Chair and Group CEO’s Presentation 2021 Annual Meeting

The Warehouse Group
Annual Meeting
26 November 2021
Building
New Zealand’s
most sustainable,
convenient and
customer-first
company

2
Directors
Joan Withers
Chair & Independent
Non-Executive Director
Robbie Tindall
Non-Executive Director
John Journee
Independent
Non-Executive Director
Julia Raue
Independent
Non-Executive Director
Anthony Balfour
Independent
Non-Executive Director
Will Easton
Independent
Non-Executive Director
Dean Hamilton
Independent
Non-Executive Director
Rachel Taulelei
Independent
Non-Executive Director
Caroline Rainsford
Future Director

WELCOMEJoan Withers
CHAIR ADDRESS Joan Withers
CEO REVIEW Nick Grayston
BUSINESS OF MEETINGJoan Withers
Election of Directors (Resolutions 1-4)
Directors’ Fees (Resolution 5)
Auditor Fees (Resolution 6)
GENERAL BUSINESS AND Q&A
3

QUESTION PROCESS
4
Written Questions:
If you have a question to submit during the
meeting, please select the Q&A tab on the right
half of your screen at any time. Type your
question into the field and press submit. Your
question will be immediately submitted.
Help:
The Q&A tab can also be used for immediate
help. If you need assistance, please submit your
query in the same manner as typing a question
and a Computershare representative will
respond to you directly.
Alternatively, you can call Computershare on
0800-650-034.

VOTING PROCESS
5
Once the voting has been opened, the
resolutions and voting options will allow
voting.
To vote, simply click on the Vote tab, and
select your voting decision from the options
shown on the screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the tick
appears. To change your vote, select
‘Change Your Vote’.

Joan Withers
Board Chair
6

7

•Due to our exceptionally strong performance in FY21, the Board was
pleased to declare a fully imputed final dividend of 17.5 cents per
share at the time we announced the annual result.The final
dividend was declared on the assumption that New Zealand was
predominantlyat Alert Level 2 or below at the end of October.
•At the end of October, Auckland and parts of Waikato were still in
AlertLevel 3.However, due to our liquidity position, trading
conditions since Auckland and Waikato stores have reopened,
combined with our expected trading in the balance of the peak
trading period, we are pleased to confirm that the final dividend will
be paid to shareholders as scheduled.
•The record date for the dividend was 18 November 2021 and it 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.
8
UPDATE

9
AND CUSTOMERS SAFE
•Keeping our team members and customers safe remains our
utmost priority. Health and safety precautions we have
implemented across our business have enabled us to operate
within Government guidelines and in the safest way possible.
•We continued to pay our 11,000 team members in full throughout
the lockdown periods in the 2021 financial year and have continued
to do so through the most recent lockdown since 18 August.
•For the safety of our team members, our customers and our wider
community, we have announced that from 16 January 2022 only
team members who are fully vaccinated will be able to perform
work for The Warehouse Group.
•As a Group, we have actively supported our team members to
getvaccinated by offering on-site workplace vaccinations, as well
as a one-off incentive payment of $100 to all fully vaccinated
team members.
•We welcome thenew Police NationalRetail Investigation Support
Unitto address retail crime prevention and we continue to work
with New Zealand Police to ensure the safety of our customers
and team members.

10
•A new Board level committee was established in June 2021 to
oversee our environmental, social and sustainability priorities, targets
and reporting.
•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 unfold.
•We have started the process to set ambitious, innovative and forward-
thinkingshort and long-term targets spanning three areas of focus –
Our products and customers, Our planet, and Our communities.
•We are also committed to increasing the transparency of our
sustainability reporting.We have started with GRI reporting in this
years’ Annual Report and are currently reviewing the New Zealand
XRB proposed climate-related disclosures which are in line with the
more globally recognised TCFD reporting.
•We are committed to our sustainability targets and intend to convert a
number of our bank facilities into Sustainability Linked Loans
providing further weight to this commitment.
1.Reduction in carbon emissions since FY19, due to incomparable FY20 year due to COVID-19 lockdown periods.
(1)

•Rachel Tauleleijoined us in February and is standing for re-
election by shareholders at today’s meeting.
•We assess the composition of the board on a regular basis
and we publish our skills matrix in our Annual Report. We
have a comprehensive induction programme and conduct
regular independently facilitated board performance reviews.
•We are committed to ongoing learning as a board and we
have been fortunate to have had access to sessions with
some of the most highly regarded governance thinkers
around the world, to understand what is on the mind of global
governors.
•We are also committed to assisting the pipeline of younger
directors coming through and are delighted to have secured
our next Future Director in Caroline Rainsford, who is the
Country director for Google New Zealand.Caroline replaced
Renee Mateparaewhose term ended in September.
11

•Resolution 5 at this Annual Meeting seeks approval for an increase in the total directors’ remuneration fee pool.
•The current directors' remuneration fee pool of $900,000 per annum was approved at the Annual Shareholders'
Meeting held on 22 November 2013.
•Earlier this year, PwC was engaged to provide an independent benchmarking report on non-executive director fees
payable in comparable companies.
•The Board then reviewed the fees paid to the Company's directors, taking into account the results of the
benchmarking report 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.
•Based on the results of this review, the directors concluded that an increase in the total fees payable to directors is
justified and appropriate.It is proposed that the total directors’ fee pool be increased by $90,000, from $900,000
per annum to$990,000 per annum (exclusive of GST).
•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.
12
FEES

Nick Grayston
Chief Executive Officer
13

14
✓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 finished goods 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 in store held for more than 26 weeks.
OUR STRATEGIC
PRIORITIES

ECOSYSTEM
15
•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.
•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.

16
•On 20
th
October we launched the new MarketClubmembership programme.
•This provides our customers with more convenience, more ways to save money and more ways to give back.
•MarketClubprovides the Group with the opportunity to:
•understand more about our customers shopping habits;
•send more targeted communications, so theyshopmore frequently with us and increase their basket size;
•increase customer understanding and put the customer at the centre of everything we do.
•MarketClubis available online at TheMarket.com and in store at The Warehouse –our intention is to extend the
programme Group-wide.
•MarketClubmembership is free –customers unlock exclusive offers and benefits, with a charitable donation made by
The Warehouse Group on their behalf with every purchase at The Warehouse.
•MarketClub+ is a paid membership on TheMarket.com,with free shipping on eligible items when you spend over $45.
•Through MarketClubwe will unlock the ability to drive greater preference for customers to choose us first, improving
customer experience and creating a cohesive Group ecosystem.
•Our combined loyaltyprogrammesprovide us with nearly 4 million unique customer records
(1)
.
(1) TWG Internal Data 2021, aggregated and de-duped across 9 data sources. Over 10M total records (not unique)
MARKETCLUB

Setting aspirational sustainability targets
17
•On 8November 2021, The Warehouse Group
announced a new $70 million Sustainability Linked Loan
with Westpac.
•The Warehouse Group needs to meet five sustainability
performance goals including sustainable packaging,
carbon emissions and gender targets to receive
discounted rates.
•The two-year extendable loan financially incentivises the
Group to meet sustainability targets set out over a 4-year
time period.
•The targets are ambitious, innovative and forward-
thinking and are key priorities in our sustainability
journey.
•Customers and shareholders care about the environment
and want to know that the way we source, package and
ship the products we sell is ambitiously ethical and
sustainable.Under these new loan conditions, we will be
strengthening that commitment.
50% of brands
(1)
that are directly owned by The
Warehouse Group must have sustainable packaging
that is compostable, or recyclable solely at New Zealand
kerbside or in store by FY25
(2)
All Tier 2 Sources for at least 50% of Tier 1 Suppliers
(3)
will comply with The Warehouse Group’s Labour &
Environmental Policy by FY25
Reduce absolute Scope 1 and Scope 2 greenhouse gas
emissions by at least 5% for each year of the loan
against an FY20 Baseline
Gender Pay Equity: Achieve 100% pay equity across its
overall workforce
Gender Representation: The board, executive team, or
those who directly report to the executive team, are 50%
women
1.The Warehouse and Warehouse Stationery
2.As defined in The Warehouse Group’s packaging guidelines
3.The Warehouse and Warehouse Stationery

Torpedo7
$158.7m
The
Warehouse
$1,804.9m
Noel
Leeming
$1,128.2m
Warehouse
Stationery
$274.6m
The
Warehouse
$187.6m
$132.7m
Other
$48.2m
SUMMARY
FY21 Adjusted 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
($28.8m)
$4.0m
Total Group
$240.6m
$191.3m
17.7%
TheMarket
$(20.7)m
$5.9m
Our core brands reported record full year operating profits in FY21
18
52.9%
8.0%
33.1%
4.6%
1.4%
FY21 Group Sales
$3,414.6m

19
BY BRAND
+5.8%+4.8%
to 6.3% of total sales
42.2%
430 basis point improvement
+37.9%
+2.2%flat
to 10.3% of total sales
48.3%
580 basis point improvement
+64.4%
+11.7%-6.4%
to 10.5% of total sales
23.3%
140 basis point improvement
+9.3%
37.9%
1,500 basis point improvement
+22.2%+18.6%
to 28.8% of total sales
+26.1%
Sales GrowthGross Profit
Margin
Online Sales
Growth
Growth in Click &
Collect Fulfilment

-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
W1W2W3W4W5W6W7W8W9
W10W11W12W13W14W15W16W17W18W19W20W21W22W23W24W25W26W27W28W29W30W31W32W33W34W35W36W37W38W39W40W41W42W43W44W45W46W47W48W49W50W51W52
H1 AND H2 SALES TREND
2020
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%

CAPITAL EXPENDITURE
•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 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 SWAS stores were
opened during the year including Masterton, Lyall Bay,
Whanganui, Oamaru, Riccarton, TeAwamutu and New
Plymouth The Valley.
•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
21

22
•Group sales for 13 weeks to 31 October 2021 were $630.7 million,
down 14.6% compared to the same quarter in FY21.
•Online sales growth of 118.2% compared to the same quarter in
FY21, representing 30.1% of Group sales.
•Group gross profit margin was 32.9% for FY22 Q1, a decline of 200
basis points on FY21 Q1, due to product mix and seasonal stock
clearance.
PERFORMANCE UPDATE
$298.2m
(down 21.4%)​
+164.1%
$48.2m
(down 22.0%)
+91.8%
$238.7m
(down 4.8%)​
+148.5%
$34.2m
(up 1.2%)
+73.0%
FY22 Q1 Sales
(1)
FY22 Q1 Online
Sales Growth
(1)
-70%
-60%
-50%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
W1W2W3W4W5W6W7W8W9W10W11W12W13W14W15
FY22 Q1 Weekly Sales Growth
Aug 18th –All NZ in
Level 4 lockdown
Auckland remains
in Level 4 –Rest of
NZ to Level 2
Auckland and
Waikato stores both
reopened under
Level 3, Step 2
FY22 Q2FY22 Q1
1.Growth rates are FY22 Q1 compared to FY21 Q1.

23

RE-ELECTION OF
ANTONY BALFOUR
25
Resolution 1Voted%
For194,368,16498.92
Against50,8570.03
Discretionary2,076,883 1.06
Abstain29,961-
Proxy votes received in respect of this resolution:

RE-ELECTIONOF
JOHN JOURNEE
26
Resolution 2Voted%
For194,233,06998.85
Against188,1370.10
Discretionary2,074,1191.06
Abstain30,540-
Proxy votes received in respect of this resolution:

RE-ELECTION OF
WILLIAM EASTON
27
Resolution 3Voted%
For194,352,812 98.91
Against60,1940.03
Discretionary2,083,0831.06
Abstain29,776-
Proxy votes received in respect of this resolution:

RE-ELECTIONOF
RACHEL TAULELEI
28
Resolution 4Voted%
For194,308,44698.90
Against75,1480.04
Discretionary2,091,5611.06
Abstain50,710-
Proxy votes received in respect of this resolution:

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.
29
DIRECTORS’ FEES
Resolution 5Voted%
For18,189,71887.77
Against529,5972.56
Discretionary2,004,2959.67
Abstain175,802,255-
Proxy votes received in respect of this resolution:

30
AUDITOR FEES
That the Directors are authorised to fix the fees and expenses of PricewaterhouseCoopers
as auditors for the ensuing year.
Resolution 6Voted%
For194,328,89798.90
Against218,6260.11
Discretionary1,945,4400.99
Abstain32,902-
Proxy votes received in respect of this resolution:

VOTING PROCESS
31
Once the voting has been opened, the
resolutions and voting options will allow
voting.
To vote, simply click on the Vote tab, and
select your voting direction from the options
shown on the screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the tick
appears. To change your vote, select
‘Change Your Vote’.
Discretionary votes held by Directors
Resolution 1240,835
Resolution 2240,071
Resolution 3240,835
Resolution 4249,313
Resolution 5212,523
Resolution 6116,213

32

If you have a question, please select the Q&A
tab on the right half of your screen at anytime.
Type your question into the field and press
submit. Your question will be immediately
submitted.
Help:The Q&A tab can also be used for
immediate help. If you need assistance,
please submit your query in the same manner
as typing a question and a Computershare
representative will respond to you directly.
QUESTION PROCESS
33

34

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.
35
DISCLAIMER