT be attending the Meeting and wish to lodge your
proxy electronically. Do not return this form if you have lodged your proxy using
Investor Vote.
Signing Instructions for Postal Proxy Forms
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Proxy Form must be signed by a duly
authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at least
one trustee in accordance with the relevant trust deed (using the rules for an
individual or a company, depending upon whether the trustee is an individual or
a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least
one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an
individual or a company).
Joint Shareholders
Where there are joint holders of shares, this Proxy Form should be signed by all
shareholders.
Power of Attorney
If this Proxy Form is completed by an attorney, the power of attorney or a
certified copy must, if not previously produced to The Warehouse Group Limited,
accompany the Proxy Form together with a certificate of non-revocation of
authority.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am (New Zealand time) Wednesday 24 November 2021
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
ATTENDANCE SLIP
The Warehouse Group Limited Annual Shareholders’ Meeting
on Friday 26 November 2021 at 10:00am (New Zealand time)
online through the Computershare Meeting Platform
(https://meetnow.global/NZ) or in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East,
Auckland, New Zealand.
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at The Warehouse Group Limited Annual
Shareholders’ Meeting on Friday 26 November 2021 at 10:00am (New Zealand time) online through the Computershare Meeting Platform
(https://meetnow.global/NZ) or in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand and at any
adjournment of that meeting.
*If you do not name a person as your proxy, or your named proxy or any alternate do not attend the meeting, the Chair will be appointed your proxy and may only
vote in accordance with your express direction. If the Chair is not directed, they will vote in favour of resolutions 1,2,3,4 & 6 only.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you do not mark a box or you mark multiple boxes your proxy will abstain from voting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint*
I/We being a shareholder/s of The Warehouse Group Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
Resolution 1.That Antony Balfour be re-elected as a director of the Company.
Resolution 2. That John Journee be re-elected as a director of the Company.
Resolution 3.That Will Easton be re-elected as a director of the Company.
Resolution 4.That Rachel Taulelei be re-elected as a director of the Company.
Resolution 5.That, with effect from 1 December 2021, the total directors’ fee pool be increased by $90,000, from
$900,000 per annum to $990,000 per annum (exclusive of GST), with up to such amount to be
divided amongst the directors for their services as directors of the Company as the Board may from
time to time determine.
Resolution 6.That the directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the ensuing year.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide your proxy’s details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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The Warehouse Group Limited
Non-executive directors’ fees benchmarking
Summary report
26 October 2021

26 October 2021
PwC
Independence declaration
PwC’s Reward Services team was engaged by The Warehouse Group Limited’s (TWG) Board of Directors (the Board) to provide independent remuneration
benchmarking services in relation to TWG’s Directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of
my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of TWG or any other party
regarding the Services or outcomes of the Services.
In my professional opinion, all members of the PwC engagement team are therefore independent for the purposes of the Servicesasoutlined in the
commentary to Recommendation 5.2 of the NZX Corporate Governance Code 2017
Dated: 26 October 2021
Chris Place
Partner
PricewaterhouseCoopers
2
The Warehouse Group Limited

26 October 2021
PwC
Summary
3
The Warehouse Group Limited
PwC was engaged by TWG Board to provide NED fee benchmarking. The scope of our work was limited to providing market data only, withnorecommendationssought
orprovidedregardinghow TWG’s NEDfeesshould bepositionedrelativetothemarketdata.Forthepurposesofproviding marketdata,two separate comparator groups
were agreed with the Board:
•One group was compiled using comparable market capitalisation (see Appendix 1); and
•The second group was compiled using comparable annual revenue (see Appendix 2).
NZX-listed companies that fell within a size range of circa 50% -200% of TWG (as the subject company) of the respective primary dimensions (i.e. market capitalisation
orannual revenue as the case may be) were the foundation point for these two peer comparator groups. Where companies fell outside this range (some lower, some
higher) these were included for one or more of the following reasons:
•To achieve a relatively even weighting of companies smaller than and larger than TWG for that dimension;
•To ensure TWG’s size for each dimension was relatively aligned with the median of the peer group; and/or
•Due to direct industry relevance e.g. inclusion of Hallenstein Glasson Holdings in the market capitalisation group, although it is smaller than 50% of TWG by market
capitalisation.
The market data table overleaf summarises the market median position of specified Board roles against the median of each of these two groups, together with a
comparative ratio to the median for each TWG role. Data has been sourced from publicly available information, including annual reports and NZX disclosures.
In terms of overall market alignment for TWG:
In our experience there is a closer correlation between market capitalisation and Director fees than the correlation between annual revenues and Directors’ fees.
However, where the Board chooses to position its fees against the market data summarisedinthe table on thefollowingpagewill depend on the Board’s view of the
overall relevance of each comparator group and specifically TWG’s perceived relative complexity of operations, relative scale, ranking (by scale), risk profile and Director
work loads as compared with those of the comparator companies that comprise each group.
Market capitalisation comparator group alignmentAnnual revenue comparator group alignment
•TWG Board Chair & NED roles lag the market median (95% and 87%
respectively), as does the Chair of the Health, Safety & Wellbeing Committee
(86%).
•The Chairs of the Audit & Risk Committee and the People & Remuneration
Committeeboth lead the market median of this data set (each with a 167%
comparative ratio to the median).
•TWG pool fee and total fees paid both lead the respective market medians of
this peer group (115% and 108% respectively).
•There were limited Member of committee roles across this data set which
attracted fees, therefore member data was not provided for these positions,
based on the sample sizes available.
•TWG Board Chair & NED roles lag the market median of this data set at 82%
and 75% respectively.
•Alignment for Chair of Committee roles varies. The Chair of the People &
Remuneration Committee is market median aligned (100%). The Chairs of the
Audit & Risk and the Health, Safety & Wellbeing Committees both lag the
corresponding market median of the data set at 71% and 58% respectively.
•Member data for the Audit & Risk Committee is positioned at 45% of the
market median, whilst People & Rem. Committee members also lag the
median, with a comparative ration of 60%.
•For total fee pool and total fees paid, TWG is positioned at 77% and 71% of
this group’s market median respectively.
•Fee levels for all roles in this group lead those of the market capitalisation
comparator group.

26 October 2021
PwC
Summary
4
The Warehouse Group Limited
Market capitalisation comparator groupAnnual revenue comparator group
Position
TWG fee
policy
Sample sizeMarket median*
Comparison to
the median
Sample sizeMarket median*
Comparison to
the median
Board Chair166,00011174,00095%11201,30082%
NED78,5251390,00087%12105,30075%
Chair of Audit &
Risk Committee
25,0001115,000167%935,00071%
Chair of People &
Rem. Committee
20,000912,000167%1020,000100%
Chair of H, S &
WellbeingCommittee
15,000417,50086%526,00058%
Member of Audit &
Risk Committee
7,500
Insufficient sample sizes
916,50045%
Member of People &
Rem. Committee
6,0001010,00060%
Member of H, S &
WellbeingCommittee
Nil513,000-
Total approved pool
fee
900,00012783,800115%101,166,20077%
Total fees paid703,00013652,500108%12985,80071%
Table 1: Fee summary
* Market fee data has been rounded up or down to the nearest hundred e.g. $90,125 becomes $90,100.

26 October 2021
PwC
5
The Warehouse Group Limited
Appendix 1 –Comparator group by comparable market capitalisation
Table 2:
Source: Market capitalisation data: www.nzx.comJune 2021, revenue and total assets data was taken from the latest annual reports
Organisation name
Market
Capitalisation
($ millions) -
23/06/2021
Company total
revenue
($ millions)
Company total
gross assets
($ millions)
Freightways Limited
2,061
631
1,050
Air New Zealand Limited
1,774
4,836
7,543
Restaurant Brands New Zealand Ltd
1,737
925
1,173
Delegat Group Limited
1,517
303
820
Z Energy Limited
1,347
3,520
2,953
Briscoe Group Limited
1,277
653
697
Heartland Group Holdings Limited
1,201
217
5,318
Kathmandu Holdings Limited
1,142
802
1,573
Stride Stapled Group
1,131
59
1,140
Oceania Healthcare
1,024
193
1,549
Skellerup Holdings Limited
926
251
284
Synlait Milk Limited
831
1,302
1,492
Hallenstein Glasson Holdings Limited
442
288
211
The Warehouse Group Ltd
1,172
3,173
1,855
Market median
1,201
631
1,173
TWG C/R to the median
98%
503%
158%
RELATIVITY TO TWG
7 larger, 6 smaller
2 larger, 11 smaller
3 larger, 10 smaller

26 October 2021
PwC
6
The Warehouse Group Limited
Appendix 2 –Comparator group by comparable annual revenue
Table 3:
Source: Market capitalisation data: www.nzx.comJune 2021, revenue and total assets data was taken from the latest annual reports
Organisation name
Market
Capitalisation
($ millions) -
23/06/2021
Company total
revenue
($ millions)
Company total
gross assets
($ millions)
Meridian Energy Limited
13,271
3,405
9,623
Spark New Zealand Limited
8,915
3,623
4,347
Mercury NZ Limited
8,869
1,768
6,885
Mainfreight Limited
7,562
3,095
2,305
Contact Energy Limited
6,232
2,073
4,896
Fletcher Building Limited
6,191
7,309
8,778
The a2 Milk Company Limited
4,832
1,731
1,453
Vector Limited
4,030
1,294
6,381
Genesis Energy Limited
3,527
2,592
4,582
Air New Zealand Limited
1,774
4,836
7,543
Z Energy Limited
1,347
3,520
2,953
T&G Global Limited
362
1,412
981
The Warehouse Group Limited
1,172
3,173
1,855
Market median
5,512
2,843
4,739
TWG C/R to the median
21%
112%
39%
Relativity to TWG
11 larger, 1
smaller
5 larger, 7
smaller
10 larger, 2
smaller

---

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