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The Warehouse Group Limited FY22 Result

Full Year Results27 September 2022WHSConsumer Discretionary

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

Reporting Period 52 weeks to 31 July 2022

Previous Reporting Period 52 weeks to 1 August 2021

Currency New Zealand dollars

$3,294,332

$3,294,332

$87,088

$87,088

Final Dividend

Record Date 17 November 2022

Dividend Payment Date 02 December 2022

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Revenue from continuing

operations

down (3.5)%

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

Total Revenue down (3.5)%

Net profit/(loss) from

continuing operations

down (19.3)%

Total net profit/(loss) down (19.3)%

Amount per Quoted Equity

Security

$0.10000000

Imputed amount per

Quoted Equity Security

$0.03888889

Current periodPrior comparable period

Net tangible assets per

Quoted Equity Security

$0.780 (31 July 2022) $0.860 (01 August 2021)

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 31 July 2022.

Certain comparative amounts reported for the previous year have been restated

following adoption of the Cloud Computing Arrangement agenda decision

issued by the International Financial Reporting Standards Interpretations

Committee (IFRIC) in April 2021. Information relating to these adjustments are

detailed in note 17 of the Financial Statements.

Jonathan.Oram@thewarehouse.co.nz

28 September 2022

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) 489 7000

---

THE WAREHOUSE GROUP
FY22 ANNUAL

RESULTS

28 SEPTEMBER 2022

Chair’s Update, Joan Withers
Group Update, Nick Grayston

Group Financials, Jonathan Oram

FY23 Outlook, Joan Withers

Appendix A: Divisional Results

Appendix B: Additional Information

CONTENTS

3

9

17

29

32

37

CHAIR’S UPDATE
JOAN WITHERS

3

4
THROUGH ANOTHER DISRUPTED YEAR, WE HAVE

DELIVERED A STRONG RESULT WHILE INVESTING IN

THE FUTURE

We have never been more confident of our innovation

strategy –to provide a personalised, integratedand

friction-free shopping experience.

The resilience, focus and agility of our team have been hallmark themes for the Group over the

last two years and I’d like to recognise and commend all our team members for their

commitment to our customers and one another through this period.

There have been COVID-19 store closures and restrictions, disruption to our supply chain and

increased ocean freight costs which have had an impact on sales and gross profit margin.

There has also been a cost in making sure our team and customers are kept safe in the context

of the pandemic, combined with additional costs of providing greater remuneration equity and in

increasing our marketing investment in grocery and TheMarket.com.

As a result of COVID-19 impacts, each of our brands have experienced a decline in sales and

gross profit margin compared to FY21, with the exception of Torpedo7 which has continued its

pleasing sales growth.

We are investing in our strategy to build a world class retail ecosystem in the roll out of our

groupwide membership programme, in systems and infrastructure, and in the continuous

empowerment and development of our people.

We are excited to share our new vision –to make sustainable living easy and affordable for

everyone.

4

1.Comparable Adjusted Net Profit After Tax (NPAT) is Adjusted Net Profit before the new adjustment for Cloud Computing Arrangements (Software as a Service, “SaaS”) which included a restatement in FY21 of $8.3m and impacted
FY22 by $11.4m, after tax. Refer to Slide 19 and 38 for analysis of these adjustments to reported EBIT and NPAT.

2.Reported Net Profit After Tax (NPAT) is only compared against FY21, as FY20 and FY19 has not been restated for SaaS adjustment, so is not comparable against restated FY21 and FY22.

3.Online Sales includes The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7, sales through 1-day.co.nz and revenue fromTheMarket.com; but excludes TheMarket.com Gross Merchandise Value(GMV).

4.Includes Click & Collect sales through The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7 only, excludes TheMarket.com sales.

Online sales

(3)

$503.3m

Up 39.8% on FY21, making up 15.3%

of total Group Sales, up from 10.5% in

FY21.

Click & Collect

(4)

sales $222.8m

Up 54.9% on FY21 and making up

49.0% of all online sales

$3,071.4

$3,172.8

$3,414.6

$3,294.3

FY19FY20FY21FY22

Group Sales ($m)

$1,028.6

$1,034.9

$1,241.4

$1,164.4

FY19FY20FY21FY22

Gross Profit ($m)

$109.3

$89.3

FY21FY22

Reported NPAT

(2)

($m)

Reported NPAT $89.3m

Down 18.3% against the reported

result of $109.3m NPAT in FY21.

FY20

3.8%

FY22 ANNUAL RESULTS HIGHLIGHTS

Gross Profit margin 35.3%

Down from 36.4% in FY21 but up from

34.7% in FY22 H1, and up from

32.6% in FY20.

5

FY21

3.5%

FY20

12.5%

FY21

6.2%

FY21

18.3%

$74.1

$32.1

$175.5

$96.9

FY19FY20FY21FY22

Comparable NPAT

(1)

($m)

Comparable NPAT $96.9m

NPAT, excluding unusual items and

before cloud computing adjustments.

FY22 $96.9m –down 44.8% on FY21,

and our second best result in the last

15 years.

FY20

118.2%

FY21

44.8%

Carried over 35,600unique
private label products with

sustainable features, accounting

for over $213 million in sales during the

year.

We have continued our sustainability journey in FY22

Diverted 653 tonnes of post-

consumer waste from landfill –

Soft plastics, e-waste, ink and

toners, and other hard to recycle

items

GHG emissions

1

12,334 tCO2e of Scope 1 and 2

emissions, an increase of 0.3%

compared to FY21

$3.7 million raised for New Zealand

charities and communities

1.Refer toThe Warehouse Group 2022 Emissions Inventory Report for full details.

Zero Waste

Diverted 73.4%operational

waste from landfill

SUSTAINABLE & AFFORDABLE

Electrifying our fleet

98% of passenger fleet EV at FY22 –

on the path to 100% EV passenger

fleet by 2025

6

6

1.Pay Equity measures the median hourly salary or wages of female team members against male team members for the same role.A percentage below 100% indicates male
team members’ median hourly rate is higher than female team members.A percentage above 100% indicates female members’ median hourly rate is higher than male team

members.A percentage of 100% indicates gender pay equity.

eNPS

24pts

In-store team

members +8

LOOKING AFTER OUR PEOPLE

7

eNPS

36pts

DC & FC team

members +10

eNPS

48pts

SSO team

members +14

Our Employee NPS (eNPS) has never been

higher, with eNPSscores up across all our team

members, including in-store, distribution and

fulfilment centres, and in our Store Support Office.

100%

Gender Pay

Equity

46.6%

of senior

leaders who

are female

Gender equity remains a key focus for us –we

are pleased to report we have 100% gender pay

equity at Group Level and females hold 46.6% of

our senior leadership roles.

SV1FR

down

36.6%

TRIFR

down

33.6%

The health, safety and wellbeing of our people

and customers is of utmost priority. Our two key

metrics –Severity 1 Frequency Rate and Total

Recordable Injury Frequency Rate –were down

36.6% and 33.6%, respectively.

8
•The Board is pleased to announce a fully imputed final dividend of 10.0 cents per share.

Along with the interim dividend of 10.0 cents per share, this brings the full dividends for the

FY22 year to 20.0 cents per share.

•The Group 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.

•The record date for the dividend will be 17 November 2022 and will be paid on 2 December

2022.

•Given the impact of SaaS adjustment on net profit this year, the dividend pay-out ratio is

81.1% in FY22 (71.6% excluding the SaaS adjustment).

10.0

9.0

13.0

10.0

6.08.0

17.5

10.0

5.0

16.0

17.0

35.5

20.0

FY18FY19FY20FY21FY22

Interim DividendFinalSpecial

Historical dividends (cps)

per share

FY22

Final Dividend

10c

DIVIDENDS

8

GROUP UPDATE
NICK GRAYSTON

9

OUR PURPOSE, VISION, VALUES, AND
CUSTOMER EXPERIENCES ARE ALIGNED

Our Purpose

Helping Kiwis live better every day

iatangata, iarā

Our Vision

To make sustainable living easy and affordable for everyone

kiangāwari, kiautu māmāhokitenohotiakitaiaoa tekatoa

Our Standards and Values

We go all in

#OwnIt

We win for our customers

#ThinkCustomer

We are here for good

#DoGood

Our Strategic Customer Experiences

1st Party Unified Data = Meaningful Experiences for our Customers

Helping customers to find what

they’re looking for, at prices

that are great, every time

Helping customers to enjoy

fast, easy, and reliable ways to

get what they need

Helping customers to have

access to affordable solutions

that help them live sustainably

Helping customers

to feel recognised

and rewarded

Helping customers get easy

and high-quality customer

service every time

12345

Range & ValueAvailability & FulfilmentSustainable & AffordableLoyalty & PaymentsCustomer Service

10

ERPFI
WMS

11

Enterprise Resource Planning Finance and

Inventory (ERPFI) system upgrade is the

most significant of our core system projects

–we delivered the finance module in FY22,

with the inventory module on track for

delivery in April 2023.

We completed the deployment of our

Warehouse Management System (WMS)

solution in our NIDC, the final instalment in

this multi-year programme.

GOMS

Our cloud-based Group Order

Management Solution (GOMS) will deliver

a group solution for all our brands; improve

our customer experience for online orders,

delivery and click and collect; and enable

our ecosystem strategy.

PROGRESS ON MAJOR STRATEGIC INITIATIVES

Our marketplace platform continues to

grow:

•390,000 active customers

•4.2 million products

•6,500 local and international brands

•39 million online sessions

•$110m Gross Merchandise Value

Our Group wide membership programme

launched in October 2021 –with 600k

active members at the end of FY22,

increasing to nearly 700k by the end of Aug

2022.

Growth in emerging grocery business:

•Pantry and chilled items had sales

growth of 40%+

•Grocery is now available in all 89 The

Warehouse stores

•35 individual product lines in our Market

Kitchen private label range.

GROCERY

NEW ZEALAND REACH
OUR STORES

•249 stores from Kaitaiato Invercargill

•40 years of store network in the making

•Optimising our store footprint is an ongoing process

•In FY22:

•10 Warehouse Stationery SWAS stores integrated into

The Warehouse stores, bringing the total to 35

•3 The Warehouse store refurbishments

•3 new Torpedo7 stores

•Our store footprint is an increasingly important part of our

integrated retail value chain –with the increase in click and

collect online shopping.

12

13
MAKING SUSTAINABLE LIVING EASY AND

AFFORDABLE FOR EVERYONE

ECOSYSTEM

OUR INTEGRATED

•We have strong ecosystem foundations in place, with an established

physical footprint and market-leading digital assets.

•Our unique combination of local assets, global partnerships and a strong

financial position means we can scale our business further by investing in

the right capabilities to serve customers holistically, creating greater

customer value over time.

•We launched our Group-wide membership programme, MarketClub,

initially into The Warehouse andTheMarket.com.

•Our strategic investment in Zoom Health, the operator of Zoom

Pharmacy, is an example of where we can partner and invest to provide

convenient and affordable services for all Kiwis.

•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.

14
•Launched MarketClubgroup membership programme across The Warehouse

and TheMarket.com in October 2021.

•This launch was a first step towards a unified Group-wide customer

membership programme that is both rewarding and frictionless, providing

unmatched value for customers.

•Opportunity to enable 4.2+ million unique customer records across the Group,

moving from transactional relationships to engaging customer lifetime value

(1)

.

•MarketClubmembers are more engaged shoppers, with higher average

spend, frequency, and order value behaviours than non-members

(2)

.

•Customers are telling us they love the programme, with members showing

higher in-store and in-app net promoter scores (NPS) vs non-members

(2)

.

•Free and subscription options provide the foundation required to deliver

enhanced convenience, value, and services for customers. MarketClub+

provides free shipping for orders on TheMarket.com.

•Furthermore, every time a customer shops with The Warehouse through

MarketClub, we donate a portion of the sale to their chosen charity.

•Investment is underway into systems and backend tools to support future

customer features and benefits, first-party data, retail media, and the unified

expansion of the programme across the full portfolio of brands.

1.Source: Salesforce Service Cloud

2.Source: TWG Insights

Launched

October

2021

Acquired nearly

600k

active members

in FY22

(2)

MARKETCLUB

OUR GROUP MEMBERSHIP PROGRAMME

IS GATHERING MOMENTUM

56%

of Torpedo7 and

Noel Leeming

sales toloyalty

members

(2)

6.5k
brands

★★★★★

Customer review

390k

active

customers

4.2m

products

Average per

customer spend

+14%

FY22 vs FY21

39m

online sessions

$110m

GMV

1

15

1. Gross Merchandise Value

GET IT ALL DONE

16
MARKETMEDIA

OUR RETAIL MEDIA NETWORK

1.Source: TWG Insights, SimilarWeb, AppAnnie, and Bellwether

2.Source: TWG Insights

CONNECTING SUPPLIERS WITH NEW ZEALAND’S

LARGEST INTEGRATED RETAIL AUDIENCE

(1)

•The goal of MarketMediais to allow suppliers to reach and

connect with millions of consumers based on real-time

purchasing behaviour and intent signals, providing a holistic

view of customer behaviour, measurable results, and closed-

loop targeting and performance insights linked all the way

through to transactions.

•For our customers, this means we can offer better shopping

experiences with more deals and relevant recommendations

that are right for them.

•For our suppliers, this means we can give them powerful ways

to grow their businesses across our family of brands.

•For advertisers, MarketMediawill provide an access point into

our private ad marketplace, enabling advertisers to directly

connect with New Zealand’s largest integrated retail audience

across the Group’s top-ranked sites, apps, and millions of

weekly visits to our stores.

$20.9

million

in FY22 retail

media revenue

(1)

+132%

growth in digital

retail media

revenue vs

FY21

(2)

Launching

retail media

network

FINANCIALS
JONATHAN ORAM

GROUP

17

For the year ended 31 July 2022
1.Operating Profit excludes the impact of NZ IFRS 16 and is a non-GAAP measure, refer to note 2.0 of the Financial Statements for a reconciliation to reported Operating Profit. A reconciliation

between Operating Profit, Earnings Before Interest and Taxation (EBIT) and NPAT is located on Slide 38 and in Note 5 of the financial statements for the year ended 31 July 2022.

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 38 and in Note 5 of the

financial statements for the year ended 31 July 2022.

3.Comparable Adjusted Net Profit After Tax (NPAT) is Adjusted Net Profit before the new adjustment for Cloud Computing Arrangements (Software as a Service, “SaaS”) which included a

restatement in FY21 of $8.3m and impacted FY22 by $11.4m, after tax. Refer to Slide 19 and 38 for analysis of these adjustmentsto reported EBIT and NPAT.

The financial information in this presentation, consistent with the financial

statements, is presented post the change in how the Group accounts for

Cloud Computing Arrangements (Software as a Service, “SaaS Adjustment”).

•Group sales were down 3.5% in FY22 compared to FY21, as our Auckland

stores were closed for 84 days and stores New Zealand wide were closed for at

least 21 days in the first half of the year.

•The second half saw an improvement with sales decline of 2.6% in FY22 H2,

compared to FY21 H2, versus 4.3% decline in the first half of this year, but was

still disrupted with 74 days at Red level and Omicron peaking.

•The Warehouse and Warehouse Stationery experienced a decline in sales of

4.3% and 9.1%, respectively, while Noel Leeming was less impacted with

decline of 2.8%.

•Torpedo7 continued growth in sales up 8.0% year on year, with three new

stores opening during the year.

•Gross profit margin was 35.3% for the full year and while a decrease compared

to a record FY21, represents an improvement from 34.7% gross profit margin in

FY22 H1, as trading normalised in the second half and increased freight costs

were absorbed.

•CODB increased 3.5% and increased as a percentage of sales to 31.8%, driven

by increased advertising and promotion including grocery, digital media and

TheMarket.com, and continued COVID-19 safety costs, particularly in H1.

•Excluding the impact of the SaaS adjustment, Comparable Adjusted NPAT is

$96.9m –our second best result in the last 15 years.

•Lower revenue and gross profit, combined with higher working capital due to

increased stock on hand at year end, impacted operating cash flow.

$ million

FY22FY21Variance

Group Sales

3,294.3 3,414.6

(3.5%)

Gross Profit

1,164.4 1,241.4

(6.2%)

Gross Profit Margin %35.3%36.4%(110) bps

Cost of doing business (“CODB”)

1,047.6 1,012.4

3.5%

CODB %31.8%29.7%210 bps

Operating Profit

1

116.8 229.0

(49.0%)

Operating Profit Margin %3.5%6.7%(320) bps

NPAT (reported)

89.3 109.3

(18.3%)

NPAT (adjusted)

2

85.5 167.2

(48.9%)

Comparable NPAT

3

96.9175.5(44.8%)

Operating Cash Flow

105.4 226.0

(53.3%)

Dividends (cps)

20.0 35.5

(15.5)

PERFORMANCE

GROUP

18

•In April 2021 IFRIC concluded that costs incurred to configure or customise software in Cloud Computing Arrangements (Software as a Service, “SaaS”)
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.

•The Group previously capitalised these costs as intangible software assets. As a consequence of the IFRIC decision, the Grouphas changed its accounting

policy relating to implementation costs for cloud computing arrangements resulting in a retrospective restatement of the Group’sfinancial statements (SaaS

Adjustment). This has caused a reduction in the carrying value of intangible software assets by $63.6 million (FY21: $39.8 million),and a corresponding

reduction in the amortisation expense of $9.3 million (FY21: $6.0 million) in the Income Statement, before tax.In some instances, the implementation costs

associated with the SaaS project can be treated as a prepayment and amortised.

•The decrease in the amortisation expense was offset by the recognition of an expense for the configuration and customisation costs that were previously

capitalised, resulting in a net reduction in pre-tax profit of $15.9 million (2021: $11.6 million).

•The Group is part way through a multiyear programme to replace its core Information and Technology systems from being predominantly on-premise to a

cloud-based architecture.

FY22 RESULTS –SaaS Adjustment

Before Policy change

(excl IFRS16)

SaaS AdjustmentAfter Policy change

(excl IFRS16)

$ million

FY22 FY21FY22FY21FY22FY21

Group Sales

3,294.3 3,414.6 --3,294.3 3,414.6

Gross Profit

1,164.4 1,241.4 --1,164.4 1,241.4

Employee expense

(564.8)(573.7)(10.6)(8.4)(575.4)(582.1)

Depreciation and amortisation expense

(197.4)(189.8)9.3 6.0 (188.1)(183.9)

Other operating expenses

(269.5)(237.2)(14.6)(9.2)(284.1)(246.4)

Operating Profit

1

132.7 240.6 (15.9)(11.6)116.8 229.0

Adjusted NPAT

2

96.9175.5(11.4)(8.3)85.5167.2

1.Operating Profit excludes the impact of NZ IFRS 16 and is a non-GAAP measure. A reconciliation between Operating Profit and Earnings Before Interest and Taxation (EBIT) is located on Slide 38

and in Note 5 of the financial statements for the year ending 31 July 2022.

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 38 and in Note 5 of the financial

statements for the year ended 31 July 2022.

19

•Sales improved in the second half with decline in sales of 2.6% with some recovery from the challenging first half when the country
was in lock down.

•Gross Profit also showed signs of recovery with a Gross Profit decrease of 3.6% compared to 8.5% in the first half as trading

normalised.

•This was underpinned by an improvement in Gross Profit margin, with a decline of 38 bps in the second half versus last year as freight

costs stabilised and online sales reduced from their H1 highs.

•CODB was 6.3% higher than last year in the first half, primarily due to COVID-19 driven costs with extra staff and compliance costs in

our stores and Distribution Centres.

FY22 RESULTS –H1 and H2 performance

20

For the year ended 31 July 2022

H1H2

$ million

FY22 H1 FY21 H1Variance %FY22 H2FY21 H2Variance %

Group Sales1,730.0 1,808.3 (4.3%)

1,564.31,606.3

(2.6%)

Gross Profit599.6 655.4 (8.5%)

564.8586.0

(3.6%)

Gross Profit Margin %

34.7%36.2%

(150 bps)

36.1%36.5%

(38 bps)

Cost of doing business (“CODB”)534.1 502.4 6.3%

513.5510.0

0.7%

CODB %

30.9%27.7%

320 bps

32.8%31.7%

108 bps

Operating Profit

1

65.5 153.0 (57.2%)

51.376.0

(32.5%)

Operating Profit Margin %

3.8%8.5%

(470 bps)

3.3%4.7%

(145 bps)

Adjusted NPAT

2

48.0 111.0 (56.8%)

37.556.2

(33.3%)

Online sales as a % of sales

3

19.4%11.1%835 bps

10.7%10.0%

74 bps

1.Operating Profit excludes the impact of NZ IFRS 16 and is a non-GAAP measure. A reconciliation between Operating Profit and Earnings Before Interest and Taxation (EBIT) is located on Slide 38 and in

Note 5 of the financial statements for the year ending 31 July 2022.

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 38 and in Note 5 of the financial

statements for the year ended 31 July 2022.

3.Online Sales includes The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7, sales through 1-day.co.nz and revenue fromTheMarket.com; but excludes TheMarket.com Gross

Merchandise Value(GMV).

1,683.4
1,808.3

1,730.0

1,489.4

1,606.3

1,564.3

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

202020212022

H1H2

$mFY22 H1FY21 H1FY20 H1

Var % to

FY21 H1

Var % to

FY20 H1FY22 H2FY21 H2FY20 H2

Var % to

FY21 H2

Var % to

FY20 H2FY22FY21FY20

Var % to

FY21

Var % to

FY20

The Warehouse895.4 967.3 938.8 (7.4%)(4.6%)831.5837.6767.2(0.7%)8.4%1,726.9 1,804.9 1,706.0 (4.3%)1.2%

Warehouse Stationery122.0 136.6 133.8 (10.7%)(8.8%)127.7138.0135.0(7.5%)(5.4%)249.7 274.6 268.8 (9.1%)(7.1%)

Noel Leeming582.7 593.2 512.8 (1.8%)13.6%514.0535.0497.2(3.9%)3.4%1,096.7 1,128.2 1,010.0 (2.8%)8.6%

Torpedo797.5 84.9 65.8 14.8%48.2%74.073.864.10.3%15.4%171.5 158.7 129.9 8.1%32.0%

Other

1

32.4 26.3 32.2 23.2%0.6%17.1 21.9 25.9 (21.9%)(34.0%)49.5 48.2 58.1 2.7%(14.8%)

Total Group Sales1,730.0 1,808.3 1,683.4 (4.3%)2.8%1,564.301,606.301,489.40(2.6%)5.0%3,294.3 3,414.6 3,172.8 (3.5%)3.8%

•FY22 H1 sales were significantly impacted due to COVID-19

lockdowns including 84 days in Auckland and at least 21 days

throughout the rest of New Zealand when our stores were forced

to close.

•Although online sales were strong, this did not replace the 12.1%

decrease in foot traffic we saw through our stores across the full

year.

•The Warehouse and Warehouse Stationery were most impacted

in the first half, but experienced the biggest improvement in the

second half.

•Torpedo7 had a very strong first half with 14.8% growth vs HY21

H1, however this tapered in the second half with growth of 0.3%

compared to FY21 H2.

•Total Group sales improved from a decline of 4.3% in H1 to a

decline of 2.6% in H2 –both periods saw strong growth vs 2020.

1.Other sales includes sales through 1-day.co.nz, revenue from TheMarket.com (excluding gross merchandise value(GMV)), and other Group operations and eliminations.

FY22 SALES –HALF YEAR SALES TREND

21

H2

2.6%

H1

4.3%

42.1%
48.3%

23.3%

37.9%

40.3%

47.5%

23.2%

36.0%

The WarehouseWarehouse StationeryNoel LeemingTorpedo7

FY21FY22

Gross Profit Margin (%) by Brand

•Overall trend since 2018 has been a significant improvement in Group Gross Profit Margin, which is up 220 basis points over this period.

•FY22 Group Gross Profit Margin decreased 110 basis points versus last year to 35.3%.

•The Warehouse Gross Profit Margin was the main driver of margin decline over the year as the largest brand (52% of sales) experienced a

180 bps decline in the year.

Group Gross Profit Margin (%)

FY21 to FY22

Group Gross Profit Margin (%)

33.1%

33.5%

32.6%

36.4%

35.3%

FY18FY19FY20FY21FY22

GROSS PROFIT MARGIN

22

•Cost of doing business (“CODB”) increased in FY22 due to other expenses
including:

•increased advertising and promotion in TheMarket.com to grow

GMV, grocery and digital media;

•COVID-19 related non-labour compliance costs in our stores and

Distribution Centres; and

•increased IT expenses on projects such as MDM, ERPFI and core

infrastructure services.

•In FY22, SaaS adjustments have increased FY22 CODB by $15.9 million,

made up of:

•$10.6 million increase in employee expenses (FY21: $8.4m);

•$14.6 million increase in other expenses (FY21: $9.2m); offset by

•$9.3 million decrease in depreciation expenses (FY21: $6.0m).

•Employee expenses reduced by $6.7 million versus last year with

incentives across the Group $30.1 million lower, including the all of

company cash bonus paid in FY21 of $8.6 million.

•On a percentage of sales basis, excluding SaaS adjustments, CODB

increased from 29.4% to 31.3% in FY22.With the additional IT-related

costs which are now expensed rather than capitalised, FY21 CODB would

have been 29.7%, increasing to 31.8% in FY22.

23

17.5%

17.0%

17.7%

16.9%

17.1%

2.0%

2.0%

1.8%

1.6%

1.8%

5.3%

5.4%

4.3%

3.9%

4.1%

5.2%

5.5%

7.2%

7.0%

8.2%

30.0%

29.8%

31.0%

29.4%

31.3%

FY18FY19FY20FY21FY22

Employee ExpenseDepreciation and Amortisation Expense*Lease Expense*Other Expense

COST OF DOING BUSINESS

* Cost of doing business excludes NZ IFRS 16, as presented in the Income Statement

CODB Movement ($m) –FY21 to FY22

CODB breakdown –Pre-SaaS cost as % of sales

(Post-SaaS)

(Post-SaaS)

29.7%

31.8%

$ million
FY22FY21Variance

Inventory

562.3 457.2

105.1

Trade and other receivables

99.5 84.0

15.5

Trade and other payables

(480.5)(436.6)

(43.9)

Provisions

(71.0)(97.9)

26.9

Working Capital

110.3 6.7

103.6

Associate

3.8 -

3.8

Fixed Assets

303.2 248.8

54.4

Funds Employed

417.3 255.5

161.8

Tax Assets

90.7 85.1

5.6

Derivatives

28.8 5.8

23.0

Right of Use Assets

673.3 736.5

(63.2)

Goodwill and Brands

73.0 73.0

-

Capital Employed

1,283.1 1,155.9

127.2

Shareholders Equity

421.9 426.9

(5.0)

Minority Interests

(0.8)(2.7)

1.9

Net Debt / (Cash)

41.2 (160.5)

201.7

Net Lease Liability

820.8 892.2

(71.4)

Sources of Funds

1,283.1 1,155.9

127.2

Liquidity

378.8490.5(111.7)

24

•Group working capital position has increased at the end of FY22due to

increased level of inventory, partially offset by an increased payable

balance.

•Inventory increased at year end due to a combination of cost inflation,

continued delays, and increased ordering on key continuity lines to ensure

we have stock leading into the busy peak periods. This has increased

inventory, as well as increased trade payables.

•Fixed assets increased due to continued systems investment, particularly in

ERPFI, Group Order Management System and Master Data Management

systems. Store development expenditure increased with the integration of a

further 10 SWAS stores and refurbishment of 3 The Warehouse stores.

•Net cash flow decreased $201.7 million resulting in a year end net debt

position of $41.2 million.

•We have increased our committed bank facilities to $420 million, (from $330

million in FY21), providing the Group with total liquidity of $378.8 million at

year end (FY21: $480.0 million) and within the Group’s target liquidity

requirement of $350 million -$450 million.

As at 31 July 2022

BALANCE SHEET

•FY22 saw increased inventory through a combination of cost inflation,
continued delays and purchasing to secure peak trading stock in the wake of

uncertain shipping costs and booking slots.

•Goods in transit at year end were $94.1 million, up 43.0% from last year,

and indicative of these ongoing delays.

•As a result of increased inventory and less immediate sell through, Group

stockturn

2

decreased from 5.3 in FY21 to 4.9 in FY22.

•Aged inventory

3

increased slightly from last year from 16.1% in FY21 to

17.7% in FY22, but well below historical highs of 28.1% in FY20 and 23.4%

in FY19.

•Overall, inventory provisioning decreased $4.7 million versus last year.

•SKU reduction –which optimises inventory management and delivers the

best products for customers –decreased 3% in The Warehouse and 14% in

Warehouse Stationery.

•Part of the increase in FY22 is due to inventory cost inflation. We do expect

inventory levels to drop over FY23 as weeks of cover are reduced.

1.The Warehouse and Warehouse Stationery are combined due to the one pool of stock initiative.

2.Stockturn is calculated over the last 12 months.

3.Aged inventory is stock on hand greater than 6 months as a percentage of finished goods (excluding

goods in transit).

INVENTORY MANAGEMENT

523.8

517.8

393.6

457.2

562.3

FY18FY19FY20FY21FY22

Closing Inventory ($million)

4.3

8.5

2.8

4.1

7.6

2.5

The Warehouse and

Warehouse Stationery

Noel LeemingTorpedo7

FY21FY22

Stockturn by Brand (times)

1, 2

25

$ million
FY22FY21Variance

Trading EBITDA

1

304.9 412.9

(108.0)

Working Capital

(117.5)(34.8)

(82.7)

Restructuring costs

-(16.1)

16.1

Wage subsidy

-(67.6)

67.6

Taxes Paid

(42.5)(32.1)

(10.4)

Interest Paid (Lease interest)

2

(36.8)(37.9)

1.1

Other items

(2.7)1.6

(4.3)

Operating Cash Flow

105.4 226.0

(120.6)

Capital Expenditure

(107.5)(61.9)

(45.6)

Divestments -PPE

0.5 0.2

0.3

Acquisitions

(6.2)(0.2)

(6.0)

Lease principal repayments

(98.3)(99.4)

1.1

Close out derivatives

-(9.8)

9.8

Dividends Received

0.4 0.3

0.1

Dividends Paid

(96.0)(62.7)

(33.3)

Net Cash Flow

(201.7)(7.6)

(194.1)

Opening Net Cash / (Net Debt)

160.5 168.1

(7.6)

Closing Net Cash / (Net Debt)

(41.2)160.5

(201.7)

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

2.Interest paid includes $36.7m interest on lease liabilities (FY21 : $38.5m) . Refer to Note 2.5 and 3.5 of the

Financial Statements for the year ended 31 July 2022.

26

•Operating cash flow decreased to $105.4 million in FY22, compared with

$226.0 million in FY21 due to reduced Trading EBITDA and increased

working capital as a result of increased inventory levels.

•The restructuring costs and the wage subsidy repayment which occurred in

FY21 did not occur in FY22.

•Capital expenditure increased significantly this year, as we invest in core

systems and other IT and digital infrastructure. Post-SaaS adjusted capital

expenditure was $107.5 million in FY22 compared to $61.9 million in FY21.

•Acquisitions in the year relate to the Group’s 26% interest in ZOOM Health

Limited in August 2021 for $4.5 million and increased ownership in

TheMarket.com.

•The Group returned to paying dividends in FY21 –resulting in FY21 final

and FY22 interim dividends being paid in FY22 (total 27.5 cps), compared to

the FY21 interim dividend and special dividend being paid in FY21 (total

18.0 cps).

For the year ended 31 July 2022

CASH FLOW

•Capital expenditure increased in FY22, as indicated, as we increased investment in core
systems and infrastructure. FY22 capex on a post-SaaS adjusted basis was $107.5 million

versus $63.7 million in FY21, an increase of 69%.

•The level of capital expenditure is more than 2 x historical depreciation as the Group

addresses deferred investment in core systems and builds new digital assets.

•The Group’s major investments included continued development of core systems including the

ERPFI, Group Order Management System (GOMS), Warehouse Management System and

Master Data Management.

•Store development investment include the integration of 10 SWAS stores, refurbishment of 3

The Warehouse stores, and the opening of 3 new Torpedo7 stores.

•We expect capital expenditure in FY23 to be in the range of $115 -$135 million, and $145 -

$165 million on a comparable basis (pre-SaaS Adjustment).

$million

FY22

Pre-SaaS

SaaS

Adjust.

FY22

Post-SaaS

FY21

Post-SaaS

Core Systems

39.8 (18.8)21.0 9.0

Store Development

36.0 -36.0 13.7

Other Information Systems

26.9 (9.8)17.1 9.9

Digital and Customer

10.9 (3.9)7.0 10.5

Supply Chain

5.9 -5.9 4.9

Other

21.1(0.6)20.5 15.7

Total Capital Expenditure

140.6 (33.1)107.5 63.7

19.5%

33.5%

16.0%

6.5%

5.5%

19.0%

$107.5m

Capex Spend

For the year ended 31 July 2022

CAPITAL EXPENDITURE

27

28
DIVISIONAL SUMMARY

Gross ProfitOperating Profit

FY22

$million

%margin

FY21

$million

%margin

Variance

vs FY21

FY22

$million

%margin

FY21

$million

%margin

Variance

vs FY21

•Sales were $1.7b, down 4.3%, impacted by decrease in foot traffic of 12.5%

•Online sales increased 60.5%, making up 10.5% of total sales.

•Click & Collect sales increased 86.8%, making up 45.9% of online sales.

•SaaS Adjustment had a $12.0 million impact on The Warehouse Operating Profit.

696.6

40.3%

759.6

42.1%

(8.3%)

(180bps)

75.7

4.4%

177.9

9.9%

(57.4%)

(550bps)

•Sales were $249.7m, down 9.1%, impacted by foot traffic down 12.6%.

•Online sales increased 20.8%, making up 13.7% of total sales.

•Click & Collect sales increased 37.8%, making up 25.6% of online sales.

•No SaaS Adjustment in Warehouse Stationery as this is included in The Warehouse.

118.6

47.5%

132.5

48.3%

(10.5%)

(80bps)

23.1

9.2%

34.3

12.5%

(32.8%)

(330bps)

•Sales were $1.1b, down 2.8%, but the 2nd highest sales result in the brand’s history.

•Online sales increased 50.3%, making up 16.3% of total sales.

•Click & Collect sales increased 40.4%, making up 57.7% of online sales.

•SaaS Adjustment had a $0.9 million impact on Noel Leeming Operating Profit.

254.1

23.2%

262.7

23.3%

(3.3%)

(10bps)

53.9

4.9%

64.7

5.7%

(16.7%)

(80bps)

•Sales were $171.5m, up 8.0% due to 3 new stores, and increased online

participation.

•Online sales increased 31.0%, making up 35.3% of total sales.

•Click & Collect sales increased 41.9%, making up 46.2% of online sales.

•SaaS Adjustment had a $2.9 million impact on Torpedo7 Operating Profit.

61.7

36.0%

60.2

37.9%

2.6%

(190bps)

(2.2)

(1.3%)

1.6

1.0%

(241.2%)

(230bps)

•TheMarket.com sales reflect first party sales and commission on third party sales.

•Gross Merchandise Value (total sales value) increased to $110 million in FY22.

•Platform growth driven by 390,000 active customers, with 6,500 brands, 4.2 million

products, and increased customer spend of 14% year on year.

(24.7)(20.7)(19.5%)

FY23 OUTLOOK
29

30
•We are cautious as we approach Q2 and one of our busiest times of year.

•Cost of living conditions continue to be challenging and we expect to see New

Zealanders continue to seek out great value products across our brands.

•Given the ongoing inconsistency in container freight arriving in to New Zealand, we

have taken action to ensure we have good levels of summer stock available across

all our brands.

•While August is the quietest trading month of the year, we have made a positive

start and traded ahead of our expectations. Looking ahead and as in previous

years, any earnings outlook for FY23 will be dependent on the critical second

quarter peak trading period.

•We expect capital expenditure to remain at elevated levels in the range of $115 -

$135 million, post SaaS adjustment, as we continue to invest in the business to

build a world class ecosystem.

FY23 OUTLOOK

THANK YOU

APPENDIX A
32

DIVISIONAL RESULTS

33
NEW ZEALAND’S LEADER ON VALUE

33

For the year ended 31 July 2022

•Sales were down 4.3% for the year, due to COVID-19 restrictions and impacts,

and stock availability as we experienced disruptions in our supply chain.

•Foot traffic was down 12.5% leading to a 13.1% reduction in transactions. This

was partly offset by an average basket increase of 9.7%.

•Sales improved in the second half, modestly down 0.7%, but with sales growth

of 0.4% in Q4.

•Online sales increased by 60.5% year on year, driven by theCOVID-19

lockdown store closures and customers moving to shop online. Click and

Collect sales were up 86.8%, making up 45.9% of online sales.

•Gross Profit Margin was down 180 bps, due to higher freight and online

fulfilment costs, mostly in H1.

•Grocery was the growth category and is now available in all 89 stores, with

growth in pantry and chilled items sales increasing more than 40%.

•Poorest performing categories were Apparel and Home impacted by sales

declines in Footwear, Intimates, Leisure and Home décor, and the removal of

product lines in Fine Jewellery and Fireworks.

•CODB increased by 6.6% due to planned wage increases and an investment in

health and safety to keep team members safe.

•The Mosgiel closure in January resulted in the decrease in stores since FY21.

$million

FY22FY21Variance

Sales

1,726.9 1,804.9

(4.3%)

Gross Profit

696.6 759.6

(8.3%)

Gross Margin %40.3%42.1%(180) bps

Cost of Doing Business (CODB)

620.9581.7

6.7%

CODB %35.9%32.2%+ 370 bps

Operating Profit

75.7 177.9

(57.0%)

Operating Margin %4.4%9.9%(550) Bps

Online sales

181.3 112.9

60.5%

Online as a % of sales

10.5%6.3%

+424 bps

Click and Collect as % of online sales

45.9%39.4%

+645 bps

Number of stores

8990

(1)

34
SWAS STRATEGY DELIVERING IMPROVEMENTS

FOR CUSTOMERS AND THE BUSINESS

34

•Sales were down 9.1% for the year, with transactions down 9.4% and foot

traffic down 12.6%. The first half was most impacted with COVID-19

lockdown, while the second half saw some recovery with H2 sales down 7.5%.

•Online sales increased 20.8% compared to the prior year, making up 13.7% of

total sales with Click & Collect growing 37.4%, making up 25.6% of online

sales.

•Gross Profit decreased 10.5% to $118.6 million, through lower sales volumes

and rebates, and an 80bps deterioration in Gross Profit Margin. This is driven

by missed rebates due to lower volumes in Technology, particularly in H1.

•CODB decreased by 2.7% due to a reduction in lease costs and advertising,

offset by investment in store labour with respect to in-store COVID-19

compliance requirements.

•Operating Profit decreased 32.8% to $23.1 million, with Operating Profit

Margin declining 330bps to 9.2%.

•Stationery, Print and Consumable categories experienced sales declines in the

first half, while Print & Copy Centres were heavily impacted as they were only

able to resume trading in Level 3. The second half saw improved trading in

both P&CC and Digital Photos and Consumables.

•Penrose and Wellington stores were closed in FY22, while 10 SWAS

integrations were implemented in FY22 bringing the total SWAS to 35.

$millionFY22FY21Variance

Sales

249.7 274.6

(9.1%)

Gross Profit

118.6 132.5

(10.5%)

Gross Margin %47.5%48.3%(80) bps

Cost of Doing Business (CODB)

95.5 98.2

(2.7%)

CODB %38.3%35.8%+250 bps

Operating Profit

23.1 34.3

(32.8%)

Operating Margin %9.2%12.5%(330) bps

Online sales

34.3 28.4

20.8%

Online as a % of sales

13.7%10.3%

+340 bps

Click and Collect as % of online sales

25.6%22.5%

+315 bps

Number of stores

6870

(2)

For the year ended 31 July 2022

35
STRONG GLOBAL BRANDS

AND CUSTOMER RELATIONSHIPS, UNDERPINNED BY SERVICE

$millionFY22FY21Variance

Sales

1,096.7 1,128.2

(2.8%)

Gross Profit

254.1 262.7

(3.3%)

Gross Profit Margin %

23.2%23.3%(10) bps

Cost of doing business (CODB)

200.2 198.0

1.1%

CODB %

18.3%17.6%+70 bps

Operating Profit

53.9 64.7

(16.7%)

Operating Profit Margin %

4.9%5.7%(80) bps

Online sales

178.3 118.6 50.3%

Online as a % of sales

16.3%10.5%+ 574 bps

Click and Collect as a % of online sales

57.7%61.8%(406) bps

Number of stores

6871

(3)

35

•Sales were down 2.8% for the year. However, we ended FY22 with the

second highest sales result in the brand’s history at $1,096.7 million.

•Online sales increased 50.3%, contributing more than 16.0% of total sales.

Customers are increasingly selecting Click & Collect as their favoured

option for fulfilling their online purchase, comprising 57.7% of online sales.

•Seasonal Appliances, Smart Home and TVs all delivered sales growth in

the year on year, however, these were offset by all other product categories

delivering lower sales than FY21.Cellular was particularly impacted due to

stock availability.

•For the full year, Gross Profit Margin % was down 10bps to 23.2%.

However, Gross Profit margin % improved in H2, recovering from H1 where

increased online sales came at the expense of Gross Profit Margin % due

to sales mix.

•CODB came in slightly higher than in FY21, resulting in an Operating Profit

of $53.9m, down 16.7% on FY21.

•During FY22, we closed St LukesWestfield, Queen Street Auckland and the

Glenfield Clearance Centre.

For the year ended 31 July 2022

36
OPERATIONAL IMPROVEMENTS

AND INVESTMENT RESULT IN CONTINUED SALES MOMENTUM

36

•Torpedo7 continued sales growth trajectory of the past 2 years with sales

growth of 8.0%. This was very strong in the first half with sales up 14.8%, but

did slow in the second half with sales up 0.3%, impacted by the Bike category

comparing to a very strong prior period growth, and a faster than planned shift

towards Torpedo7 private label with a lower average selling price.

•Online channel continues to grow with a 31.0% increase in online sales,

making up 35.3% of online sales andClick & Collect fulfilment increasing

41.9%, making up 46.2% of all online sales.

•Gross Profit increased 2.6% to $61.7 million, with FY21 H1 benefitting from

initiatives to reduce aged stock. Gross Profit Margin was impacted by

increased private label sales and increased online sales mix.

•CODB increased due to additional staffing with respect to COVID-19

compliance requirements, additional freight costs.

•FY22 Operating Profit was $0.7m before the SaaS Adjustment, with SaaS

Adjustment of $2.9m due to the implementation of a new ERP for Torpedo7,

resulting in $2.2m Operating Loss for the year.

•The number of Torpedo7 stores increased to 24 with Invercargill, Whangarei

and Petone opening during the financial year.

For the year ended 31 July 2022

$million

FY22FY21Variance

Retail Sales

171.5158.7

8.0%

Gross Profit

61.760.2

2.6%

Gross Profit Margin %36.0%37.9%(190) bps

Cost of doing business (CODB)

63.958.6

9.2%

CODB %37.3%36.9%40 bps

Operating Profit

(2.2)1.6

(241.2%)

Operating Profit Margin %-1.3%1.0%(230) bps

Online sales

60.646.3

31.0%

Online as a % of sales

35.3%29.2%

+618 bps

Click and Collect as % of online sales

46.2%42.6%

+358 bps

Number of stores

2421

3

APPENDIX B
37

ADDITIONAL INFORMATION

EBITNPAT
$ million

FY22FY21FY22FY21

Comparable Adjusted Earnings

132.7 240.6 96.9 175.5

SaaS Adjustment

(15.9)(11.6)(11.4)(8.3)

Restated Adjusted Earnings

1, 3

116.8 229.0 85.5 167.2

Restructuring costs

-(16.1)-(11.6)

Interest rate hedge derivatives write-off

-(3.3)-(2.4)

COVID-19 Wage subsidy

-(67.6)-(48.6)

Adjustments for NZIFRS 16

2

42.0 40.6 3.8 1.4

Income tax on property disposals

-3.3

Reported Earnings

3

158.8 182.6 89.3 109.3

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 $42.0m in FY22 (FY21: $40.6m) 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 can also be found inNote 5 of the Financial Statements for the year ended 31 July 2022.

ADJUSTED &COMPARABLE EARNINGS

38

For the year ended 31 July 2022

Comparable Earnings

•As a consequence of the IFRIC decision in April 2021, stating that

some costs relating to cloud computing arrangements cannot be

capitalised but need to be expensed as incurred, the Group has

changed its accounting policy relating to implementation costs for

cloud computing arrangements, resulting in a retrospective

restatement of the Group’s financial statements.

•This has resulted in recognition of expense for configuration and

customisation costs that were previously capitalised, offset by a

decrease in amortisation expense on the reduced carrying value of

intangible software assets, resulting in a net reduction in pre-tax

profit of $15.9 million in FY22 (FY21: $11.6 million).

Adjusted Earnings

•All unusual Agile restructuring costs are complete, so there have

been no expenses in relation to these in FY22.

•The wage subsidy received in March 2020 was voluntarily repaid to

the Government in December 2020 (in FY21) and was classified as

an unusual item.

0
200

400

600

800

1,000

1,200

202020212022

Q1Q2Q3Q4

$m

FY22 Q1FY21 Q1

Var % to

FY21 Q1

FY22 Q2FY21 Q2

Var % to

FY21 Q2

FY22 Q3FY21 Q3

Var % to

FY21 Q3

FY22 Q4FY21 Q4

Var % to

FY21 Q4

The Warehouse298.2 379.5 (21.4%)597.2587.81.6%401.9 409.9 (2.0%)429.6 427.7 0.4%

Warehouse Stationery48.2 61.8 (22.0%)73.874.8(1.3%)67.4 71.8 (6.1%)60.3 66.2 (8.9%)

Noel Leeming238.7 250.8 (4.8%)344.0342.40.5%256.5 263.0 (2.5%)257.5 272.0 (5.3%)

Torpedo734.2 33.8 1.2%63.351.123.9%36.5 35.4 3.1%37.5 38.5 (2.6%)

Other

1

11.40 12.60

(9.5%)

21.00 13.70

53.3%

9.30 11.10

(16.2%)

7.80 10.70

(27.1%)

Total Group Sales630.7 738.5 (14.6%)1,099.31,069.82.8%771.6 791.2 (2.5%)792.7 815.1 (2.7%)

•Q1 sales significantly impacted due to COVID-19 lockdowns

put in place just 2 weeks into the start of the financial year –

with Q1 sales down 14.6% on FY21 Q1.

•Q2 sales rebounded to 2.8% up on FY21 Q2,as the country

moved to Level 3, then subsequently to the traffic light system.

This was our best Q2 ever.

•Q3 sales decreased compared to FY21 Q3 as New Zealand

entered the traffic light system, but largely still in Red setting for

74 out of 91 days of the quarter –resulting in store foot traffic

down 13.0% compared to FY21.

•Q4 sales has seen some improvement –particularly in The

Warehouse with sales up 0.4%, and foot traffic seeing an

improving trend with Q4 down 9.9% on last year.

Improvements in The Warehouse were offset by declines in

other brands compared to a very strong FY21 Q4.

1.Other sales includes sales through 1-day.co.nz, revenue from TheMarket.com (excluding gross merchandise value(GMV)), and other Group operations and eliminations.

FY22 SALES –QUARTERLY TREND

39

•FY22 Q1 sales were significantly impacted due to COVID-19 lockdowns which were put in place just 2 weeks into the start of the quarter –
decreasing sales 14.6% compared to FY21 Q1 and 9.2% compared to FY20 Q1.

•Sales rebounded in the second quarter as the country moved out of Level 3 –allowing retail stores to open once again, then subsequently to

the traffic light system, with sales increasing 2.8% in Q2 vs FY21 Q2 and up 11.2% vs FY20 Q2. FY22 Q3 saw modest sales compared to a

very strong comparative period in FY21 Q3, resulting in Q3 sales decreasing 2.5% against FY21.

•The Warehouse and Warehouse Stationery were most impacted during COVID-19 restrictions while Torpedo7 weathered the disruption

extremely well, with sales growth in each quarter, except for Q4.

•The Warehouse has rebounded well in Q4, while all other brands experienced sales decrease, and The Warehouse growth of 0.4% in Q4 vs

FY21 Q4.

2021

COVID-19

Level 4

lockdown

1

2021

COVID-19

Level 3

lockdown

2

FY22 SALES –WEEKLY SALES TRENDS

40

1.In 2021 COVID-19

Level 4 lockdown

lasted from 17

August to 21

September in

Auckland and until 2

September New

Zealand wide.

2.In 2021, COVID-19

Level 3 lockdown

lasted from 21

September to 9

November in

Auckland and from

2 September to 7

September New

Zealand wide.

Q1Q2Q3Q4

WMS
Warehouse Mgt

NIDC1 completed

ERP Finance &

Inventory Management

HCM/HR System

Release1

Non Trade

ERP

Merchandise Planning

Forecast & ReplenishmentAssortment Planning/Ranging

Middleware

CONNECT framework

Conceptualisation,

Design and Build

2

3

5

1

6

8

7

4

9

Master Data

Management (MDM)

PIM

complete

ERP

Store Inventory/POS

NLG Stores

Order Management

System (GOMS)

Digital Order Mgt & Customer Service (3P)Sales Order Fulfillment (TWL/1P)

Aug 2022

Supply Chain

Optimisation/Automation

Yard Management

NIFC Automation

NIFC Slotting

41

Jul 2023

Jan 2023

NLG PIM

Supplier Master

90+ Integrations for

ERP Inventory, etc

Continued for other systems

Customer

Engagement/Digital

Marketplace (1P + 3P)App Development

TWL Stores

Release2 Trade and Inventory

DOM, CS, SOF (WSL/1P)

CORE SYSTEMS AND DIGITAL ROADMAP

TermDefinitionTermDefinition
C&CClick & CollectMDMMaster Data Management

CODBCost of Doing BusinessNIDCNorth Island Distribution Centre

COGSCost of Goods SoldNIFCNorth Island Fulfilment Centre

DCDistribution CentreNLNoel Leeming

DIFOTDelivered In-Full On-TimeOMSOrder Management Solution

E2EEnd-to-EndOMUOperating Model Update

EDLPEvery Day Low PricePOSPoint-of-Sale

ELSExecutive Leadership SquadSIDCSouth Island Distribution Centre

eNPSEmployee Net Promotor ScoreSSOStore Support Office

ERPFIEnterprise Resource Planning -Finance and InventorySSSSame Store Sales

FCFulfilment CentreSWASStore-Within-a-Store

GBOGroup Business OperationsT7Torpedo7

GEPGroup eCommerce PlatformTWLThe Warehouse

GTVGross Transaction ValueWALTWeighted Average Lease Tenure

GOMSGroup Order Management System WMSWarehouse Management System

LTVCustomer Lifetime ValueWSWarehouse Stationery

GLOSSARY

42

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 interim 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.

43

DISCLAIMER

---

To: NZX Limited

Auckland, Wednesday 28 September 2022


The Warehouse Group FY22 annual result announcement

Second highest Group sales ever of $3.3B as Kiwis seek out affordable products in

another challenging year


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

ended 31 July 2022. Despite Auckland stores being closed for 23% of the reporting period, the Group

delivered sales of $3.3 billion, down 3.5% on FY21 but up 3.8% on FY20 and up 7.3% on FY19.

Reported NPAT was $89.3 million, down 18.3% on FY21. Online sales increased 39.8% to $503.3

million and were 15.3% of total Group sales.

In the 12-month reporting period, the Group’s Auckland stores were closed for a total of 84 days due

to COVID-19 Level 4 and Level 3 lockdowns and stores throughout the rest of New Zealand were

closed for at least 21 days as the country moved in and out of lockdowns creating a very disrupted

trading period. The second half of the year saw the country enter into the traffic light system and

the Group operated at “Red” level for a further 74 days.

Highlights

• Group sales of $3.3 billion, down 3.5% on prior year, up 3.8% on FY20

• FY22 gross profit margin decreased compared to FY21, but improved during the year with

FY22 H2 gross profit margin of 36.1% up 140 basis points from FY22 H1 gross profit margin

of 34.7%

• Reported Net Profit After Tax of $89.3 million – down 18.3% on prior year

• Adjusted Net Profit After Tax of $85.5 million – down 48.9% on prior year

• Both reported and adjusted NPAT reflect $11.4 million (after tax) reduction due to

accounting treatment of cloud computing software arrangements

• Group online sales up 39.8% and making up 15.3% of total Group sales, and within this,

click and collect up 54.9% and making up 49.0% of total Group online sales

1


• Strong growth in MarketClub, our new Group membership programme, acquiring nearly

600,000 active members in first 10 months

• MarketMedia announced as new unified retail media platform, with retail media revenue

growing +23% on prior year to $20.9M

• Final dividend of 10.0 cents per share declared, resulting in full year dividends of 20.0 cents

per share.

The Warehouse Group CEO Nick Grayston said the result was pleasing despite the first half of the
year being one of the most disrupted periods since the start of the COVID-19 pandemic.

“While 2022 has been another year disrupted by COVID-19 lockdowns, we are pleased with this solid

performance across the Group and our momentum overall as we continue to build a world class

retail ecosystem. I would like to acknowledge all of our team members, who once again adapted

quickly to the changing and challenging times so we could be there for our customers.

“The first half was the most challenging with a sales decline of 4.3% year on year. The second half

saw disruptions starting to ease, supply chains and networks becoming easier to navigate and our

customers return to stores, albeit with continued restrictions of “Orange” under the traffic light

system.

“In the current environment every dollar counts and customers are seeking out brands like ours that

continually have best in market prices, whether it be for butter, TVs, toys or blankets. The strength

of our integrated retail ecosystem of brands, products and services has served us well.

“Our customers are seeking to engage with us both digitally and physically. Our same day click and

collect service at The Warehouse and 1 hour click and collect service at Noel Leeming continue to

grow with an increase at The Warehouse of 60.5% and at Noel Leeming of 50.3%. Across all brands,

click and collect sales increased 54.9% compared to the prior year, making up nearly half of all Group

online sales

1

.

“We were also pleased with the momentum we’ve seen in our Group membership programme,

MarketClub, which has grown to nearly 600,000 members in the 10 months between its launch in

October 2021 and the end of FY22.”

Group performance

FY22 gross profit margin improved over the course of the year to 35.3% for the full year, with FY22

H2 gross profit margin of 36.1% up 140 basis points from FY22 H1 gross profit margin of 34.7%, and

only marginally down from the 36.4% realised in FY21. In the first half, gross margin was impacted by

higher cost of ocean freight and increased cost of online fulfilment – which was intensified by the

significant increase in online shopping this year. The Warehouse gross profit margin was most

affected by these factors, with most of this impact occurring in the first half.

The Group’s Adjusted Net Profit After Tax (NPAT) was $85.5 million – a decrease from $167.2 million

in FY21. This includes a reduction of $11.4 million after tax to comply with the recent introduction of

an accounting policy interpretation from IFRS in the way costs associated with cloud computing

arrangements are treated (“SaaS” adjustment), with FY21 also impacted by $8.3 million after tax.

Given the significant investment the Group is currently undertaking in core systems and customer

facing digital solutions, the effect on reported earnings is material although there is no incremental

cash impact.


1

Percentage of omnichannel brands (The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7).

On a comparable basis to the prior year, excluding the SaaS adjustment, Adjusted NPAT is $96.9
million, our second highest result since 2007. This follows an extremely strong performance last year

and demonstrates the gathering momentum of the transformation.

Cost of Doing Business (CODB), including the SaaS adjustment mentioned above, increased by $35.2

million compared to the equivalent expenditure last year. Additional costs include increased

advertising in digital media and on TheMarket.com; COVID-19 related non-labour costs in our

Distribution Centres and stores, and increased IT expenses on projects such as MDM, ERPFI and core

infrastructure services.

Key brand performance

All Group brands were impacted by the COVID-19 restrictions and resulting decreased foot traffic of

12.1% compared to the prior year. Although online sales performed exceptionally well during the

year, this did not offset the loss of in-store sales.

The Warehouse sales decreased 4.3% to $1.7 billion but finished the year with strong momentum –

down 0.7% in the second half and with sales growth 0.4% in Q4. Online sales increased 60.5% in the

year and represented 10.5% of The Warehouse sales, driven by click and collect, where sales grew

86.8% and made up 45.9% of The Warehouse online sales. Gross profit margin in The Warehouse

decreased 180 basis points to 40.3% but improved in the second half from 40.0% in H1 to 40.7% in

H2.

Warehouse Stationery sales decreased 9.1% to $249.7 million. Online sales increased 20.8%, and

represented 13.7% of Warehouse Stationery sales, with click and collect fulfilment increasing 37.8%.

Gross profit margin decreased 80 basis points to 47.5%. Over the year a further 10 stores were

integrated into The Warehouse stores taking total Warehouse Stationery SWAS stores to 35.

Noel Leeming sales decreased 2.8% to $1.1 billion, but it remains the second highest sales result in

the brand’s history after a very strong FY21. Gross profit margin held up relatively well, decreasing

by 10 basis points to 23.2%. Noel Leeming’s 1-hour click and collect has been very well received by

our customers with online sales increasing 50.3% to make up 16.3% of sales, and click and collect

fulfilment increasing 40.4% making up 57.7% of Noel Leeming online sales.

Torpedo7 opened three new stores in the year, and an increased online presence contributed to

increased sales of 8.1% to $171.5 million. Gross profit margin was impacted by increased online

sales and product mix, decreasing 190 basis points to 36.0%. Online sales increased 31.0% to make

up 35.3% of Torpedo7 sales, with click and collect increasing 41.9% to make up 46.2% of online sales.

TheMarket.com is our online marketplace and is quickly becoming one of New Zealand’s favourite

places to shop online with more than 390,000 active customers. Offering customers 4.2 million

products from more than 6,500 local and international brands, TheMarket.com continued its growth

trajectory in FY22 with average customer spend up 14% and delivered $110 million Gross

Merchandise Value.

Retail Media growth & MarketMedia

Retail media revenue grew +23% on prior year to $20.9 million, and we are pleased to announce the
launch of our unified retail media network, MarketMedia, to drive further growth.

The launch of MarketMedia will allow advertisers to reach and connect to New Zealand’s largest

integrated retail audience directly, with performance and reporting based on real-time behaviours

across our online stores, apps, and millions of weekly visits to our stores.

“MarketMedia will enhance the value creation from our retail ecosystem further and we are excited

about the future growth opportunities that this new retail media network will bring to the Group.

We will be working with Omnicom as our first retail media agency partner to accelerate our work in

this space.”

Affordable groceries

“Grocery has been a focus for us throughout FY22, and we are pleased to be able to provide Kiwi

families with lower priced alternatives for their essential items at a time of increased financial stress.

“We are encouraged by customer feedback over the last six months on our strong value-led range.

Despite food price increases, we have held our prices on key essentials like butter, milk and bread as

we committed to in March 2022 and our customers have benefited from this. Over the last five

months, we estimate we’ve saved Kiwis families $2.7million by focusing on making a good breakfast

of bread, butter, milk, Weet-bix and coffee affordable.

“Our customers rely on us to give them great value every time they shop with us. We do this in

general merchandise and apparel, and we’ll do it in grocery too as it’s what our customers want.

“Grocery, pantry, health & beauty, laundry and pet care are all growing categories for us and are

now available in all of our existing 89 The Warehouse stores. Looking ahead, we will continue to

expand our value range and offer grocery essentials at NZ’s best prices.

“We continue to be hopeful that the Government’s ongoing actions to make grocery retailing a more

level playing field, and access to equitable prices, will enable us to do more. Equal access to supply

and distribution continues to be a challenge that is not yet solved.”

Helping New Zealanders to live sustainability

“We are taking ambitious action to make sustainable living easy and affordable for everyone. We’ve

already made good progress and we’re stepping up to do more. This is a commitment we make

acknowledging we don’t have all the answers and that there is technology not yet available that we

need.

“Climate change is an urgent global challenge and something we need to act on at pace. To this end,

we’ve set the target to achieve 100% of our private label products and packaging to be sustainable

or have a circularity solution by 2035, with the aim of increasing our sustainable living and circularity

solutions for our customers, and to reach zero operational emissions (Scope 1 & 2) by 2040.

“We range over 35,600 private label products with at least one sustainable feature across the Group,

accounting for $213 million in sales over FY22. We’ve diverted 73.4% of operational waste from

landfill and have helped our customers divert a total of 653 tonnes of post-consumer waste from

landfill disposal, including soft plastics, e-waste, ink and toners, whiteware, office furniture and
heaters.”

Cash and liquidity

Net cash flow decreased $201.7 million over the year resulting in a net debt position of $41.2 million

at year end. With bank facilities of $420 million, we are within our liquidity target range of $350

million to $450 million. Inventory levels are $105 million higher than last year, partially driven by

supply chain disruptions and to ensure that we have sufficient inventory leading into our peak

trading period. We expect some cash flow benefits over the course of the FY23 financial year as we

manage inventory to lower levels.

Outlook

“Looking ahead, we are cautious as we approach Q2 and our busiest time of the year. Cost of living

conditions continue to be challenging, and we expect to see New Zealanders continue to seek out

great value products across our brands.

“Given the ongoing inconsistency of container freight arrivals into New Zealand, we have taken

action to ensure we have good levels of summer stock available across all our brands for peak

selling.

“While August is the quietest trading month of the year, we have made a positive start and traded

ahead of our expectations. Looking ahead and as in previous years, any earnings outlook for FY23

will be dependent on the critical second quarter peak trading period.”

Dividend announced

Chair Joan Withers confirmed that the Board has declared a final dividend for the FY22 year of 10.0

cents per share, in line with the Group’s policy to distribute at least 70% of adjusted net profit after

tax. Given the impact of the SaaS adjustment on net profit this year, the dividend pay-out ratio is

81.1% in FY22 (71.6% excluding the SaaS adjustment). The final dividend will be fully imputed and

paid on 2 December 2022 to shareholders on the register on 17 November 2022.

This brings the total dividends for the year to 20.0 cents per share.

ENDS

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

and operations can be found in the 2022 Annual Report, available at

www.thewarehousegroup.co.nz.

Contact details regarding this announcement:

Investors and Analysts: Jonathan Oram, Chief Financial Officer

To be contacted via Rachel King +64 9 489 8900 or +64 21 674 565 Rachel.King@thewarehouse.co.nz

Media: Jordan Schuler, Corporate Affairs Partner

media.enquiries@thewarehouse.co.nz or +64 21 143 6930

---

2022 INTEGRATED
ANNUAL REPORT

OUR VISION

TO MAKE

SUSTAINABLE

LIVING EASY AND

AFFORDABLE


FOR EVERYONE

4
6

8

10

12

15

16

26

28

32

34

36

40

44

46

50

54

61

66

84

91

102

111

115

117

2022 at a Glance

Chair’s Report

CEO’s Report

Our Purpose, Vision and Values

Our Ecosystem

Our Stores

Our Brands

Supporting Our Communities

Sustainability

Integrated Report

Risk & Materiality Mōrea me te Tūponotanga

Our Networks Ngā Kōtuitanga

Our Customers Ngā Kiritaki

Our Relationships Te Ara Whanaungatanga

Our People Ngā Tāngata

Financial Capital Tahua Hautaonga

Protecting our Environment Manaaki Taiao

Financial Statements

Notes to the Financial Statements

Independent Auditor’s Report

Governance Report

Statutory Disclosures

Global Reporting Initiative

Disclosures

Independent Auditor's Report - GRI

Directory

CONTENTS

ContentsThe Warehouse Group Integrated Annual Report 202223

1.
Adjusted Net Profit After Tax (NPAT) is before unusual items and

is a non-GAAP measure. A reconciliation between Adjusted

and Reported NPAT can be found in Note 5 of the Financial

Statements for the year ended 31 July 2022.

2

. Scope 1 & 2 emissions increased due to higher inventory

management, increased Distribution Centre hours and use of

stores as fulfilment centres as we operated under COVID-19

safety protocols.

2022

AT A GLANCE

Increase to

of senior leaders

who are female

Gender pay equity

at Group level

46.6%

100%

G

E

N

D

E

R


E

Q

U

I

T

Y

C

U

S

T

O

M

E

R

Group in-store NPS

up 3.5pts

from FY21

Online sales

up 39.8% on prior year

making up 15.3% of total

Group sales

$

503m4.8m

54.9%

73.9pts

More than

private label products

with sustainable features,

accounting for $213m in sales

35,600

of operational waste

from landfill

73.4%

We have diverted

in Scope 1 & 2 emissions

compared to FY21, and by 5.4%

compared to our 2020 base year

2

0.3%

Increased by

Carbon neutral since

2019

S

U

S

T

A

I

N

A

B

I

L

I

T

Y

P

E

R

F

O

R

M

A

N

C

E

$

Adjusted NPAT

1

down 48.9%

on prior year

Digital/App visits

per week

up from 3.5m

in prior year

$

85.5m

$

41.2m

Reported NPAT

1

down 18.3%

on prior year

Net debt

from $160.5m cash

held in prior year

Growth in

Click & Collect

making up 49.0% of

online sales

$89.3

m

Group sales

down 3.5%

on prior year

$

3.3b

Raised

for New Zealand

charities and

communities

MarketClub members can

nominate a charitable cause

to which The Warehouse

donates on their behalf.

$

3.7m600

k

C

O

M

M

U

N

I

T

Y

A pleasing full year result, given the continued

COVID-19 lockdowns and trading restrictions during

the period which challenged the resilience of our

people and the financial performance of the Group.

We have a new vision to make sustainable

living easy and affordable for everyone, and a

new ambition to achieve zero emissions in our

operations by 2040.

Gender equity remains a core focus for us, and we’re pleased

to continue our efforts on maintaining 100% gender pay equity

at Group level.

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.

Our customers are increasingly buying the products they want online.

We are committed to developing a full product and service integrated

retail experience across our brand websites, apps and in store.

TO BE UPDATED

The Warehouse Group Integrated Annual Report 202245

capital expenditure to invest for future growth, and
progressive and sustainable dividends.

In accordance with this policy the Board declared a

fully imputed FY22 interim dividend of 10.0 cents per

ordinary share which was paid on 26 April 2022. The

Board is pleased to announce a fully imputed final

dividend of 10.0 cents per share. The record date for

the dividend will be 17 November 2022 and will be

paid on 2 December 2022.

Outlook

We are cautious as we approach Q2 and one of

our busiest times of year. Cost of living conditions

continue to be challenging and we expect to see New

Zealanders continue to seek out great value products

across our brands. Given the ongoing inconsistency

in container freight arriving into New Zealand, we have

taken action to ensure we have good levels of summer

stock available across all our brands.

While August has been one of the quietest retail

trading months historically, we have made a positive

start to the new financial year, trading ahead of initial

forecasts. Looking ahead and as in previous years, any

earnings outlook for FY23 will be dependent on the

critical second quarter peak trading period.

To conclude, the values that Sir Stephen Tindall

established when he set up The Warehouse 40 years

ago have held us in good stead through yet another

demanding year.

I would like to thank our customers across all our

five brands – The Warehouse, Warehouse Stationery,

Noel Leeming, Torpedo7 and TheMarket.com for

continuing to choose us.

I would also pay tribute on behalf of the Board to our

CEO Nick Grayston and the outstanding executive

leadership team he has working alongside him. The

Board and executive working dynamic has moved

forward again this year and I know I speak for all my

fellow directors when I say it is a privilege to work

alongside Nick and the leadership squad in achieving

the Group’s objectives.

The purpose and strength of any business has truly

been tested over the last two years and I’m very proud

that the spirit of The Warehouse Group and our strong

and focused team have continued to deliver for New

Zealanders.

Ngā mihi nui

The Future Directors programme aims to develop

the next generation of directors and Caroline’s

appointment as a full Director is an acknowledgment

of the success of this IOD initiative, which was co-

founded by Sir Stephen Tindall. We remain committed

to the scheme and we have derived enormous benefit

from the Future Directors we have had sitting around

the table for the past seven years.

Our team

I’d like to commend all our 12,000 team members

across The Warehouse Group for another incredible

year in responding and serving our customers well

through a very demanding period.

We have worked hard to ensure The Warehouse Group

is an employer of choice for top talent and we are very

proud to continue to provide benefits to our team

members that make it a world-class place to work.

This year, we expanded our Parental Leave policy to

offer all permanent team members 26 weeks full pay,

topping up the Government’s paid parental leave

payments to 100% of a team member’s salary or wage.

These changes are in addition to our existing parental

leave benefits, which include ongoing employer

KiwiSaver contributions and accumulation of annual

leave at its full value during the parental leave period;

the ability to take one day off each week for the first

four weeks while continuing to be paid as normal; and

the ability for partners to take up to five days of paid

leave within 21 days either before or after the new

addition joins the family.

As the cost of living has increased, we have looked

for further opportunities to provide our team with

easy access to the essentials they need at more

Our adjusted net profit after tax (NPAT) for FY22 was

$85.5 million, compared to $167.2 million in FY21,

with reported NPAT of $89.3 million, compared to

$109.3 million in FY21.

The year end result includes an adjustment

to comply with the recent introduction of an

accounting change in the way costs associated

with cloud computing arrangements are treated.

Given the significant investment the Group is

currently undertaking in core systems and customer

facing digital solutions, the earnings impact for us

is material. On a comparable basis to last year’s

announced result adjusted NPAT is $96.9 million, our

second highest result since 2007, and following an

extremely strong performance last year.

Supply chain

Supply chain has continued to present challenges

in the past year – our agile structure and our

ability to make fast decisions has meant we are

well placed to manage the current global supply

chain challenges. We continue to work closely with

suppliers through our international sourcing offices to

manage production, supply and shipping. Although

the situation has been improving, we expect some

ongoing price volatility and shipping disruptions

throughout the remainder of 2022 and into 2023.

Faced with the ongoing global uncertainty in supply

chains we did conclude the year with higher levels of

stock of $562.3 million, compared to $457.2 million in

the prior year, so we are well positioned ahead of the

peak season and major trading events which occur

from October to December. Recovering previous

progress on working capital gains and continuing

to optimise inventory levels will be a focus for

management during FY23.

Investing in capability for growth

During FY22 the Group has made significant progress

removing legacy systems and building world class

core retail systems – and we’re seeing the benefits.

In our distribution centres, our new Warehouse

Management System is operational and beginning

to deliver on expected efficiency gains.

A cloud-based Group Order Management Solution

(GOMS) is in development and will deliver a

group solution for all our brands and improve our

customer experience for online orders, delivery and

Click & Collect.

Our new Enterprise Resource Planning Finance

Inventory (ERPFI) system is the most significant of

our core system projects – we were pleased to deliver

the finance module of this implementation during

the year, with the inventory module on track for

delivery in April 2023. Delivery of ERPFI will result in

simplifying financial processes including more timely

reporting, project accounting, real-time inventory

management and improved stock availability.

We will continue to invest in core systems and

customer facing digital offerings, including real-time

inventory management for our Distribution and

Online Fulfilment Centres – improving the customer

online ordering, delivery and collection experience

– and further development on our brand websites

and apps – enabling a stronger integrated retail

shopping experience.

Governance

I’d like to thank and acknowledge the Board for

their contribution this year. Their support and

energy have been exemplary as we help guide The

Warehouse Group’s ongoing retail transformation

with our executive team in dealing with the wider

socio-economic and geopolitical challenges we’re

now facing globally.

This year we have had two notable movements. Firstly,

Will Easton resigned from the Board in May to focus

on other work commitments. Will’s contribution to the

Group through a period of internal transformation and

technological development has been hugely valuable

over his 3.5 years since joining in 2018.

Following Will’s departure, we wanted to ensure that

we have the right digital strategy and partnership

experience around our table. Caroline Rainsford is

the Country Director for Google NZ and has been

our Future Director since August 2021. The Board

made the unanimous decision to appoint her as a

full Director in August 2022, which is outside the

usual protocols of the Future Director scheme and

I thank the Institute of Directors (IOD) for their

support. Caroline has a very special mix of skills and

experience and as a Board, we’ve found her passion

for technology as well as her strategic insights

highly valuable as The Warehouse Group continues

its digital transformation at pace.

Welcome to our fourth Integrated Report. 

I’m pleased to share that our trajectory

and momentum in 2022 remains strong

despite the unforeseen events we have

encountered.

The financial year in review started once again with an

enormous challenge. Two weeks into the financial year,

we were again back into a COVID-19 lockdown for 84

days in Auckland and at least 21 days throughout the

rest of New Zealand, bringing yet another call on our

team to adapt very quickly.

Resilience, focus and agility have been hallmark

themes for the Group over the last two years and I’d

like to recognise and commend all our team members

for their commitment to our customers and one

another throughout the pandemic.

Despite the disruption, our teams have continued to

innovate, and we have never been more confident in

our strategy – to provide a personalised, integrated

and frictionless shopping experience for our customers.

In this report, we are excited to share our new

company vision externally for the first time – “to

make sustainable living easy and affordable

for everyone”. Within our business, this means

developing a pathway to zero operational emissions

by 2040 and zero waste to landfill by 2025. For our

customers, this means providing more choices and

opportunities for them to live more sustainable

lives by increasing our sustainable product options

and providing more circularity solutions. We have

some ambitious goals in this space which you

can read about more on page 28. I am extremely

proud of what we have achieved so far, and as we

move towards our 40-year anniversary later in the

calendar year, excited about what is to come.

Resilient performance

Following a record FY21 financial year, and after a

very challenging FY22 first half, the second half of

the year was certainly an improvement. The Group

finished the year with total sales of $3.3 billion, which

was down 3.5% on the prior year. However, we saw

an improvement with the previous corresponding

period in the second half of the year as the trading

environment normalised, supply chains improved, and

customers slowly returned to stores.

affordable prices. We increased our team member

discount on grocery items and pantry essentials

at The Warehouse stores and continued to expand

our partnerships with other businesses to provide

our team with discounted products and services,

including health insurance, gym memberships,

optometrist care and mobile broadband.

Gender equity remains a core focus for us, and I’m

pleased to report that we have continued to maintain

100% gender pay equity at Group level, with female

leaders holding 46.6% of senior leadership roles and

at Board level we have a 50/50 gender split.

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 our new vision cements this

ambition. As I mentioned earlier, across the Group

we are committed “to make sustainable living easy

and affordable for everyone”. Our efforts continue

in ethical sourcing, reducing packaging and

plastics and prioritising sustainable products

and materials. Our brands now offer over

35,600 private label products with sustainable

attributes – up from 11,500 a year ago.

Circular solutions for our customers will be a key

part of this commitment, whereby we design and

promote products that can be reused, repaired and

remanufactured. The Torpedo7 woollen composite

kayak, The Warehouse toy recycling programme as part

of our Mega Toy Month in July, as well as our ongoing

e-waste recycling programme in Noel Leeming and

Warehouse Stationery, are examples that not only

provide a customer solution but also deliver a better

sustainable outcome. New Zealand can expect to see

more activity like this from us as we adapt our business

to become more and more sustainable but maintain the

great value and affordability that we are renowned for.

As prefaced in my introduction we have updated our

targets against a 2040 deadline with the aim of zero

emissions in our operations by 2040 and requiring

no carbon offsets. Our targets are ambitious, and

for some aspects we are reliant on technological

solutions that currently do not exist, like a

hydrogen fuelled shipping fleet. Irrespective, we are

determined to continue to change the shape of our

business to achieve our goals and we look forward to

sharing our progress.

Dividend

The Group 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.

This dividend policy provides the Group with flexibility

to maintain a stable capital structure, allowing for

Joan Withers – Chair

JOAN WITHERS

CHAIR’S

REPORT

The Warehouse Group Integrated Annual Report 202267Chair’s Report

$1.2 billion for the full year. While this was down 6.2%
on FY21, it was a significant improvement from the first

half which saw gross profit decline 8.5% compared

to the FY21 first half due to increased shipping costs,

product mix and clearance activity required to clear

unsold stock following COVID-19 lockdowns.

Agile has unleashed our potential

As the first major retailer to embrace whole company

agile ways of working, we are executing at pace

and are starting to experience the return on our

investment with transformational productivity. We

have adapted to a whole new way of working, and the

change in our operations has started to unlock our

true potential. We continue to innovate in order to

unleash the power of our team to work with “freedom

within framework”, which is critical both to customer

centricity and the speed required to prosper in the

Second Digital Age. To our team, thank you for owning

it, thinking about our customers, and doing good -

you are making a difference.

Our team’s focus and capability have shifted from

merely buying and selling inventory to solving

problems for our customers and consumer-driven

commerce. Our team engagement and satisfaction at

work has never been higher, with our employee NPS

scores increasing across the Group’s agile brands

(

The Warehouse, Warehouse Stationery and Noel

Leeming) up 1.4 points to 73.9.

Our commitment to value and

community support

As New Zealanders’ cost of living continues to

increase in 2022, we are seeing a growing number

of new customers seeking out our brands for

affordability and value.

Our customers' hunt for value became particularly

apparent with 80,000 new sign-ups to MarketClub

during the week our $4 Tararua butter was

announced. Now more than ever, we are committed

to offering Kiwi families the best value on what

we view as key essentials, and we’ve worked hard

to protect value across quality clothing and key

food items.

Grocery has been an important strategic focus this

financial year and we’ve seen market share growth

as well as a shift to being our customers’ first choice

for their pantry essentials. We’ve led the market with

our breakfast basket over the last six months and our

customers are asking for more.

Looking ahead, you can expect to see us expand

our grocery aisles in our existing stores. We will

expand our value range and are working hard with

New Zealand and international suppliers to bring

our customers the things they need most at reliable

everyday low prices.

The value and support we provide to the communities

we operate in has also been important. We’ve

had many notable activities like our 'Be the Joy'

campaign at Christmas to support families whose

children may not otherwise receive presents, and our

Healthy Homes and Heater Swap in July where our

programme exchanged customers’ gas heaters with

energy efficient radiator heaters to help keep Kiwi

homes warm and dry.

Overall, we’ve raised $3.7 million to New Zealand

charities this year - $79 million since 1982 – and

helping 'do good' remains a key value for us and

is an intrinsic part of how we operate.

The power of an ecosystem

We are witnessing consumer trends shift rapidly in

a post-COVID-19 restrictions world.

We have built our Group to be resilient to change as

we purchase inventory guided by data and insights,

keeping us ahead of demand as we continue to grow

our integrated retail ecosystem of brands, products

and services. While 2020 and 2021 were about

customers purchasing items to enable working and

learning from home as well as active wear, 2022 has

seen a change in customer need with travel demand

returning at the expense of goods and services, with

items like suitcases back in demand as we continue

to move past COVID-19 related restrictions.

We retain our focus on building a world-class

ecosystem powered by first-party data, learning more

about consumer behaviour and actioning it across our

different brands and platforms, building infrastructure

I am very pleased to report on a strong

financial year, despite the challenges

that COVID-19 continues to bring. Our

robust foundations, the strength of The

Warehouse Group brands, our dedicated

team members and our strong customer

centricity have ensured the continued

momentum throughout the challenges

of FY22.

The first half of the year was one of the most

disrupted periods since the start of the COVID-19

pandemic, resulting in our stores moving in and out

of trading restrictions in different parts of the country

at different times. This contributed to a particularly

challenging operating environment.

Our customers pivoted to our online and Click &

Collect channels across all our brands and our

team stepped up to ensure we were supporting

New Zealand families to get the things they

needed and wanted.

Our 12,000 team members have rallied together with

unrivalled customer focus and continued to innovate

and deliver. Their adaptability and resilience within

our agile framework enabled The Warehouse Group

to respond to the ever-increasing pace of change.

Financial performance

While FY21 was a record year in many respects, it is

recognised now that the strong bounce back following

the first New Zealand lockdown was an anomaly and

that this was going to be a tough act to follow given

the challenges and headwinds experienced in FY22.

Despite this, we are extremely pleased with the result.

While the first half was the most challenging with

sales decline of 4.3% year on year, the second half saw

disruptions ease, supply chains and networks become

easier to navigate and our customers return to

stores following long periods of store closures due to

lockdowns. The second half saw a stem in the decline

of sales resulting in full year sales of $3.3 billion, down

3.5% compared to FY21.

Our focus on gross margin, improved shipping and

freight logistics and improved mix of product sales

also saw gross profit improve from the first half, to

NICK GRAYSTON

the lifetime value of a customer and provide

additional value and benefits on a differential basis.

Beyond retail

We are excited to be launching our unified retail media

network, MarketMedia. Our retail media platforms will

enable us better to connect our customers and

suppliers across one of the largest online and in-store

audiences in New Zealand.

For our customers, this means we can offer them

shopping experiences with more deals and relevant

recommendations that are right for them.

For our suppliers, this means we can give them

powerful ways to grow their businesses by partnering

with New Zealand’s largest integrated retail group.

MarketMedia will allow advertisers to reach and

connect with millions of consumers based on real-time

purchasing behaviour and intent signals, providing

a holistic view of customer behaviour, measurable

results, and closed-loop performance insights linked

all the way through to transactions.

Internationally the likes of Amazon, Walmart,

Woolworths, and Best Buy are successfully

harnessing the power of their first-party data through

retail media networks. We are optimistic about the

future growth opportunities that our new retail media

network will bring to the Group.

Take a stand or take a seat

The Warehouse Group has always been an

organisation that challenges the status quo to deliver

the things that Kiwis need and be here for good. Our

planet is in crisis, and tackling climate change takes

that serves our customers seamlessly across the

digital and physical worlds.

The Warehouse and Noel Leeming apps are already

among the most downloaded and highly rated apps

in New Zealand, and we anticipate a convergence

of our brands and their apps and online channels

into a single point of reference for the ease and

convenience of our customers, leveraging the power

of our Group and beyond.

We were thrilled to launch MarketClub – our Group

wide membership programme – in October 2021,

initially into The Warehouse and on TheMarket.com.

In less than a year, MarketClub has rapidly grown to

nearly 600,000 active members, who enjoy incredible

offers and value. MarketClub will continue its

expansion across the Group in FY23 as we launch

new features and brands.

We have never been more confident in our strategy

and how we are tracking against it. We are investing

in systems and infrastructure to deliver growth, we

are building a Group-wide membership programme

to reward our customers every step of the way; we are

investing in retail media further to unlock the value of

our ever-deeper customer relationships; and we are

excited about growing our grocery offering. We are

doing all this in a measured and sustainable way – to

reduce emissions in our own organisation and beyond

and to make sustainable living easy and affordable

for everyone.

As we move ahead with our strategy to provide

personalised, integrated, rewarding and frictionless

shopping experiences, we will be able to recognise

all of us. Our team and I are passionate about being a

proactive part of the solution, and we are challenging

how we can move faster and do better.

This will be a significant multi-decade transformation

to make sustainable living easy and affordable for

everyone, and to achieve zero emissions in our

operations by 2040. It’s a big, bold ambition with

many unknowns, but if not us, then who? And if not

now, then when?

Our foundations are strong and we’ve been

investing in and building our portfolio of sustainable

products, reducing waste for ourselves and our

customers through robust recycling programmes

and packaging reduction, and implementing various

initiatives across the Group to reduce our own

emissions to zero by 2040. In addition, we recognise

that the lion’s share of our emissions are created

with our suppliers in the process of manufacture

of the goods we sell and are working with them to

report, reduce and mitigate Scope 3.

All organisations will need to take a stand or take a

seat in their approach to sustainability. We’ll be taking

a stand.

Ngā mihi nui

NICK GRAYSTON

CEO’S

REPORT

Nick Grayston – CEO

The Warehouse Group Integrated Annual Report 20228CEO’s Report9

OUR PURPOSE, VISION, VALUES,
AND CUSTOMER EXPERIENCES ARE ALIGNED

OUR PURPOSE

OUR STRATEGIC CUSTOMER EXPERIENCE

OUR VISION


Helping Kiwis live better every day

Ia tangata, ia rā

Every day, we’re living our purpose by transforming our business to exceed our customers’

expectations and to have a positive impact on our communities. Our vision guides our aspiration,

while our values guide our behaviours and rituals.

We’re focusing on the strategic customer experiences to achieve our objectives and to deliver on our

long-term strategy and growth.

To make sustainable living easy and affordable for everyone

Kia ngāwari, kia utu māmā hoki te noho tiaki taiao a te katoa

OUR VALUES

Mahi i nga mahi pai

We are one team, standing up

for our people, our planet

and our communities.

DO GOOD

Whakaarohia te kaiutu

We put the customer

first in everything we do.

THINK CUSTOMER


Kia haepapa

We walk the talk and

make things happen.

OWN IT

Helping customers

to find what they’re

looking for, at prices

that are great,

every time

Range & Value

12345

Helping customers

to enjoy fast, easy,

and reliable ways

to get what

they need

Availability & Fulfilment

Helping customers

to have access

to affordable

solutions that help

them live sustainably

Sustainable & Affordable

Helping customers

to feel recognised

and rewarded

Loyalty & Payments

Helping customers

get easy and

high-quality

customer service

every time

Customer Service

The Warehouse Group Integrated Annual Report 20221011Our Purpose, Vision and Values

We’re continuing to build and deliver
a modern, integrated retail offering

- powered by a customer-centric

ecosystem that enables easy and

frictionless shopping experiences to

create greater customer value over time.

Our unique combination of local assets, global

partnerships and strong financial position means

we can scale our business further 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 launched our unified

membership programme, MarketClub, starting with

a rollout across TheMarket.com and The Warehouse,

acquiring nearly 600,000 active members by the end

of FY22. We are busy expanding our membership base

and capability within this programme, and have plans

to roll this out to the entire Group.

With our strategic investment in Zoom Health, the

operator of Zoom Pharmacy, we believe 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 integrated retail capabilities across our

stores, services, supply chain, and our mobile apps

and online sites. 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.

OUR

ECOSYSTEM

P

L

A

T

F

O

R

M

S

P

E

O

P

L

E





















D

A

T

A

OUR CUSTOMER

SHOPPING

We’re focused on making

our shopping experiences

easy and seamless – in

stores and online

ENTERTAINMENT

Potentially extending

our membership into

entertainment services

and offerings


RETAIL MEDIA

Will turn our store

and digital traffic into

incremental revenue


SERVICES

Our services help

customers and

businesses in their

daily lives


MEMBERSHIP

Bring it all together,

in stores and online

HEALTH

We're focused on

offering convenient and

affordable access to

healthcare to all Kiwis

FULFILMENT

We get our goods and

services to our customers,

when and where they want

PAYMENTS

With more ways to

make their budgets

work for them


The Warehouse Group Integrated Annual Report 20221213Our Ecosystem

OUR STORES
11

6

4

5

MATAMATA

MORRINSVILLE

TE RAPA

CHARTWELL

HAMILTON

HILLCREST

THE BASE

BELL BLOCK

NP CENTRAL

TAURANGA

MT MAUNGANUI

FRASER COVE

THE CROSSING

PAPAMOA

DUNEDIN

CAMBRIDGE

TE AWAMUTU

TOKOROA

TE KUITI

ROTORUA

LEVIN

PARAPARAUMU

RANGIORA

OAMARU

ALEXANDRA

ASHBURTON

BLENHEIM

KAITAIĀ

KAIKOHE

DARGAVILLE

WAIPAPA

KERIKERI

WHANGĀREI

WHAKATĀNE

SNELLS BEACH

WARKWORTH

GISBORNE

TAUPŌ

HASTINGS

MASTERTON

DANNEVIRKE

UPPER HUTT

INVERCARGILL

GORE

BALCLUTHA

TIMARU

QUEENSTOWN

WANAKA

REMARKABLES

NAPIER

HAWERA

PALMERSTON NORTH

WHANGANUI

FEILDING

NELSON

RICHMOND

GREYMOUTH

MOTUEKA

WHITIANGA

THAMES

MORRINSVILLE

CHRISTCHURCH

18

WELLINGTON

22

AUCKLAND

68

11

MAP KEY

The Warehouse Store

Warehouse Stationery Store

SWAS Store

Torpedo7 Store

Noel Leeming Store

APPS

TheMarket.com

Noel Leeming

The Warehouse

ONLINE STORES

TheMarket.com

Warehouse Stationery

Noel Leeming

The Warehouse

PHYSICAL STORES

89

68

68

24

249 STORES

The Warehouse Stores

Warehouse Stationery Stores

Including 35 SWAS (store within a store)

Noel Leeming Stores

Torpedo7 Stores

The Warehouse Group Integrated Annual Report 20221415The Warehouse Group Integrated Annual Report 202214Our Stores

plastics recycling programme has been expanded
to 38 stores, and in the last year 63.5 tonnes of soft

plastics have been collected and recycled,

the equivalent of 10.6 million pieces of plastic.

This year, The Warehouse teamed up with The

Salvation Army, Healthy Homes providers and

Habitat for Humanity to launch a first of its kind

‘Healthy Heater Swap’. Throughout winter we

called on Kiwis to trade in their un-flued LPG gas

heaters for a healthier, electric option for free, at 30

The Warehouse stores. The returned gas heaters

were then recycled through our charity partner

All Heart New Zealand. More than 1,400 heaters

were swapped out for a more energy-efficient

and healthier alternative, and 2,000 heaters were

donated to our community partners to reach those

communities most in need, helping Kiwi families to

have a warmer and healthier home.

Supporting the community continues to be a key

focus for The Warehouse, and this year we’ve raised

$1.4 million through the sale of our red bags at

checkouts to support groups and initiatives in our

communities, as well as our national charity partners

- The Salvation Army, Variety - the Children’s

Charity, The Period Place, Women’s Refuge,

Sustainable Coastlines, Hillary Outdoors, Parenting

Place, Life Education Trust, Youthline and Whānau

Āwhina Plunket.

2G9A0448.jpg

2G9A0458.jpg

2G9A0453.jpg

2G9A0461.jpg

The Warehouse is New Zealand’s largest

general merchandise retailer celebrating

40 years as a presence in communities

across the country.

Over the last year we’ve proved the benefit of having

a highly engaged and passionate team. Our team’s

resilience and ability to adapt to changing trading

conditions saw 56 of our The Warehouse stores open

as fulfilment centres overnight when the country went

into lockdown and stores were not able to open.

In FY22, The Warehouse sales decreased 4.3% to $1.7

billion, with online sales increasing 60.5% to make up

10.5% of sales and Click & Collect fulfilment making

up 45.9% of The Warehouse online sales. Operating

profit was $75.7 million, down 57.0% due to increased

costs including advertising and promotion, and the

cloud computing accounting adjustment impacting

The Warehouse operating profit by $12.0 million

(before tax).

Our focus remains to provide the best value for our

customers, and we continue to take steps to offer

the best prices we can. Value isn’t just about low

prices – by providing quality products across all of

our categories, our customers can feel confident that

the range of options we provide will offer better value

for their money.

A key highlight in FY22 is the expansion of our

grocery offering and we have been able to offer

some of the lowest prices available in New Zealand

on key grocery and household items. We’ve had

great feedback from customers who hadn't visited

our pantry aisles before and are discovering that in

addition to butter, milk, bread and flour, we also range

things like breakfast cereals, pasta, rice, canned

items, nuts and snacks – almost everything families

need to get them through the week.

Our Project Redline has seen ticketing and store

signage updated and a new store look and feel

starting to roll out across the network. We’ve also

begun rolling out a new Green Gardening experience

across 72 stores, improving and updating our offering

for this category.

We’re committed to making it easier for our

customers to make affordable and sustainable

choices and this year our customers have purchased

over $213 million worth of private label products

with at least one sustainable attribute. We continue

to make packaging improvements to a number of

our products, including removing unnecessary

packaging and plastic, and replacing it with more

sustainable options, such as our duvet sets which

come packaged in a reusable casing made from

the same material. Our 100% recycled polyester

puffer jacket and vest range is made with recycled

polyester equivalent to around 20 plastic bottles.

We continue to offer a range of circularity options

available for our customers in store. The soft

WHERE EVERYONE GETS A BARGAIN

OUR BRANDS | THE WAREHOUSE

17The Warehouse Group Integrated Annual Report 202216Our Brands | The Warehouse

label products feature kupu Māori to help encourage
Kiwis to feel more confident using the language

in their everyday lives. We’re proud of our range of

products made from sustainably sourced and recycled

materials, including our range of exercise books made

from 100% recycled paper, and our 'I used to be a

bottle' range of stationery options.

Following a successful pilot in some of our Noel

Leeming stores, Warehouse Stationery, in partnership

with TechCollect NZ, is also now offering free e-waste

collection at six stores nationwide, with the aim to

collect end-of-life electronics for recycling to reduce

the impact to landfill.

This year marked the 13th year of our annual back-

to-school appeal with The Salvation Army to support

families struggling with back-to-school costs.

Customers were invited to add a donation at the

checkout of our Warehouse Stationery stores, which

we matched dollar for dollar to provide $44,000 of

essential school supplies to families in need.

Warehouse Stationery caters to all

New Zealanders with a range of office

and school supplies, educational

resources, furniture, and craft items for

creative projects, as well as personalised

printing and copy services.

Warehouse Stationery is also a leading supplier

for small businesses in New Zealand, and has this

year been included as a panel member in the All

of Government Procurement for Office Supplies.

In FY22, operating profit was $23.1 million, with sales

of $249.7 million of which 13.7% were made online

through at-home delivery and Click & Collect. Click &

Collect grew to 25.6% of online sales, and to meet this

demand we increased our Click & Collect availability

across the store network.

Throughout the year the roll-out of our store-within-

a-store (SWAS) format continued, which has seen

Warehouse Stationery stores incorporated within

The Warehouse stores. Ten stores were converted

to this format in FY22, bringing the total number

of SWAS concepts to 35. Our customers enjoy the

greater convenience of being able to access both

brands and a wider product range under one roof.

Our print and copy centres continue to experience

increased demand. Lamination services were

popular for COVID-19 vaccination certificates, and

as borders reopened our passport photo service was

a convenient option for Kiwis. Specialist craft and

education resources were also standout categories,

benefiting from New Zealanders educating and

entertaining themselves at home. Our Services

solution continued to grow, and has increased 100%

on FY21, with customers taking advantage of our

furniture assembly services after returning to the

office following periods of lockdown.

We continued to expand our private label range which

includes the use of kupu Māori across our calculators,

school adhesives and books, book coverings and

labels, highlighters, pens and pencils, as well as our

coloured pencils, felts and crayons. We’re working

on having all of our Warehouse Stationery private

Our Brands | Warehouse Stationery

DO YOUR BEST WORK

OUR BRANDS | WAREHOUSE STATIONERY

The Warehouse Group Integrated Annual Report 20221819

THE AUTHORITY ON APPLIANCES,
TECHNOLOGY AND SERVICES

OUR BRANDS | NOEL LEEMING

Noel Leeming is New Zealand’s number

one consumer electronics retailer, helping

Kiwis enrich their lives through technology.

We pride ourselves on offering Kiwis global

and home brands, together with innovative,

world-class service.

Highlights for the year include an operating profit

of $53.9 million, sales of $1,096.7 million and a lift

in employee and customer satisfaction ratings.

These successes reflect a dedication to sticking to

delivering exceptional customer service through our

high-performing, passionate experts and end-to-end

services solutions.

Our one-hour Click & Collect service has been

expanded and is now available at every store across

the country and is a significant point of difference for

our customers, with dedicated Click & Collect bays at

most stores making pick-up quick and easy.

Our Noel Leeming services offering continues to

grow with key customer experience capabilities

being unlocked including the ability to book our Tech

Solutions services online, 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.

Our Noel Leeming Tech Solutions team is a key point

of difference for our customers. Tech Solutions has

a national footprint and and our specialist team is

dedicated to providing tech expertise in store, at your

home, your business or over the phone. Our team

of Tech Solutions Specialists can deliver personal

assistance on our full product range.

This year we launched our SmartHome services

solution, where our team of experts offer in-home

visits to provide our customers a tailored smart home

solution. This includes recommending products, and

installation on items such as smart door-locking

and security systems, lighting, Wi-Fi enabled heat

pumps, and products to control the functionality

of a customer's home.

In partnership with TechCollect NZ, Noel Leeming

offers free e-waste collection and recycling at 16

stores nationwide with the aim to divert significant

amounts of e-waste from landfills. Since this

programme was introduced last year, 83 tonnes

of e-waste has been collected.

Innovating for our customers is a key reason why

Noel Leeming is New Zealand’s number one consumer

electronics retailer.

The Noel Leeming sales app provides us with a point

of 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.

The Warehouse Group Business

The Warehouse Group Business (TWGB) continues

to work closely with Kiwi businesses to source and

set up the products they need. Our dedicated team

across New Zealand can access quality retail and

commercial grade products including appliances,

technology, stationery, work clothing, furniture,

homewares, consumables, outdoor supplies and

more. We also provide an end to end service and

specialist support to help with large-scale delivery,

installation, rubbish removal, e-waste circularity

and recycling.

Highlights for the year include $404 million Group

commercial sales, re-inclusion on the panel for

the All of Government Office Supplies contract,

alongside the appointment to the panel for the

All of Government IT contract which gives TWGB

endorsement to sell to approximately 2,700

government agencies, including schools.

TWGB partnered with the Ministry of Education

to support the Lunches in Schools programme

including the supply of whiteware and appliances

for over 200 participating schools, as well as supply

of over 3,000 bring your own device (BYOD) learning

devices to students needing to learn from home

during lockdowns.

This year, TWGB partnered with the Auckland City

Mission for the building fit-out of HomeGround/Te

Tāpui Atawhai, a new housing and social services

facility for Auckland’s homeless and most vulnerable.

This included supplying products from across the

wider group such as whiteware and appliances as

well as all necessary homewares and textiles from

The Warehouse, for 80 apartments, all with full-service

delivery, installation and packaging waste disposal.

21Our Brands | Noel Leeming The Warehouse Group Integrated Annual Report 202220

Edge and Torpedo7 also offer a circular take-back
system, where at the end of the Kakapo kayak’s life

cycle, it can be returned to the store and recycled

into a new wool composite product.

Torpedo7 Club continues to drive engagement for

our customers with exclusive club offers and this

year we’ve introduced Club days, helping drive

acquisition and pushing the Torpedo7 Club member

base to one million members.

Torpedo7 proudly supports Cycling New Zealand as

the naming sponsor of the UCI Mountain Bike World

Championship team. With Torpedo7's passion for the

outdoors and our local environment, we also provide

support through our partnership with Hillary Outdoors

Education Trust, committing $100,000 per year for the

next three years.

Our team members are 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.

Torpedo7 is the ultimate all-rounder store

for outdoor adventures in New Zealand.

Regardless of your passion or level

of intensity, Torpedo7 is sure to have

something to suit.

From a wide range of bikes for roads and trails, from

boards and skis to rip up the mountains in winter to

SUPs and water gear to make a splash in summer;

clothing selections for men, women and children,

tents to fit a family and camping equipment for

the solo tramper or casual glamper – Torpedo7 has

everything you need to get outdoors.

Torpedo7 continues to make good progress year

on year, with increased store footprint driving sales

growth of 8.0% from $158.7 million to $171.5 million in

FY22. Torpedo7 online sales grew 31.0% making up

35.0% of Torpedo7 sales.

Our network of stores continues to expand across

the country, with new stores opening in Whangārei,

Petone and Invercargill bringing our total store count

to 24. These large format stores take inspiration from

various outdoor locations across the region. We’re

continuing the large format store roll-out, with new

sites having been identified and new stores planned

to open next year.

We continued to streamline our online fulfilment

capabilities after moving to our dedicated fulfilment

centre. We have increased the mix of our private label

to around 35% of Torpedo7 apparel.

Proudly on a sustainability journey, we now have 50%

of our Torpedo7 branded apparel manufactured with

recycled fibres, and we’re looking into opportunities

for our range of hard goods.

Taking a new and innovative direction in the quest for

sustainable water-sports equipment, Torpedo7 and

New Zealand engineering company Shear Edge have

collaborated to produce a world first – a kayak made

with wool. The Torpedo7 Kakapo Woollen Single Kayak

SE, named after the Kākāpō bird, which is celebrated

for its uniqueness, has been designed with natural

fibre composite, comprising of 35% strong wool fibres

embedded within high-density polyethylene. The

natural fibres used in the kayak replace 2 kilograms

of plastic – the equivalent of 400 plastic bags. Shear

SEE YOU OUT THERE

OUR BRANDS | TORPEDO7

The Warehouse Group Integrated Annual Report 20222223Our Brands | Torpedo7

With more than 4.2 million products from
more than 6,500 of the world’s most

desirable local and international brands,

TheMarket.com is quickly becoming one

of New Zealand’s favourite places to

shop online.

TheMarket.com continued on its growth trajectory in

FY22 with customer spend up 14% compared to FY21

and delivered $110 million Gross Merchandise Value.

TheMarket.com now has more than 390,000

active customers who engaged in more than 39

million online sessions across the year, with 20%

of New Zealand online shoppers purchasing from

TheMarket.com this year. Customer shopping

frequency continues to increase, illustrating the

benefit of the extensive range of brands and

products available.

Over the last 12 months, TheMarket.com has continued

to grow the range by 76% while transforming the

platform to meet a singular customer proposition

– to deliver more value, convenience and enabling

discovery for customers.

A key moment in FY22 was the folding of the

1-day.co.nz business into TheMarket.com, providing

a unified customer experience. Including 1-day.co.nz

into the platform has expanded market share to cater

to value-driven shoppers. This remains a key move in

a consolidating market and with affordability being

top of mind for customers.

At the end of FY22, phase one of MarketIQ was

launched which increases search efficiencies for

customers through an optimised onsite search

engine that delivers more relevant and personalised

shopping recommendations.

MarketClub membership on TheMarket.com offers

customers exclusive deals and is free to join.

TheMarket.com also offers the option of MarketClub+

which is a subscription service offering free shipping

on eligible items from TheMarket.com stores and

other benefits.

Throughout the year an additional 20 MarketPoint

locations, where our customers can collect their

orders for convenience, were added to the network.

TheMarket.com is well positioned for future growth

and is a core component of the Group's ecosystem.

GET IT ALL DONE

OUR BRANDS | THEMARKET.COM

We launched MarketClub in both

The Warehouse and TheMarket.com

in October 2021, giving our customers

a new kind of membership programme.

MarketClub at The Warehouse

MarketClub membership for The Warehouse

customers is free to join and customers are able to

use MarketClub within The Warehouse app, in the

online store and by scanning a QR code at checkout

in The Warehouse stores.

MarketClub at The Warehouse had almost 600,000

active members at year end. The Warehouse

customers have saved more than $7 million to date,

through accessing MarketClub member discounts

such as the $4 500 gram Tararua Salted Butter,

25% off Market Kitchen groceries and the special

MarketClub member offer of 50% off confectionery

at Easter.

Supporting New Zealand communities has always

been at the heart of our business and something

our customers really value. Since The Warehouse

began, more than $79 million has been raised for Kiwi

charities and community groups and this is core to our

MarketClub programme.

Every time a customer shops with The Warehouse

through MarketClub, we automatically donate a

portion of the sale to their chosen charity. Customers

can choose from a range of causes to support from

our charity partners including Sustainable Coastlines,

Life Education Trust, Variety – the Children’s

Charity and Whānau Āwhina Plunket, as well as our

seasonal causes such as the annual Christmas giving

campaign, Be the Joy.

Through MarketClub at The Warehouse we have

donated more than $517,000 to Kiwi charities since

we launched in October last year.

MARKETCLUB

MarketClub and MarketClub+ at

TheMarket.com

MarketClub membership on TheMarket.com also

offers customers exclusive deals and is free to join.

Alongside this, TheMarket.com also offers members

the option of MarketClub+ which is a subscription

service offering free shipping on eligible items from

TheMarket.com stores, VIP access to exclusive

offers and promotions and priority customer service

and eligibility for benefits and deals through

exclusive partners. TheMarket.com customers have

saved $449,000 through exclusive member only

MarketClub deals in FY22.

MarketClub is an exciting step in our Group

ecosystem, designed to make it easy for our

customers to shop with us in ways that suit and

are meaningful to them.

The Warehouse Group Integrated Annual Report 20222425Our Brands | MarketClub

also continue to provide free period products for our
12,000 team members across our stores, support

offices and distribution centres.

Tonga Tsunami Appeal, supporting

Red Cross

Earlier this year our Pacific neighbours in Tonga

faced a devastating volcanic eruption and tsunami.

As a member of the Red Cross Disaster Response

Alliance we began raising emergency funds in The

Warehouse and Torpedo7 to support The Pacific

Tsunami Appeal. Together with our customers we

were able to provide $157,160 to support efforts

on the ground, including administering first aid

and distributing relief supplies in Tonga and the

surrounding islands of Mango and Fonoifua.

Together with our customers and charity

partners we’re helping to make good

things happen for communities across

New Zealand.

Guided by our purpose to help Kiwis live better

every day, we’re proud to have supported Kiwi

communities since we first opened our doors in 1982.

Our programme focuses on the areas where we can

make a tangible difference for our communities, such

as tackling family violence, ensuring young people

have access to period products, helping families live

in warm dry homes and ensuring children in need

have essential school supplies to help them succeed

in the classroom.

This year, together with our customers and suppliers we

raised more than $3.7 million for New Zealand charities

and community groups, bringing the total raised to date

to more than $79 million across the Group.

At a national level our key charity partners include

Sustainable Coastlines, Youthline, Women’s Refuge,

Variety – the Children’s Charity, The Salvation Army,

Parenting Place, Whānau Āwhina Plunket, The Period

Place, Hillary Outdoors and Life Education Trust. Our

stores also play an important role in our community

giveback programme, supporting a range of initiatives

in their local communities through the proceeds from

our $1 reusable bags.

MarketClub

In October 2021 we launched MarketClub, our new

membership programme which enables Kiwis to

support causes important to them every time they

shop with us. For every customer purchase made

through MarketClub, The Warehouse Group makes

a donation to their chosen charity organisation.

Alongside our MarketClub members, we were able

to donate more than $517,000 to Kiwi communities

this year to support a range of initiatives, such as

removing 50,025 litres of litter from Kiwi coastlines

and planting 2,859 native trees alongside our

waterways. MarketClub is an exciting evolution in

our community giving programme and another

way we’re proud to be able to support the causes

important to Kiwis.

Toys for Good

During our Mega Toy Month for every toy sold we

donated a portion of funds to The Salvation Army,

Aspire programme. Total funds raised were $150,000

which will go towards supporting at-risk teens.

Back to School appeal

This year marked the 13th year of our annual back-to

–school appeal with The Salvation Army to support

families struggling with back-to-school costs.

Customers were invited to add a donation at the

checkout of our Warehouse Stationery stores, which

we matched dollar for dollar to provide $44,000 of

essential school supplies to families in need.

Access to period products

In partnership with The Period Place, we’re helping

to eliminate period poverty in Aotearoa. There is a

network of period product collection boxes in 26

The Warehouse stores nationwide, with the donated

products going to local organisations in need. We’re

also continuing to make period products accessible

and affordable through our range of $1 pads with one

for every 10 sold donated to those most in need. More

than 48,000 period products were donated through

the initiative this year, bringing our total donations

to date to more than 180,000 period products. We

SUPPORTING OUR COMMUNITIES

Be the Joy

This Christmas we partnered again with Women’s

Refuge and Variety – the Children’s Charity on our

Be the Joy campaign, to provide gifts to more than

17,000 Kiwi kids who may otherwise go without.

Customers were able to purchase a $10 swing tag at

checkout, which the Group then turned into a $25 gift

for a child in need. The Warehouse stores nationwide

also collected new, unwrapped gifts for their local

Women’s Refuge and Auckland City Mission at

selected Auckland stores.

TWG Gateway Programme

TWG is proud to offer Year 12 and 13 school students

work experience and the opportunity to achieve unit

standard credits through the Gateway programme.

Red Shirts in Schools in The Warehouse, Blue Shirts

in Schools in Warehouse Stationery and Discovering

Passionate Experts in Noel Leeming reached

1782 student enrolments in FY22 – an excellent

participation rate given the continued COVID-19

disruptions throughout the year. The programmes,

in partnership with ServiceIQ, are an opportunity

for students to get hands-on experience in the

exciting retail industry and a chance to make helpful

professional contacts for when they leave school.

The Gateway programme is also currently being

trialled in our Auckland Torpedo7 Bike Hub, with plans

to extend the programme to Torpedo7 stores and

distribution centres during FY23.

P-TECH Programme

During FY22 TWG continued its role as a key partner

in the IBM P-TECH (Pathways in Technology)

programme. P-TECH focuses on developing digital

skills and job-ready students and is now in 28

countries globally. The programme has expanded

significantly in New Zealand to include five new

industry partners, four new schools and one new

tertiary partner.

When TWG first heard about P-TECH we recognised

the programme’s unique value and potential. TWG led

the way by becoming the founding industry partner

with IBM. P-TECH brings together the best elements

between high school, tertiary education and the

professional world and enables students to begin

their tertiary and professional lives more quickly and

with greater support than the typical school-to-

work pathway. As an industry partner TWG provides

financial assistance, paid internships, mentors who

coach, guide and support the students throughout the

programme and the opportunity for P-TECH graduates

to apply for employment roles within our company.

The Warehouse Group Integrated Annual Report 202226Community27

We want to take ambitious action
to make sustainable living easy and

affordable for everyone.

We will do this through four Building Blocks,

which will each deliver specific outcomes.

Increasing the number of sustainable

products with sustainable packaging and

certified ingredients, and help our suppliers

reduce their GHG emissions;

Enabling sustainable living solutions that

help our customers live a healthy, low-carbon

lifestyle;

Providing circularity solutions that reduce

the amount of post-consumer waste going

to landfill; and

SUSTAINABILITY BUILDING BLOCKS

Increasing the sustainability performance of

our operations and decreasing our operational

carbon emissions (Scope 1 & 2) to zero by 2040.

Each of these Building Blocks have short-term and

long-term targets. They are supported by new data

and resource capabilities that embed sustainability

outcomes in everything we do.

This journey means The Warehouse Group is

committed to new ambitions and we have initiatives

underpinning each of these which give us a high level

of confidence that we will:

• achieve 100% of our private label products and

packaging to be sustainable or have a circularity

solution by 2035;

• have 2 million New Zealanders use our sustainable

living solutions by 2035;

• enable 2.5 million customers to use our waste

recycling or circular reuse solutions by 2030;

• reach zero emissions in our operational emissions

(Scope 1 & Scope 2) by 2040; and

• target an 80% reduction of our Scope 3 emissions

covering our upstream product suppliers and

shipping and transportation by 2040.

Our targets are ambitious, and for some aspects we

know that this will require technological solutions

that currently do not exist, like a hydrogen-fuelled

shipping fleet. However, we have strong foundations

in sustainable initiatives and investments, and we

are changing the shape of our business to achieve

our goals. We are taking a stand in our Group wide

approach to sustainability.

TO MAKE SUSTAINABLE LIVING EASY

AND AFFORDABLE FOR EVERYONE

OUR VISION

Increasing the number of

sustainable products with

sustainable packaging and certified

ingredients, and help our suppliers

reduce their GHG emissions

Increase the share of

private label sales with

sustainable packaging

to 50% by 2025 and

100% by 2035;

Increase the share of

private label sales from

sustainable products,

or products with

circularity solutions to

50% by 2025 and 100%

by 2035; and

Reduce the Group’s

Scope 3 emissions by

50% by 2035 and by

80% by 2040.

The number of

customers using the

Group’s sustainable

living solutions to

be 2 million New

Zealanders by 2035;

Increase our sales of

energy and water-

efficient products by

50% by 2025 (from

2021 baseline); and

Install electric vehicle

charging stations

at all stores, where

possible, by 2030.

Enable 2.5 million

customers to use

our waste recycling

or circular reuse

solutions by 2030.

Helping our customers live a circular

lifestyle means giving them the tools

to dispose of waste and products at

the end of their useful life.

Over the past year, we have

increased the amount of soft

plastics collected in our stores

from 6.2 million units in FY21 to 10.6

million units in FY22. This shows us

that some customers have already

integrated 'bring it back' into their

shopping behaviours.

We are committed to expanding

our post-consumer waste recycling

solutions from soft plastic and

TerraCycle NZ waste recycling at

The Warehouse to e-waste and

mobile phone recycling solutions

at Noel Leeming and Warehouse

Stationery stores, with more

initiatives to come.

We are looking at more product

circularity and recycling initiatives

and the development of back-end

logistics and integration into the

customer experience.

We are launching a new customer-

centric value proposition around

sustainable living solutions.

This focuses not only on product

sustainability attributes, but on

customer sustainability benefits.

This puts us in a unique position

to help our customers live more

sustainably and understand the

impact of the choices they make.

Our belief is that sustainable living

solutions will be a growth area for

our business.

This requires us to develop

deeper consumer relationships to

explore data insights, identifying

what is and isn’t working in

stores, eCommerce and at home,

and build an approach to

telling the story of empowering

consumers to live sustainably

through new product and lifestyle

choices.

We continue to extend

sustainability attributes as our

suppliers’ capacity develops, while

reflecting the evolving industry

best practices and monitoring the

impact on cost and sell-through of

our sourcing decisions. Internally,

we are creating new tools, policies

and capabilities that integrate

sustainability attributes and

carbon data into decision making.

Reducing Scope 3 emissions is the

biggest challenge for any retailer

– this means supporting suppliers’

efforts to reduce their own Scope

1 & 2 emissions, and making

complex decisions about the

products we buy. We believe that

new data capabilities and supplier

scorecards with data integration

at the product level will help us

achieve our targets.

Our targets are measured against

private label products at The

Warehouse and Warehouse

Stationery, with planned expansion

to other brands.

The Warehouse Group has proudly

been CarbonZero since 2019. This

covers our Scope 1, 2 and measured

Scope 3

1

emissions generated by the

transportation and delivery of our

products from port of ownership to

our stores and customers.

We need to do more to reduce

our own emissions, including new

initiatives to reduce our electricity

usage, freight emissions and our

operational waste.

We already have initiatives in

flight like rolling out LED lighting

throughout our stores, electrifying

our passenger fleet, forklifts

and light commercial vehicles,

and working with our waste and

recycling partners to increase

the amount of operational waste

diverted from landfill.

1

Measured scope 3 emissions covers

product transportation, business travel

and waste services.

Reduce Scope 1 & 2

emissions aligned to a

1.5 degree trajectory

with the pathway

to zero emissions

by 2040;

Reduce domestic

and international

freight emissions by

40% by 2030 and

only use sustainable

transportation fuel

by 2040; and

Become a zero-waste

status organisation

by 2025.

Enabling sustainable living

solutions that help our

customers live a healthy,

low-carbon lifestyle

Providing circularity solutions

that reduce the amount of

post-consumer waste going

to landfill

Increasing the sustainability

performance of our operations

and decreasing our operational

carbon emissions (Scope 1 & 2)

to zero by 2040

ZERO

80%

Sustainable

living solutions

Circularity

solutions

Sustainable

products

Sustainable

operations

1

2

3

4

• Expand hard-to-recycle

packaging solutions to 100%

of our stores by end of FY23;

• Expand soft plastics recycling

scheme to 100% of our stores

by end of FY23; and

• Expand e-waste collection

solutions to 100% of TWL,

WSL and NLG stores by end

of FY23.

Our Vision | Sustainable Living29The Warehouse Group Integrated Annual Report 202228

The Warehouse Group Integrated Annual Report 20223031Our Vision | Sustainable Living

v
Our Integrated Report is designed to

report on how our resources contribute

through our retail value creation model

to deliver our vision to make sustainable

living easy and affordable for everyone.

This is demonstrated through the six

capitals as shown opposite and detailed

further in this report.

This Integrated Report has been prepared using

the International Integrated Reporting Council’s

International Integrated Reporting <IR> Framework.

Integrated Reporting aims to:

• Improve the quality of information available to

providers of financial capital;

• Promote a more cohesive and efficient approach

to corporate reporting;

• Enhance accountability and stewardship for the

broad base of capitals (inputs); and

• Support integrated thinking, decision-making and

actions that focus on the creation of value over the

short, medium and long term.

At the centre of our Integrated Reporting is the retail

value creation model, which details the capitals, or

inputs, we draw upon, our strategy and business

activities, and the outputs and outcomes we have

delivered in FY22. Refer to the following pages for

further details on each of these capitals.

In 2021 we also reported under the Global Reporting

Initiatives (GRI) reporting framework for the first time,

and we continue with this most widely used global

sustainability reporting standard this year. Refer

to pages 111 to 114 of this Annual Report for further

information on the GRI reporting framework, the

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. While

we have not sought external audit or assurance for the

non-financial information contained throughout this

Integrated Report, we have received limited assurance

on selected standards of the Group’s GRI disclosures

as well as our carbon emissions and energy

consumption which are audited by Toitū Envirocare.

1.

Delivered In Full On Time

2.

Severity 1 Frequency Rate

3.

Total Recordable Injury Frequency Rate

We strive to create a dynamic,

purpose driven organisation that

enables, equips and empowers

our people to succeed.

Our financial capital initiatives

continue to focus on ensuring

financial resilience while deploying

more capital to execute our strategy.

HUMAN CAPITAL

FINANCIAL CAPITAL

INTELLECT UAL CAPITAL

MANUFACTURED CAPITAL

INPUTSFY22 OUTPUTS

• Group (agile brands) Store NPS

up +1.4pts to 73.9

• SKU reduction of 3% for TWL

and 14% for WSL

• Online sales growth 39.8%,

15.3% of total sales

• Click & Collect sales growth

54.9%, 49.0% of online sales

• 35,600 private label product lines carrying

sustainability attributes

• 12,334 tCO2e of Scope 1 & 2 emissions

• 98% of the Group’s passenger fleet is EV

• Diverted 73.4% of operational waste

from landfills

• eNPS: In-store +24; DC and FC

+36; SSO team +48

• Women in 46.6% of senior

leadership roles

• Gender pay equity 100% at

Group level

• SV1FR

2

decreased by 36.6%

• TRIFR

3

decreased by 33.6%

• TSR 2.5%, compared to NZX gross

index decline of 8.1%

• Liquidity of $378.8m

• Final dividend 10.0 cps,

Full dividend 20.0 cps

• $140m Sustainability Linked Loans

• Inclusion in the NZX50

• Raised $3.7m for New Zealand

charities and communities

• 290 in-person and virtual

supplier training sessions

• 255 labour and environmental

supplier audits

INTEGRATED

REPORT

O

U

R


N

E

T

W

O

R

K

S

• 249 stores including 35 SWAS

• 87.7% of overseas sourced products through

3 offshore offices

• DIFOT

1

to store: 97.1%

• DIFOT home delivery: 87.4% for The Warehouse

and 93.0% for Warehouse Stationery in July 2022

Our expertise puts our customers at

the centre of all that we do. We have

enhanced our focus around five key

strategic customer experiences – which

are aligned with our purpose, our vision

and our values.

O

U

R


C

U

S

T

O

M

E

R

S

We want to build strong

relationships with our

communities and our

stakeholders to deliver

sustainable value and

positive change.

SOCIAL AND


RELATIONSHIP


CAPITAL

O

U

R


R

E

L

A

T

I

O

N

S

H

I

P

S

O

U

R


P

E

O

P

L

E

$

F

I

N

A

N

C

I

A

L


C

A

P

I

T

A

L

Our vision is to make sustainable living

easy and affordable for everyone. To

increase the sustainability of our own

operations and help our customers

save money while doing their bit to

save the planet.

NATURAL


CAPITAL

O

U

R


E

N

V

I

R

O

N

M

E

N

T

We strive to build world-class

customer experiences and an

ecosystem enabled by our portfolio

of brands, our supply chain

network and enterprise systems.

R E TA I L

VALU E

C R E ATI O N

PROCESS

S

U

P

P

O

R

T

I

N

G


N

E

W


Z

E

A

L

A

N

D


C

O

M

M

U

N

I

T

I

E

S

M

E

M

B

E

R

S

H

I

P

U

N

D

E

R

S

T

A

N

D

I

N

G


O

U

R


M

A

R

K

E

T

I

N

T

E

G

R

A

T

E

D


R

E

T

A

I

L


S

A

L

E

S


E

N

V

I

R

O

N

M

E

N

T

B

R

I

N

G

I

N

G


P

R

O

D

U

C

T


T

O


M

A

R

K

E

T

S

O

U

R

C

I

N

G


P

R

O

D

U

C

T

The Warehouse Group Integrated Annual Report 202232Integrated Report33

Risk management
The Group has defined its risk appetite and recognises

four main categories of risk:

• Strategic Risk – the consequence of an event

occurring which will damage the Group’s business

model, undermining its value proposition which

attracts customers and generates revenue.

• Financial Risk – referring to the Group’s ability

to manage its debt and financial obligations and

includes credit, liquidity, market and capital

project risk.

• Operational Risk – summarising the risks the Group

undertakes when it operates within the retail

environment which includes people, legal and

compliance, business continuity, data and security.

• Business Risk - risk to earnings arising from

developing consumer trends, supply chain risk,

pricing volatility and product risk.

Risk management framework

Our risk management framework has incorporated

agile practices, which allows the Group to identify

and manage risk and provides it with a mechanism

to adapt and respond to the dynamic environment

retail operates within. The Group’s blended approach

to risk management considers both traditional risk

management and the agile operating model, which

accommodates and learns from risk in executing

strategic initiatives.

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.

Agile application

Rapid change and increased technological

innovation within the retail sector has challenged the

Group’s ability to effectively compete. This increased

velocity poses new challenges to risk and compliance

functions as we strive to provide complementary

practices which enable insight and value.

To combat this rapid rate of change the Group has

embraced an agile team environment and ways of

working. As an agile business our team's focus on

short cyclic bursts of development, implementation,

and testing. Appropriate execution risk provides

valuable decision-enabling insight throughout the

initiative life cycle and agile delivery.

This allows optimal challenge without slowing

down agile teams. As initiatives are developed and

implemented, technology-supported controls and

real-time performance metrics can be utilised to

monitor and mitigate the new business risks.

Ultimately, aligning risk management with agile

execution enables the Group to improve customer

experiences swiftly, thereby giving the Group a

competitive advantage.

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

RISK & MATERIALITY

INHERENT

RISK RATING RISK

RISK

APPETITE

RESIDUAL


RISK RATING

Inability to source/retain key team members

with appropriate capabilities to deliver

initiatives and strategy

Sourcing/Retention

of Key Talent

highlowmedium

Failure to implement sustainability practices means

potential loss of trust in our brands, potential loss of

market share, and exposure to looming regulation


Sustainability

highmediummedium

Acceleration of global competition and customer

experiences could reduce Group market share, increase

customer acquisition costs and/or decrease profitability


Global Competition

and Disruption

highmediummedium

Customers face an increasing cost of living

affecting ability to transact with the Group

Cost of Living

very highmediummedium

Legacy IT infrastructure inhibits the

Group’s ability to transform at pace


Legacy IT

highlowhigh

Failure to execute on key deliverables impedes

other activities and may mean loss of market

leading position


Pace of Change

(execution)

mediumlowlow

Evolving consumer trends are not identified,

and the Group fails to meet their demand


Changing Consumer

Trends/Behaviour

highmediummedium

Global interruption of supply chain affects the

Group’s ability to maintain stock availability –

affecting sales


Logistics and Supply

Chain Disruption

highlowmedium

Failure to adequately protect our people and

customers from harm which could result in

serious injury

Health, Safety

and Wellbeing

mediumvery lowlow

Failure of the business to deliver a range of products

and services which the market needs and demands

Purchasing

Decisions

highhighmedium

$

$

$

Key risks

The Group periodically reviews keys risks with its senior leadership group to identify those risks which, if realised, would materially impact the success of the business. These

risks have been assigned sponsors and are appropriately managed through the implementation of suitable control measures to manage the risk. These risks are as follows:

Mōrea me te Tūponotanga

and strategies in 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 and default

trajectory of performance.

Building on an improvement may mean we have a

higher appetite 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 is the second year we have taken a further

step in our overall reporting and in particular in our

Environment, Social and Governance (ESG) targets

and initiatives by reporting under the Global Reporting

Initiatives (GRI) reporting framework and materiality

principles. This enables 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 our goals of sustainable

development. This report has been prepared in

accordance with the GRI Standards: Core option.

The Warehouse Group Integrated Annual Report 20223435Risk & Materiality

Total foot traffic across the Group decreased
12.1% in FY22 compared to the same 52 weeks in

FY21, excluding COVID-19 lockdown periods and

comparing the same weeks highlighting broader

shifts in customer shopping habits. Foot traffic for

our Warehouse Stationery SWAS stores is included

in the metrics for their respective The Warehouse

stores. Our SWAS programme has driven a decrease

in the number of store locations to 214 in FY22 from

227 in FY21. We are seeing foot traffic slowly rebuild.

Although Group store foot traffic has decreased, our

digital footprint is growing strongly. Group online

sales increased a staggering 39.8% compared to prior

year, now making up 15.3% of total Group sales. We

expect that the importance of an integrated retail

experience for our customers will accelerate into

FY23 and beyond. Our 1-hour Click & Collect service

at Noel Leeming, and our same-day Click & Collect

service in The Warehouse, have been huge successes

with our customers this year. Click & Collect sales

increased 54.9% compared to last year. This is a

significant part of our ecosystem and integrated retail

offering as customers shop from the comfort of their

own home, with the fast and convenient service of

collecting their orders instore, and then browse for

those items they want to view and shop for in person.

Our dedicated online marketplace, TheMarket.com,

has seen growth in the last year as online shopping

continued to grow as a choice for customers. With

an offering of products and brands all in one place,

TheMarket.com connects New Zealanders with 4.2

million available products from more than 6,500 of

the world’s most desirable brands. TheMarket.com

has over 390,000 active customers, and in the last

12 months hosted 39 million online sessions and saw

individual customer spend increase by 14% year on

year. We mentioned in the half year that TheMarket.com

was on track to deliver more than $100 million of

Gross Merchandise Value (GMV) and we are pleased

to report we have surpassed that with close to $110

million for the FY22 year. Our goal is for TheMarket.com

to become the go-to online shopping store for

New Zealanders.

A reliable and sustainable supply

chain network

Product supply was disrupted during the year due

to ongoing challenges in the supply chain.

Our agile structure, our ability to make fast decisions,

and our planning and sourcing processes mean we

are well placed to manage the current supply chain

challenges. Our team continues to actively manage

these disruptions both here in New Zealand and across

We strive to build world-class customer

experiences and an ecosystem enabled by:

• the integrated power of our portfolio of brands, both

online and instore;

• a reliable and sustainable supply chain network;

• enterprise systems, processes and data.

The integrated power of our portfolio

of brands both online and instore

Our portfolio of brands creates an ecosystem of

online, in-store and service offerings that serve our

customers’ wants and needs however and whenever

they want. Customers have the choice to shop

at their own convenience, and our membership

programmes and service offerings enable us to

build stronger relationships with them and extend

customer engagement across the Group.

We have 249 stores that are conveniently located

throughout New Zealand. Our store optimisation

programme ensures the stores are in the right place,

with the right footprint and the right layout to serve

our customers whenever and however they choose.

Improved store optimisation enables customers to

shop instore or collect their online orders with ease.

The Warehouse, Warehouse Stationery and

Noel Leeming saw some consolidation of store

locations as we optimise our store network.

Torpedo7 continues to expand its store footprint

with three new stores (Invercargill, Whangārei,

and Petone) opened during the year.

A key enabler of our store optimisation programme

is the continued roll-out of Warehouse Stationery

store-within-a-store (SWAS) programme. In FY22,

we integrated 10 Warehouse Stationery stores into

better-optimised The Warehouse stores, bringing

the total stores in our SWAS programme to 35 (FY21:

25). During the year we refitted three The Warehouse

stores with updated customer experiences in

Whangārei, Invercargill and Upper Hutt. We continue

to invest in our store network with improvements in

store layout, fitout, and sustainability features such as

LED lighting and in-store customer recycling options.

We strive to ensure our stores provide excellent

customer experience with layouts which are best

suited to customer shopping habits.

Our Auckland stores were closed for 84 days of

the year, while our stores across the rest of New

Zealand were closed for a minimum of 21 days due

to COVID-19 lockdown requirements, which had a

significant impact on our network. While customers

gravitated to online shopping during these periods,

increased online sales aren’t enough to replace

instore sales. Our experience over the past two years

also shows that foot traffic takes a while to increase

following lockdown periods, as customers return to

shopping in person rather than online.

We have worked hard

to improve the Click

& Collect and delivery

experience.

OUR NETWORKS

DELIVERED IN FULL

ON TIME (DIFOT)

TWL and WSL stores -

Target 98.0% (FY21: 98.0%)

SOURCED AND IMPORTED

through our offshore sourcing offices

(FY21: 88.0%)

our three international sourcing offices in India, China

and Bangladesh. Proactive management of changing

customer demand enables us to forecast our demand

needs and ensure our supply chain is managed

accordingly. In FY22, global supply disruptions and

delays impacted our sales due to lower-than-planned

availability. In response, we have increased orders on

key continuity lines, so our inventory profile remains

in good shape despite higher-than-normal levels of

inventory held at year end.

Export ex-factory prices in China have increased

8% (in USD terms) over the past year, however our

careful price management and purchase planning

remains fundamental to balancing this inflationary

pressure and supply chain disruption while

delivering value for our customers.

Across our supply chain we have increased visibility

around availability so we can take action quickly to

ensure availability in store. Shipping continues to

present challenges world wide, particularly out of

Europe and China. Shipping costs have increased

this year and we expect shipping schedules to remain

STORES

249 stores:

The Warehouse 89, Warehouse

Stationery 68, Noel Leeming 68,

Torpedo7 24

249

constrained through FY23. We have worked hard

with our suppliers and logistics network and have

secured shipping at a good rate for the next two

years – meaning confirmed price, timing and secured

shipping slots.

Despite these disruptions, the Group’s brands

have performed well with supply management

and ensuring availability and delivery to our stores

and customers.

We measure the success of our supply chain network

through stock availability in our stores and delivery

performance to our stores and customers. The supply

chain challenges, as mentioned above, particularly

impacted the first half of the year due to COVID-19

lockdown periods impacting our business and supply

networks, and this continued in the second half. As

a result, The Warehouse and Warehouse Stationery

average store availability decreased from 90.0% in

FY21 to 86.7% in FY22, while store delivery in full on

time (DIFOT) was 97.1%, compared to 98.0% in FY21

and against our target of 98.0%.

Customer DIFOT (delivery and Click & Collect) was

75.4% (FY21: 91.7%) for The Warehouse and 92.3%

(FY21: 93.4%) for Warehouse Stationery against our

target of 95.0%. Customer delivery performance

was impacted by COVID-19 related supply chain

delays in stock and processing, our own team

absenteeism, combined with congestion in our last

mile delivery network outside of our control. However,

improvements in our supply chain and distribution

networks have seen this improve to 87.4% for

The Warehouse and 93.0% for Warehouse Stationery

in the month of July.

Store distribution cost to serve increased due to

distribution centre and store COVID-19 safety and

operating requirements.

The impact of COVID-19, which has resulted in more

customers shopping online, has accelerated our

focus to develop faster and easier-to-use online

platforms for our customers and improved on-time

fulfilment capabilities for our distribution and

fulfilment centres.

Powered by enterprise systems,

processes and data

During FY22, we continued transforming our

operational ecosystem and our shift from batch

to real-time operations and execution. Real-time

and relevant data is critical to so many areas of our

ecosystem – from procurement, on-time supply and

fulfilment, customer in-store and online shopping

8 7.7 %

private label

purchases


97.1%

STORE DISTRIBUTION

COST TO SERVE

CUSTOMER FULFILMENT

COST TO SERVE

(FY21: up 4.3%)

(FY21: up 1.1%)

29.0%

2.7%

Ngā Kōtuitanga

The Warehouse Group Integrated Annual Report 20223637Our Networks

experience, payment capability, and customer data
insights through our membership programme.

During the year we completed the implementation

of the finance component of the Enterprise

Resource Planning Finance and Inventory (ERPFI)

system. The inventory component will be released

in April 2023. Delivery of ERPFI will result in

simplifying financial processes and including

real-time reporting, procurement integration,

non-trade procurement, project accounting, real-

time inventory management and improved stock

availability for stores.

We also deployed our new middleware integration

framework to standardise interfacing between all

systems in our ecosystem – with 127 major interfaces

identified, and 34 completed so far – designing in

maximum reuse to enable real-time integration to all

of the systems we need to replace and deploy over

the next few years.

We completed the deployment of our Warehouse

Management System (WMS) solution in our

North Island Distribution Centre (NIDC), the final

instalment in this multi-year programme, and

we upgraded our Apparel Sorter automation

infrastructure to ensure reliable and cost-effective

operation for the next decade and beyond.

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 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 potential 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 integrated retail

network

• Continue our SWAS programme

• Invest in store improvements and integrated

customer experience upgrades

• Launch a Group-wide booking solution for delivery,

in-home consultation and services.

Supply chain

• The deployment of ERPFI (Inventory) will improve the

accuracy of our inventory ordering, store availability

and on-time delivery to store and our customers

• We have agile squads working on availability and

the trend is improving through better stock flow

and initiatives like pack size optimisation

• Last mile delivery will improve with the

implementation of the Group Order Management

System (GOMS) and accompanying automation

network solutions in FY23

• Our availability squads are focused on inventory

management and decreasing the number of weeks

of supply of stock to bring inventory back down to

FY20/FY21 levels.

Enterprise systems, processes and data

• Real-time Inventory for distribution centres and

for our Online Fulfilment Centre

• Full deployment of forecast and replenishment

capability as a first step to achieving higher

stock availability, lower stock levels and increased

stock turns

• Extending Master Data Management (MDM) to

include Noel Leeming and supplier data

• Go-live of our HCM (HR) solution to enable more

responsive employee information management,

project/time reporting and Employee Self-Service.

The Warehouse Group Integrated Annual Report 202238Our Networks39

This year we have enhanced our focus
around five key strategic customer

experiences – which are aligned with

our purpose, our vision and our values:

Helping customers to find what

they’re looking for, at prices

that are great, every time

Providing a range of products at price points that our

customers recognise as great value remains critical

to our business. Providing range in our context means

using data to identify the optimum range width,

or Stock Keeping Units (SKUs), that can then be

matched with affordability.

Our experienced team use data insights to select our

range and to optimise and manage price points, to

deliver an improved customer experience.

Price perceptor products continue to be a driver for

range and value, as the Everyday Low Price (EDLP)

positioning of our largest brand, The Warehouse,

continues to deliver this for our customers. Through

accurate forecasting, price optimisation, SKU

reduction, and range continuity we can better meet

changes in customer preferences and demand.

We continue to see the reduction of SKUs across

the business, ending the year with 3% less SKUs in

The Warehouse and 14% less SKUs in Warehouse

Stationery when compared to the same period in the

previous year. This has been a strategic priority for

us over the last five years, to deliver a clear product

offering for our customers.

Our increased grocery range in The Warehouse is

a great example of meeting customer range and

value needs. Offering great value to our customers

is important for us across our entire range, and with

grocery prices being so important as Kiwis struggle

with cost of living increases, we are proud to already

have thousands of market-leading everyday low prices

across food, pet, and household essentials – including

New Zealand’s lowest price on butter, and saving Kiwis

over $6 on a basket of key breakfast items including

Weetbix, milk, bread, eggs, oats and coffee.

We believe that New Zealanders don’t need more

of the same when it comes to groceries, and we are

uniquely positioned to be a nationwide disrupter in

this space to truly champion value and continue to

provide customers with the joy of saving money in

their weekly grocery shop.

As a result of the incredible demand for our value

grocery items, our key focus remains ensuring

availability for customers so that we can build The

Warehouse into a trusted destination for key grocery

OUR CUSTOMERS

ONLINE SALES GROWTH

Making up 15.3% of total Group Sales

STOCK TURN

Average stock turn 4.9 times

(FY21: 5.3 times)



AGED INVENTORY

Aged inventory as a percentage

of finished goods inventory 17.7%

(FY21: 16.1%)


items while delivering the right value proposition for

our customers. For example, the customer demand

for our $4 butter offer exceeded our expectations

and initially sold out around the country, but with the

support of our supplier partner we were able to scale

up both our delivery frequency and volume to fulfil

strong customer demand.

This year we also launched our home brand Market

Kitchen range into a variety of new categories and

product lines, delivering high quality grocery products

at the best prices in the market - e.g. 1.5 kilograms of

flour for just $1.00 for MarketClub members.

Helping customers to enjoy

fast, easy, and reliable ways

to get what they need

Our priority is to ensure availability and fulfilment

through our integrated supply chain, which are critical

to helping our customers get what they need from us.

We are creating convenient fulfilment experiences for

our customers, so they get the right products better,

faster, more sustainably and more cost-effectively

than before – all powered by intelligent, automated

and integrated decision making.

In terms of availability, we have improved our

processes for assortment decisions, which enables

us to determine what and how much should be

carried in a merchandise category. We are increasing

our continuity ranging, reducing product churn,

and delivering value through improved quality and

everyday low prices. Due to higher average inventory

held during the year, our stock turn has decreased

slightly from 5.3 times in FY21 to 4.9 in FY22.

We continue to invest in inventory and supply chain

infrastructure, to ensure the right stock is in the right

place at the right time, delivering an exceptional

STOCK KEEPING UNIT

(SKU) REDUCTION

MARKET SHARE FOR


THE GROUP

Core Retail

2

(+1.1 pts from FY21)

Total Retail

(+0.1 pts from FY21)

18.8%

5.8%

Warehouse Stationery

(-13% in FY21)

14%

The Warehouse

(-18% in FY21)

3%

39.8%

IN VALUE PERCEPTION

ACROSS KEY COMPETES

1


customer experience. In FY22 we started the

implementation of the Enterprise Resource Planning

(ERP) finance and inventory systems. Other core

inventory systems development includes the Group

Order Management System (GOMS), replacing our

legacy Warehouse Management System (WMS) in our

distribution centres, and additional network redesign.

In FY22 we started the process to redesign our

delivery and fulfilment network. Our vision is to create

an integrated supply chain that will deliver market

leading service for our customers. One key deliverable

this year was the successful deployment of our new

Warehouse Management System in our main NIDC

giving us better visibility and control of stock flow

through the facility. But that’s just the beginning,

with all aspects of supply chain from forecasting and

planning to transportation optimisation in scope.

We know our customers are increasingly buying the

products they want online, and we are developing

our websites and apps to deliver on this experience.

Online sales for the Group, increased to $503.3

million (FY21: $360.1 million), an increase of 39.8%,

and now accounts for 15.3% of total Group sales. The

Warehouse saw the biggest online sales growth at

60.5%, followed by Noel Leeming at 50.3% - notably all

brands grew their online gross profit faster than online

sales, showing excellent progress on improving the

profitability of the channel long term.

Online traffic for the Group also increased 41.9% to 259

million sessions, with The Warehouse app driving the

majority of growth with app sessions up 186% year on

year. The Warehouse, Noel Leeming and Torpedo7 also

saw significant improvements in online conversion,

ranging from +10% to +30% year on year.

Our customers are loving the convenience of

shopping online and collecting their goods instore,

driving Click & Collect sales growth of 54.9% across

our integrated retail brands (excluding 1-day and

TheMarket.com), which is more than double the 21.1%

growth we saw in FY21. Click & Collect sales now

represent 49.0% of total online sales for these brands.

The Warehouse same-day pick-up offering saw Click &

Collect sales increase 86.8%, making up 45.9% of The

Warehouse online sales, while Noel Leeming’s 1-hour

pick-up continues to provide a huge convenience for

our customers, with Click & Collect sales increasing

40.4% to make up 57.7% of Noel Leeming online sales.

Our mobile apps for TheMarket.com, The Warehouse

and Noel Leeming continue to be loved by Kiwis,

with all three apps charting as top 10 shopping

apps during the year – including The Warehouse app

reaching the number 1 app download spot out of all

New Zealand apps for nine days during the peak Easter

trading periods.

Helping customers to have

access to affordable solutions

that help them live sustainably

Our insights show a clear trend and link between cost

of living and the desire to live more sustainably. We are

committed to providing customers with sustainable and

affordable solutions, to not only help them save money,

but to help everyone to do their bit to look after our

planet, our people, and our communities.

The Warehouse Group has set a new ambition with

a roadmap to zero emissions by 2040. The outcomes

of this ambition are four fold – it is a commitment to

accelerate our products' sustainability performance and

achieve zero emissions in our operations. Specifically

for our customers, it is offering our customers a range

of everyday sustainable living solutions and building

circularity solutions.

It means helping customers buy more sustainable

products and to reduce their packaging waste, helping

#1

1

2

3

Ngā Kiritaki

THE

WAREHOUSE

The Warehouse Group Integrated Annual Report 20224041Our Customers

Our Vision | Sustainable Living
customers live a healthy lifestyle, save energy and

water, and reduce their transportation emissions while

helping customers with their product waste through

resale, exchange, trade-in and recycle options. It is

also giving customers confidence in the knowledge

that The Warehouse Group is doing everything it can

to reduce our own operational carbon emissions and

to be a zero-waste organisation.

In 2022, we carried over 35,600 private label products

with sustainable features across the Group, accounting

for over $213 million in sales during the year. These are

products that are either sourced through sustainable

production methods, made from more sustainable

materials or have sustainable packaging.

We have also increased our circularity solutions

for our customers, including soft plastic recycling

options in 38 The Warehouse stores and e-waste

and mobile phone recycling in 16 Noel Leeming

and five Warehouse Stationery stores. Other

solutions we are trialling include the TerraCycle

recycling programme for hard to recycle items

such as toothpaste tubes and caps, toothbrushes,

5

coffee capsules and Zuru Bunch O’ Balloons. The

Warehouse also ran a toy recycling initiative as part

of Mega Toy Month, during which we collected

40 cubic metres of plastic toy waste which will be

recycled into playground surfacing, picnic tables,

benches and musical instruments.

Helping customers to

feel recognised and

rewarded

Growing customer engagement and relationships

means everything in retail, and we are working

hard to provide what our customers want and need

through the power of our portfolio, delivering the

products and the services they most want to keep

them coming back to us. This year we launched

MarketClub into The Warehouse and TheMarket.com

as our membership programme.

In less than a year since its launch, MarketClub has

rapidly grown to nearly 600,000 active members

in FY22, who are now enjoying incredible offers

and value above and beyond our everyday low

prices, including a free-shipping subscription on

TheMarket.com.

We are particularly encouraged by how The Warehouse

customers are choosing to become MarketClub

members, as the programme provides them even

further value and discounts on their everyday

shopping at The Warehouse.

MarketClub will continue its expansion across the

Group in FY23 as we launch new features and brands.

We see significant growth opportunities for the

programme in the future, and will continue to invest

into MarketClub as a key driver of customer value and

growth, including investments into digital systems and

integrated membership experiences across online,

apps and instore.

Helping customers get easy

and high-quality customer

service every time

Providing excellent customer service online and

instore every time is critical to our customer

experience. Changes in customer behaviour and shift

to increased online shopping and Click & Collect

delivery means we are working with our agile teams to

ensure we have the right people and the right places

to deliver the service and experience our customers

should be able to expect.

We are enhancing our systems to better support

our customers by scheduling team members when

and where they are needed. Our Group Workforce

Management Solution is integrated with other

systems to align workforce processes across the

business, and our ERP systems allow for accurate

demand forecasting, planning and budgeting.

We have optimised labour investment to improve

productivity throughout our stores and distribution

centres, including an employee engagement

programme to identify opportunities for increased

efficiencies in store. Our move to agile structure in

store and field operations further allows for flexible

roles to optimise resource allocations to meet

customer demands.

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 coordination,

data optimisation around each customer, improved

digital capabilities and attractive stores that our

customers enjoy shopping in. In acknowledgement

of the potential 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

• Extend MarketClub across the Group to enhance

customer convenience and to make them feel

valued across our brands

• Expand our sustainable living offerings for

customers

• Provide reliable and flexible fulfilment experiences

that exceed customer expectations

• Continue to deliver value leadership in The Warehouse.

1

Source: TWG Brand Tracker. The Warehouse leads on “good

value for money” perception vs key competes and 81% vs larger

compete set (+2 pts vs LY). Key competes has been extended

this year to include grocery competes into the competitive

set, given our increased participation in this market. The

Warehouse Group good value for money perception vs this

wider competitive set was 79% in FY21.

2

Core Retail means all categories excluding restaurants, fuel,

liquor stores, entertainment, supermarkets and travel.

4

The Warehouse Group Integrated Annual Report 20224243Our Customers

to enter our supply chain via third-party audits. In
FY22, we conducted 255 Labour and Environmental

audits on existing suppliers using third parties

and maintained internal continuous improvement

oversight, working actively with 236 factories to

assist them achieve compliance with our standards

and local regulations.

Ongoing audits are also undertaken to review external

environmental accreditation such as ISO 14001 or

Oeko-Tex 100 and 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 these

audits are remedied with corrective action plans

arising from the audit. Factories’ environmental audit

scores averaged 89% in FY22 (FY21: 88%), any non-

conformance with all audit measures are addressed

through corrective action plans.

Engaging suppliers

Our programme at Tier 1 factory level is relatively

mature – we can now trace and qualify the factories

associated with nearly 100% (500 suppliers) of

these sources.

In the past 12 months we have undertaken a pilot

programme to understand the carbon emissions

reporting and maturity in a target group of 30 Tier 2

suppliers, located in China, Bangladesh, and India.

Typically, these are facilities providing materials,

subsidiary processing or other components to our

final manufacture (Tier 1) sites.

As we had no prior commercial relationship with

this supplier group, we held a series of trainings

introducing them to The Warehouse Group and

familiarising them with our labour and environmental

policies. We then distributed and asked them to

respond to a self-assessment questionnaire closely

mirroring the audit tool we use to assess externally

Tier 1 suppliers. The self-assessment addressed

standard labour and environmental questions,

including child labour, as well as supplier readiness

to measure and respond to the call to reduce their

carbon emissions. The latter falls into the “Purchased

Goods and Services” sector of The Warehouse

Group's Scope 3

2

emissions boundary and represents

an important area of future focus for us as we seek to

reduce emissions beyond our immediate operations.

Self-assessment responses from this group indicated

compliance with existing labour, including child

labour and workers’ rights to exercise freedom of

association or collective bargaining, and environmental

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 with more than $3.7 million raised for

New Zealand charities and community groups this

year, bringing the total raised to date to more than

$79 million across the Group.

At a national level our key charity partners include

Sustainable Coastlines, Youthline, Women’s Refuge,

Variety – the Children’s Charity, The Salvation Army,

Parenting Place, Whānau Āwhina Plunket, The Period

Place, Hillary Outdoors and Life Education Trust.

The Warehouse Group Business (TWGB) has been

working with Kiwi businesses to source and set up

the products they need since 2019. Our inclusion

on the panel for the All of Government Office

Supplies contract, alongside the appointment to the

panel for the All of Government IT contract, gives

TWGB endorsement to sell to approximately 2,700

government agencies, including schools.

TWGB partnered with the Ministry of Education

to support the Lunches in Schools programme

including the supply of whiteware and appliances for

participating schools, as well as the supply of bring

your own device (BYOD) learning devices to students

needing to learn from home during lockdowns.

This year, TWGB partnered with the Auckland City

Mission for the building fit-out of HomeGround/Te

Tāpui Atawhai, a new housing and social services

facility for Auckland’s homeless and most vulnerable.

This included supplying all the whiteware and

appliances, along with all necessary homewares and

textiles from The Warehouse, for 80 apartments all

with full-service delivery and installation.

Our suppliers

Ethical sourcing

The Warehouse Group has been improving its private

label ethical sourcing programme continuously

since 2004. This focused primarily on private

label suppliers within The Warehouse, Warehouse

Stationery and Torpedo7.

The Warehouse Group Ethical Sourcing Policy

1


stipulates the requirements for suppliers providing

private label products to The Warehouse Group. This

requires suppliers to ensure that, among other things,

adequate management systems are deployed, child

labour shall not be used, employment is freely chosen,

working conditions are safe and hygienic, workers'

monetary entitlements are met or exceeded, working

hours are not excessive, freedom of association

or collective bargaining are not restricted, and

environmental protection measures are sound.

Our Ethical Sourcing Policy requires ongoing

disclosure of the identity and location of all primary

manufacturing sites associated with each purchase

order, the qualification of these sites against

internationally benchmarked labour and environmental

standards as a condition of order placement, and the

acceptance of ongoing monitoring.

In FY22, The Warehouse Group’s private label

products were sourced from around 670 factories

primarily located in China, Bangladesh, India, Vietnam,

Malaysia, Pakistan and Malaysia, involving about

300,000 workers.

Our private label factories must undergo Ethical,

Labour and Environmental audits. In FY22, a total

of 243 new factories (75% of applicants) qualified

OUR RELATIONSHIPS

regulations. However, literacy about carbon emission

calculations and the motivation to engage on this topic

was low – likely because their governments’ national

commitments to emissions reduction had not yet been

cascaded to these industrial chains. Around one third

of respondents were able to reply, at least in part, to

the Greenhouse Gas section of the assessment.

We plan to expand that further in the coming years,

especially the carbon emission reduction component.

This is a complex undertaking. We will need to

collaborate across stakeholder groups and look to

identify information systems solutions we and our

suppliers can use to measure our enterprise and

product footprints and quantify the impact of our

emissions reduction initiatives. As signatories to New

Zealand’s Climate Leaders Coalition

3

we are adopting

short and long-term gross absolute science aligned

targets for these emissions to support the delivery of

substantial reductions needed to limit future warming

to 1.5 degrees.

Supplier scorecards

Another important initiative influencing suppliers

towards more sustainable and climate friendly

practices is the development of a new supplier

scorecard, which, in addition to typical commercial

performance measures, also contains a 35% weighting

to their labour and environmental audit outcomes,

and the share of their product range carrying more

sustainable materials and packaging.

This scorecard will be used to guide sourcing

decisions and supplier selection.

Our investors

Our relationship with our shareholders is critical to

our success as a key provider of capital and owners

of the business. We engage with our shareholders

through regular investor meetings, the release of our

interim and annual reports, our annual shareholder

meeting, and through market updates via the NZX

in accordance with the principles of continuous

disclosure. We welcome all individual and group

meetings with a variety of investor groups to gain

further insights into what is most important to them.

As you will read through our Financial Capital section

of this report, our aim is to increase return on capital, to

be value accretive for our shareholders and to deliver

consistent and sustainable total shareholder returns.

This is our fourth Integrated Report through which we

inform all stakeholders of our full retail value creation

process. This adopts the principle that decisions made

in one part of the business can have impacts through

the whole retail value chain to improve outcomes for

all stakeholders, including our customers, our people,

our community, and our investors.

This is the second year we have included Global

Reporting Initiatives (GRI) as our sustainability

reporting framework. We have listened to what is

material and most important to our shareholders

and other stakeholders, and in accordance with this

framework have assessed and reported on material

economic, environmental and social matters relevant

to the Group and our stakeholders. This year we have

taken this a step further and sought external limited

assurance on selected GRI disclosures. Refer to page

111 for the GRI report and accompanying limited

assurance audit report.

We have reviewed the requirements of Task Force

on Climate-related Financial Disclosures (TCFD)

reporting, and we welcome the recent release of

the New Zealand External Reporting Board (XRB)

exposure draft on New Zealand climate-related

disclosures. We are reviewing these frameworks

to ensure our own readiness to report under the

XRB disclosures, and in line with TCFD reporting.

We are working with the XRB, other retail listed

peers, and external consultants to develop a

retail sector scenario approach to this disclosure

framework with a view to reporting under XRB and

TCFD by 2024.

Our investors, analysts and shareholder groups

are asking more about our environmental and

sustainability ambition, and while we already

voluntarily report a significant amount of information

in this area including our vision, targets and reported

metrics, we welcome the review of regulated

disclosure in New Zealand to enable our investors

to compare our ambitions, targets and performance

against our peers.

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.

Our value “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.

SUPPLIER INSIGHTS

• Continue our kaupapa to help Kiwi families thrive

through such initiatives as healthy homes, period

equity, back to school and safer homes.

• Partner with suppliers to increase the number of

products made from sustainable materials or have

other sustainable features and packaging.

• Work with suppliers through strategic relationships to

ensure our suppliers are operating in accordance with

our own ethical and responsible sourcing guidelines.

• Further develop a supplier scorecard to measure our

suppliers’ labour and environmental impact, and begin

to measure our own Scope 3 emissions from these

suppliers.

• Progress development and readiness to report

under XRB CS1 and TCFD sustainability reporting

frameworks.

1

Click here for the full The Warehouse Group Ethical

Sourcing Policy

2

https://ghgprotocol.org/standards/scope-3-standard

3

https://climateleaderscoalition.org.nz/about/statement-of-

ambition/

CHARITIES AND COMMUNITIES

$3.7 million raised

KEY PARTNERSHIPS

Sustainable Coastlines, Women’s Refuge,

The Salvation Army and Auckland City Mission

on-site or group and virtual

supplier training sessions 

in-person

290

on various labour and environmental

management topics

Suppliers completed

e-learning lessons

1,418

DISTRIBUTED SUPPLIER

SELF-ASSESSMENT

QUESTIONNAIRES

to assess our Scope 3

emissions from suppliers

and set a target to put

measurements in place with

suppliers by FY25

Te Ara Whanaungatanga

The Warehouse Group Integrated Annual Report 20224445Our Relationships

For our LGTBQIA+ (lesbian, gay, transgender,
bisexual, queer, intersex and asexual) communities,

we are proud to have maintained the Rainbow

Tick accreditation for the fourth year in a row. We

focused on growing team member learning and

understanding on what’s most important for our

Rainbow community by encouraging completion

of our ‘Foundations of LGBTQIA+ Inclusion’ digital

module and donating a dollar on behalf of each

person who did this to OutLine, a confidential

counselling services and peer support phoneline for

members of the LGBTQIA+ community.

From a Te Ao Māori perspective, we partnered with

the Manukau Institute of Technology (MIT) to offer

team members an introduction to te reo Māori courses

as well as cultural competency courses to encourage

adoption of the language and further understanding

of Māori values and the role they play in our

communities, our business and New Zealand. Our

Te Kaa training programme also continued through

FY22, inviting senior leaders to develop foundational

knowledge about Māori culture and how to consider

this when leading their teams – 34 senior leaders have

received, or are currently completing, this training

since the start of the programme.

This year, we accelerated our focus on neurodiversity

as we partnered with Brain Badge to boost

understanding of diverse thinking across our

teams. Through this partnership, we offered a series

of workshops to educate our team members on

We strive to create a dynamic, purpose-

driven organisation that enables, equips

and empowers our people to succeed.

Our initiatives for our people focus on three

commitments:

• Be the best place to work by creating an

environment of belonging and connection,

celebrating the vast diversity of our people and

providing equal opportunities for everyone

• Provide learning pathways and career develop-

ment that grow our people both within the Group

and beyond

• Build a strong and effective high-performance and

agile culture that gets everyone home healthy and

safe at the end of their day.

Be the best place to work

Looking after our teams in 2022

In FY22, COVID-19 continued to play a significant

role in our business as new variants presented new

challenges for our operations as well as the health

and wellbeing of our people. Our top priority was to

look after our 12,000 team members during this time.

This included protecting our people from the ongoing

spread of the virus, so we introduced a COVID-19

Vaccine Policy requiring our team and those who work

with us to be fully vaccinated. While this policy has

evolved over time in line with Government regulations

and is now suspended, it played an important role

in keeping our team safe. We also paid our teams in

full even if our stores were closed and provided the

support and time our people needed if they were

required to isolate or fell sick with the virus.

To continue keeping our teams safe while on the

shop floor or in our distribution centres, we worked

extensively to enforce stricter social distancing,

hygiene and mask wearing protocols in all of our

locations. We also introduced regular Rapid Antigen

Testing (RATs) in our North Island Distribution Centre

as an additional safety measure to reduce the spread

of COVID-19.

Navigating various lockdowns and changes in

the COVID-19 Protection Framework meant we

also continued evolving our way of working. This

particularly applied to our support office teams who

largely worked from home for the first half of the

financial year. As we welcomed team members back to

the office, we helped teams adopt hybrid and flexible

working arrangements that balanced both personal

needs and ongoing collaboration and delivery.

Beyond COVID-19, we continued to enhance our team

member benefits. This year, we expanded our Parental

Leave Policy to offer all permanent team members

26 weeks full pay, topping up the Government’s paid

parental leave payments to 100% of a team member’s

salary or wage. These changes are in addition to

our existing parental leave benefits, which include

ongoing employer KiwiSaver contribution and

accumulation of annual leave at its full value during

the parental leave period; the ability to take one day

off each week for the first four weeks after returning

to work while continuing to be paid as normal; and the

ability for partners to take up to five days of paid leave

within 21 days either before or after the new addition

joins the family.

As the cost of living increased, we looked for

further opportunities to provide our team with easy

access to essentials they need at more affordable

prices. We increased our standard team member

discount on grocery items and pantry essentials at

OUR PEOPLE

The Warehouse stores, and continued to expand

our partnerships with other businesses to provide

our team with discounted products and services,

including health insurance, gym memberships,

optometrist care, and mobile broadband. To look after

our team members’ health and wellbeing, we also

provided our team flu and COVID-19 vaccinations,

mole map spot checks and a range of wellbeing

initiatives such as mindfulness workshops, wellbeing

e-learnings and nutritionist resources.

We are proud of our ongoing retail wage commitment,

entitling employees at The Warehouse and

Warehouse Stationery with at least a year’s worth

of service to receive a minimum of $23.58 an hour,

compared to New Zealand’s minimum wage of $21.20

an hour. Our Noel Leeming team members receive a

minimum of $21.35 an hour for sales roles and $22.50

an hour for non-sales roles, while our Torpedo7

team members receive an entry level wage of $21.20

for sales roles – with sales roles in Torpedo7 and

Noel Leeming having the ability to earn additional

commission. All our store teams are entitled to the

same retail wage commitment, regardless of gender.

At present 10.2% of our employees/contractors are

covered by collective agreements.

For our Store Support Office (SSO) teams, we

implemented contribution models for every role.

This is a central component of our agile ways of

working and sets out the skills and deliverables

required for every role and determines someone’s

career path, development needs and remuneration.

Our teams have worked incredibly hard, the growth

against contribution models is clear, and employees’

performance and remuneration can now be linked

back to individual and group performance against

these contribution models.

Due to improvements in our recruitment processes,

systems and onboarding process, we have reduced the

number of average days to fill roles to 33 days in FY22

across the Group, compared to 37 days in FY21 – in a

very tight candidate market. Our onboarding in The

Warehouse stores was a key focus area for us in FY22,

and this group had its time to hire drop to an average

of 29 days in FY22 compared to 35 days in FY21.

Celebrating diversity and inclusion

We’re committed to building an environment where

our team can bring their whole selves to work.

In FY22, we focused on four pillars to increase

our diversity and inclusion practices and reduce

unconscious bias. These included fostering a sense

of belonging across all cultures, genders, ages and

sexual orientations; encouraging and enriching

the understanding of Te Ao Māori; furthering our

commitment to gender equity; and providing equal

opportunities for all.

Against our target of 100% gender

pay equity by 2022 (FY21: 89.0%)

of senior leaders

who are female (FY21: 44.4%)



100%

46.6%

Gender pay

equity

Increase to

different ways of thinking and the various types of

neurodiversity including ADHD, Autism, OCD, dyslexia

and more. We also introduced whole brain thinking

assessments to our teams at SSO, providing insight

into various thinking patterns across individuals and

teams. We plan to expand these assessments beyond

our head office teams in the future.

Gender equity remains a core focus for us, and

we’re pleased to continue our efforts on maintaining

100% gender pay equity at Group level, with female

leaders holding 46.6% of senior leadership roles.

Since year end the board of directors has achieved

a 50/50 gender split. We also had 99 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 equity.

This year, we’ll be launching team member-led

community groups, enabling our teams to come

together and drive the topics and initiatives they’re

most passionate about. Refer to page 101 for our full

Diversity and Inclusion report.

Growing our people through

learning and career development

A core part of our people strategy is anchored in

accelerating the acquisition and development of

future-ready talent. As such, strengthening our

robust learning programmes and talent strategy is

a priority in growing our people.

At The Warehouse Group, learning opportunities are

vast, spanning from retail and role-based learning,

leadership development and future-skills training,

as well as transition assistance programmes. Overall,

there are over 113,000 hours of learning available for

our team members.

To support retail education, our team members

are able to gain their NZQA Retail qualifications

through our partnership with ServiceIQ. This year

over 45 team members have completed or begun

the certificate programmes (Retail Savvy and Retail

Level 3) covering topics such as service excellence,

product knowledge, health and safety on the job, and

resilience in the face of an ever-evolving industry.

Ngā Tāngata

The Warehouse Group Integrated Annual Report 20224647Our People

within 10 days was 90% against our target of 96%
by FY25.

Safety assurance reviews

We undertake internal safety assurance reviews

across our store network, with 99 store reviews

completed this year, a decrease year on year due to

COVID-19 disruptions (FY21: 152 store reviews). 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 Leadership Squad

and the Board assurance that the underlying HSW

processes are effectively keeping team members,

contractors and members of the public safe. The

safety assurance reviews have been integral in the

management and improvement of our hazards and

risks and working towards best practice, so much so

that we will be rolling these out across our logistics

and fulfilment locations in FY23.

Over the last few years, we have been actively

working on moving from a culture of compliance to

a culture of care. We are attributing this shift to the

more positive results we have been achieving.

Wellbeing

Team member wellbeing continues to be an

important focus for us. This year, we launched our

partnership with Benestar, a leading employee

assistance programme and wellbeing provider,

offering our team a holistic suite of wellbeing

support. This includes access to physical, financial

and mental wellbeing support through free coaching

and counselling services, self-help support options,

online resources and LiveChat or phone call.

We also partnered with Groov, a wellbeing

organisation founded by former All Black and mental

health advocate Sir John Kirwan to provide over

1,000 leaders in our business with an end-to-end

programme to help them look after their teams and

their personal mental wellbeing. Through Groov,

team members have access to advice on how to

help lead wellbeing discussions with their team,

Through our TWG scholarship, we also offer

team members support to complete a vocational

qualification related to a career in retail. In FY22 we

were pleased to grant the scholarship to 13 recipients

representing all areas of the business, from our stores,

distribution centres and a variety of departments

across our support office.

For team members wanting to upskill or reskill in

an area of their choice, our External Learning Fund

provides all team members up to $2,000 per person

to fund a course or training that supports their

personal career development. Through both the

TWG scholarship and our External Learning Fund,

we provided over $500,000 in funding for our team

members this year.

In FY22, we expanded our focus on compliance

learning to store team members, including anti-

corruption policies and procedures that help keep

our team members and customers safe. These

include topics such as privacy, consumer protection

and unfair business conduct, fraud awareness,

anti-bribery and corruption, insider trading and

other related topics. As of 31 July 2022, 76% of our

employees across SSO and Stores had completed the

anti-corruption training. This training will be required

every year and will be launched to our distribution

team members in early FY23.

Developing our current and future leaders is an

essential part of our talent strategy. We continue

to expand our Store Leadership Programmes with

over 40 team members taking part across all of our

brands in FY22. This year, we also launched the Link

Leadership Development Programme for current

and aspiring leaders in our support offices with over

120 team members enrolled in its first two months.

Additionally, we invited 40 top leaders from across

the business to attend high-performance workshops,

focused on unlocking personal and team potential.

This will be expanded to 450 additional leaders

across the business in early FY23.

For team members bidding farewell to The Warehouse

Group, our NZ Future Skills Fund (NZFSF) is offered

to all exiting team members to enable them to upskill

or study any programme of work to support their

employability in the future. For team members whose

positions have ended due to retirement or termination

of employment, transition assistance programmes are

provided to support them with future employability

and career growth beyond the Group.

Finally, we consistently encourage team members

to take control of their own learning by providing

a number of self-led learning opportunities. This

includes our Udemy digital learning platform,

which we’ve grown in FY22 to offer over 204,000

digital courses across an array of topics; personal

proficiency programmes and more.

A total of 78,894 hours has been spent on training

our team members during FY22. This equates

to approximately 6.7 hours training per person

per year and covers a range of programmes that

provide learning and development opportunities

for our current team members as well as transition

assistance programmes.

Health, safety and wellbeing

The health and safety of our people, our customers

and our suppliers is of utmost priority for the entire

Group, to promote a safety culture that supports a

workplace where everyone gets home safely at the

end of their day.

We have an open and consultative approach talking

about and reporting on health, safety and wellbeing

matters at all levels of the organisation from the Board-

level Health, Safety and Wellbeing (HSW) Committee

to store safety huddles. The Group’s HSW plan and

reported metrics are monitored at Leadership Squad

level, and reported to the HSW Committee.

This year, we have implemented further programmes,

initiatives and training modules across our teams

to increase the awareness of health and safety, and

reduce the risk of injury to our people and customers.

The implementation of a new health and safety system,

EcoPortal, also means we can track and monitor health

and safety programmes, measurements and incidents,

and take mitigating action quickly. This year we also

achieved Tertiary level of performance under the ACC

Accredited Employers Partnership Programme, which

is the highest level.

This year has seen a significant increase in the

number of retail store ram raids, particularly in

Auckland, and our business has been no exception.

These have been widely publicised in the media,

and we are working with the New Zealand Police

to combat these events. Ram raids not only cause

damage to our stores, resulting in financial loss

through store repairs and loss of product, but they

have a severe impact on the mental wellbeing of our

people and their ability to feel safe at work. We are

working with NZ Police to install mitigating factors

in our stores such as increased bollards, smoke

cannons, extra cameras and security, and we are

providing counselling and support for our store team

members to ensure they feel safe at work, particularly

after any incidents in our stores.

Critical risk management

The Group’s HSW plan includes a critical risk

programme which addresses our various identified

high-risk activities which have the potential to result

in a fatality or an individual sustaining a life-altering

injury. While all health and safety risks are actively

addressed, two significant risks have been assessed

as having the highest potential to occur and result in

more severe consequences – those being violent and

aggressive behaviour (VAB) and traffic management.

The number of serious VAB incidents towards our

team members was 38 in the year ending July 2022

(down from 39 in FY21). All permanent store team

members have completed a simulation training

programme for de-escalation and prevention skills

for violence and abuse – this will be refreshed every

year and is part of our new employee induction

programme. As a result of traffic management safety

plans implemented in FY21, including online traffic

management training, traffic management critical

events reduced 65.6% year on year, following a 60%

decrease in FY21, to just 11 recorded events in FY22.

Further health and safety improvements, training

and other initiatives have been a real focus for our

teams this year. The number of Severity 1 events

associated with our critical risks decreased 45.3%

in FY22, following a 45.7% reduction in FY21, to just

52 Severity 1 critical risk events in FY22. The Total

Severity 1 Frequency Rate (SV1FR) was 5.9 per million

hours worked, a significant decrease of 36.6% from 9.3

per million hours worked in FY21.

We are also pleased to report Total Recordable Injuries

(TRI) decreased 26.3% to 386 in FY22, while the Total

Recordable Injury Frequency Rate (TRIFR) was 24.7

per million hours worked in FY22, a decrease of 33.6%

compared to 37.2 per million hours worked in FY21.

Same day injury reporting was 89% in FY22, against

our target of 96% by FY25, while incidents closed


interactive modules to help close knowledge gaps

and ideas on ways to put in place regular wellbeing

checkpoints or ‘rituals’ in their day-to-day lives.

Future focus

FY22 saw us further evolve and grow agile ways of

working to enable high-performing teams who deliver

the best outcomes for our customers and business.

A constant consideration for us is where other parts

of the business can benefit from the autonomy,

faster decision making and career development

opportunities that comes with agile methodologies.

As such, FY23 will see us extend our agile ways of

working to include our commercial (TWG Business),

services and store leadership teams across The

Warehouse, Warehouse Stationery and Noel Leeming.

This move, along with the continuous expansion of our

learning and development programmes, will contribute

to our goal of building a purpose-driven, adaptive and

future-ready workforce.

We’ll also be looking to embed our new vision (to make

sustainable living easy and affordable for everyone)

into our core business priorities and deliverables. An

essential element of this includes helping our people

understand our collective responsibility as a team

to bring this vision to life. As such, we’ll be reviewing

our team member contribution models to introduce

a sustainable living variable tailored to each of our

teams and their roles.

For health, safety and wellbeing, our focus is always

on continuous improvement as we work towards

best practice. Our focus going forward is building

knowledge and empowering our team members to

become proactive with health, safety and wellbeing.

There is a deliberate move from compliance to care

as we evolve our wellbeing offer to focus on the

holistic wellbeing of our team members. We will

be offering education and support across four key

aspects of wellbeing: physical, mental, financial and

ways of working.

EMPLOYEE NPS METRICS

Instore team

members

up 8 pts

+24

DC and FC

team members

up 10 pts

+36

SSO team

members

up 14 pts

+48

The Warehouse Group Integrated Annual Report 20224849Our People

Noel Leeming sales decreased 2.8% from $1,128
million to $1,097m in FY22, after an exceptionally

strong FY21 when sales grew 11.7%. Torpedo7 bucked

this trend, with Kiwi’s demand for outdoor pursuits

and increased store footprint driving extraordinary

sales growth of 8.0% from $159 million in FY21 to

$171 million in FY22.

While total store foot traffic for the year decreased

12.1% across the Group,

2

our strong online presence

did help to partially offset the loss of in-store sales.

Foot traffic saw an improving trend towards the end

of the year with Q4 down 9.9% on last year. Online

sales were up 39.8% compared to last year across the

Group, including TheMarket.com, and contributing

15.3% of total Group sales.

The Warehouse saw a significant increase in online

traffic sessions and app downloads, resulting in

online sales growth of 60.5% compared to last year

and contributing 10.5% of The Warehouse sales.

Warehouse Stationery also experienced strong

online sales, as people were required to learn and

work from home without being able to go instore,

resulting in 20.8% growth in online sales, making up

13.7% of Warehouse Stationery sales. Noel Leeming’s

1-hour Click & Collect offering saw a surge in online

participation, with online sales growth of 50.3%

compared to last year, making up 16.3% of Noel

Leeming sales. Torpedo7 online sales surpassed the

brand’s overall sales growth, with 31.0% growth in

online sales, making up 35.3% of Torpedo7 sales.

We are extremely proud of our distribution and

fulfilment centres for stepping up and meeting the

challenge of these increased online, fulfilment and

delivery requirements.

Our financial capital initiatives continue

to focus on ensuring financial resilience

while deploying more capital to execute

our strategy.

Our demand for capital within the business reached a

new high in FY22, with core systems and investment

in our store network being the largest areas of

investment. Our strategy on financial capital focuses

on the following key areas:

• Financial resilience while enabling investment;

• Managing gross profit margin while maintaining

sales growth;

• Efficient allocation of capital based on group

strategy and return metrics; and

• Increased return on invested capital over a five-

year horizon.

We continue to evolve our business planning and

performance review process under an agile operating

model. There is an increasing focus on our five-year

plan, the translation of this into an Annual Business

Plan (ABP), and how this is reviewed and amended

during the year through our Quarterly Business

Review (QBR) process. The business, more than

ever, faces an excess of demand for its financial and

human capital resources. Prioritising and sequencing

these demands to maximise long term value has been

a significant focus during FY23 planning.

Financial Resilience

FY22 continued to challenge the resilience of our

people and the financial performance of the Group.

Due to COVID-19 lockdowns, our Auckland stores

were closed for 84 days, and the rest of New Zealand

stores were closed for a minimum of 21 days in the first

half of the year, and we operated for 74 days at Red

level during the second half. This required our people,

systems and infrastructure to once again pivot as our

customers shopped online. We are extremely proud

of our team who adapted, and our systems which

allowed our distribution and fulfilment centres to

deliver on this change of operations.

Our revenue was impacted during this period and

seasonal inventory which would normally have a high

turnover during August to October 2021 was not

sold to plan, resulting in increased discounting and

clearance. This was compounded by shipping delays

which impacted the recovery experienced in Q2, and

has continued through to year end contributing to

total inventory being $105 million higher than the

prior year.

Financial Performance

Total Group Revenue was $3.3 billion in FY22, down

3.5% from $3.4 billion in FY21. All our brands were

impacted by store closures and restricted operations,

but we were also lapping an extremely strong FY21

which delivered a significant rebound in financial

performance after the COVID-19 impacts of FY20.

On the basis of comparable Adjusted NPAT, the

FY22 result of $96.9m EBIT was the Group’s second

best result in the last 15 years based on comparable

Adjusted NPAT.

The Warehouse sales decreased 4.3% from $1,805

million to $1,727m in FY22 but finished the year

strongly up 0.4% in the final quarter and showing

an improving trend. Warehouse Stationery sales

decreased 9.1% from $275m to $250m in FY22.

Warehouse Stationery was particularly impacted

by decreased back to school and home office sales

as a lot of our customers were well stocked with

these supplies from prior years.

FINANCIAL CAPITAL

The first half of FY22 saw significant challenge in

our gross profit margin due to increased shipping

costs, cost of fulfilment, product mix and clearance

activity required to clear unsold inventory. We

are pleased to report a turnaround in gross profit

margin performance in the second half of FY22 as

trading normalised and adapted to shipping cost

and other inflationary pressures. Gross profit margin

was 35.3% for the full year FY22, down from a strong

performance of 36.4% in FY21, but an improvement

from 34.7% in the first half to 36.1% in the second

half of FY22.

Cash Flow and Financial Position

Operating cash flows were $105.4 million, a decrease

of 53.3% on the prior year reflecting the decrease

in revenue and gross margin in the year, combined

with higher working capital primarily due to

increased inventory on hand at year end. This has

been in part driven by a continuation of shipping

delays and the objective of carrying sufficient

inventory for our critical Q2 trading period, which

last year was impacted by availability.

This higher working capital, combined with a record

capital expenditure of $140.6 million (before Cloud

Computing Arrangement accounting adjustments),

higher than usual dividend cash flow of $95.9 million

with FY21 final dividend of 17.5 cents paid during

FY22, has resulted in a $201.7 million movement in

the Group’s cash position and finishing the year with

$41.2 million of net debt.

The Group’s largest term commitment is its leased

property portfolio which comprises 246 out of our

249 stores and our distribution centres. The Group

maintains lease profile flexibility by having the

majority of store lease renewals within five years and

FY22 SHAREHOLDER RETURN

FY22 NZX50 decline: 8.1%


2.5%

LIQUIDITY AT YEAR END

Compared with target liquidity range

of $350 million to $450 million

FINAL DIVIDEND

Total Dividend 20.0 cps


10.0 cps

the majority of lease final expiry dates greater than 10

years. Our store lease Weighted Average Lease Term

(WALT) until next term renewal date was 3.1 years as at

FY22, compared to 3.9 years as at FY21.

Capital Expenditure

We have previously indicated that capital

expenditure will increase in the coming years as

we increase our investment in core systems, supply

chain infrastructure, store development and digital

assets and growth initiatives across the Group. We

are conscious that we spend capital on the right

initiatives and projects which will deliver on our

strategic priorities and drive shareholder value.

Capital expenditure (before Cloud Computing

Arrangement accounting adjustments

3

) was $140.6

million in FY22, an increase from $83.2 million in FY21.

The Group’s major investments in the year were

in Core Systems, including the development of

ERP Finance and inventory for which the Finance

module was deployed during the FY22 financial

year, with further development coming in FY23 to

deploy the inventory module of this project. Other

Core Systems investment include delivery of our

Warehouse Management System, Master Data

Management, and development of our Group Order

Management System.

Store development has been underspent in recent

years, and we have seen this expenditure increase

this year with refurbishment of existing stores, and

the development of new stores. This includes the

integration of 10 Warehouse Stationery SWAS stores,

The Warehouse store refurbishments in Whangārei,

Invercargill and Upper Hutt, and three new Torpedo7

stores in Invercargill, Whangārei, and Petone.

We continue to invest in digital and customer facing

initiatives, including development of the Group

eCommerce Platform behind each brand’s apps and

websites and further development of TheMarket.com

as this marketplace grows in merchants, customers,

and session visits to deliver a record Gross

Merchandise Value (GMV) of $110 million.

Capital Expenditure and Cloud

Computing Arrangements

The Group previously capitalised costs incurred

configuring and customising software in cloud

computing arrangements as intangible software

assets, as the Group considered that it would

benefit from these costs over the expected term

of the arrangement. As a result of the International

Financial Reporting Interpretation Committee (IFRIC)

decision issued in April 2021, the Group changed its

accounting policy relating to implementation costs

for Cloud Computing Arrangements, or Software as

a Service (SaaS), resulting in a reduction of capital

expenditure in FY22 and a retrospective restatement

of the Group’s financial statements in FY21.

Capital expenditure as a percentage of depreciation

and amortisation was 209% in FY22, compared to 129%

in FY21

4

(after SaaS adjustment). The coming years

will continue to see increased capital expenditure,

particularly in core systems and customer-facing

digital initiatives as key projects continue. We expect

capital expenditure in FY23 to be between $115-$135

million after removing SaaS investments, or $145-$165

million on a comparable basis.

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

$378.8m

Tahua Hautaonga

$millionFY22 Pre-SaaS SaaS adjustment FY22 Post-SaaS FY21 Post-SaaS

Core systems39.8(18.8)21.09.0

Store development36.0-36.013.7

Other Information Systems26.9(9.8)17.1 9.9

Digital and Customer10.9(3.9)7.0 10.5

Supply Chain5.9-5.94.9

Other21.1(0.6)20.515.7

Total Capital Expenditure140.6(33.1)107.563.7

19.5%

33.5%

16.0%

6.5%

5.5%

19.0%

1

Comparable Adjusted NPAT excluding adjustment for cloud computing arrangements

2

Excluding COVID-19 impacted store closure periods and not adjusting for the increased SWAS stores

3

Refer to Note 1.5, 2.3 and 17.0 of the 2022 Financial Statements for full details

4

FY21 Capex and Depreciation have been restated due to the change in accounting treatment for software implementation

costs associated with cloud computing arrangements.

FY22 Capex

$107.5m

The Warehouse Group Integrated Annual Report 20225051Financial Capital

and equity. The Warehouse Group has been listed
on the NZX for 28 years, and we were pleased to be

included back in the NZX50 from May 2022. Our

market capitalisation was $1.1 billion at FY22 year end.

During the year we secured additional bank facilities

of $90 million increasing our total facilities to $420

million and available Group liquidity of $378.8 million

at year end, compared to $490.5 million in prior year.

The Group’s liquidity policy targets a liquidity range

of between $350 million to $450 million.

Bank facilities include $140 million of Sustainability

Linked Loans which affirm our commitments and

targets under sustainable packaging, ethical sourcing,

reduction of carbon emissions, and gender equity.

Dividends and Total Shareholder

Return

The Group has declared a final dividend of 10.0

cps for the 2022 financial year. Combined with the

FY22 interim dividend of 10.0 cps, resulting in total

dividends of 20.0 cps for the year.

The Group is focused on Return on Invested Capital

(ROIC) as its 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. The Group is delivering

shareholder value where ROIC is greater than its

cost of capital. In FY22, ROIC was 9.9% (FY21: 17.1%

5

).

The 2022 financial year has seen volatile

performance of New Zealand and global share

markets, as interest rates and inflation increase,

impacting all areas of the economy and financial

markets. The Group delivered Total Shareholder

Return (TSR) of 2.5% in FY22, due to the dividends

return in FY22 being offset by a decrease in the

share price of 5.5%, compared to a TSR of 74.9%

for the 2021 financial year. The Group’s TSR is a

significant out performance of the market with

NZX50 gross index decline of 8.1% in FY22.

Significance

Well managed financial capital enables the Group

to execute the various initiatives we identify as

important for the long-term sustainability of the

Group. Our strategy is focused on developing all six

capitals within the business – we are investing in our

network, developing customer focused initiatives,

developing our people, and investing in products and

infrastructure to make sustainable living easy and

affordable for everyone. These include financial and

non-financial outcomes, but the ability to develop,

implement and achieve them is dependent on our

financial resources.

Materiality

To deliver on our values to ‘Do Good’, to ‘Think

Customer’ and to ‘Own it” and make it happen requires

the Group to 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

• Optimise working capital across the Group including

further development of our inventory planning and

merchandising framework

• Evolve capital and labour resource allocation under

the agile framework

• Maintain diversified bank facilities to support

investment in strategic initiatives while maintaining

target liquidity

• Implement the inventory component of the ERP

system

• Continue building financial and operational risk

management capability and maturity.

5

FY21 ROIC has been restated in line with restated financial

statements for the year ended 1 August 2021.

$millionFY22FY21

Cash on hand 25.0160.5

Borrowing(66.2)-

(Net Debt) / Cash(41.2)160.5

Total Facilities 420.0330.0

Available Facilities378.8330.0

Total Liquidity378.8490.5

The Warehouse Group Integrated Annual Report 20225253Financial Capital

fabric into new yarn without the use of additional
water or dyes. Recycled cotton garments have been

well received by customers and achieved sales of

close to $1.5 million in the past year.

Man made fibres

Polyester is a widely used material in garments

and home décor and we are looking to mitigate

the environmental impact of this otherwise non-

renewable fabric by incorporating more recycled

content from polyester waste and used beverage

containers. In the 12 months to July 2022, 7.5% of our

polyester ranges featured recycled polyester.

Products include puffer jackets whose outer fabric

and inner filling is made from recycled polyester

equivalent to about 20 plastic bottles; cushion ranges

with recycled polyester fill; and pillows with recycled

polyester fill equivalent to 16 recycled bottles

per pillow.

The benefit of products made from recycled materials,

whether natural or synthetic in origin, is that they

have a reduced carbon footprint when compared to

products using virgin materials. This connects directly

to our longer-term ambition to reduce the Scope

3 emissions associated with purchased goods and

services in our supply chain.

Wood & paper products

We are a member of the Forest Stewardship Council

(FSC)

3

and the Programme for the Endorsement

of Forest Certification (PEFC)

4

to source certified,

sustainable forest management wood and paper

products within our stationery, art and craft, furniture

and other homeware products. In FY22, certified wood

and paper products accounted for $52 million in sales.

An innovative example in the paper products category

is a wheat straw (agricultural waste) and recycled

wood-based photocopy paper sourced from one of

our India partners. This product achieved around 25%

of total copy paper sales, all of which carry some form

of sustainable management certification.

Our membership of initiatives like BCI, FSC and

PEFC, along with certifications such as Oeko-Tex

100 and Rainforest Alliance, help extend our

influence on the origin of the supply chain and give

our customers confidence that their purchases are

making a positive difference.

We are committed to providing customers with

sustainable and affordable solutions, not only to help

them save money, but to do their bit to save the planet.

We have ambitious goals to make sustainable living

easy and affordable for everyone, and to achieve zero

emissions in our operations (Scope 1 & 2) by 2040.

Refer to page 28 for further details on initiatives we

are embedding to achieve these. Specifically, we are

committed to:

Increasing the number of sustainable

products with sustainable packaging

and certified ingredients, and helping our

suppliers reduce their GHG emissions;

Enabling sustainable living solutions that

help our customers live a healthy, low-carbon

lifestyle;

Providing circularity solutions that reduce

the amount of post-consumer waste going

to landfill; and

Increasing the sustainability performance of

our operations and decreasing our operational

carbon emissions (Scope 1 & 2) to zero by 2040.

Sustainable products and

packaging


Increasing the sustainability of our products and

packaging is one of the biggest contributions we can

do to make sustainable living easy and affordable for

everyone. Our ambition is to

• increase the share of private label products and

packaging which is sustainable, or which have a

circularity solution, to 50% by 2025 and 100% by

2035; and

• reduce the Group’s Scope 3 emissions generated

by our suppliers by 50% by 2035 and 80% by 2040.

“Sustainable products and packaging” mean products

that have at least one of the following attributes –

sourced through certified sustainable production

methods; made from sustainable materials; or has

sustainable packaging. We understand “sustainable

products” as a wide range of sustainable features and

certifications and also as a broad concept pointing

to a spectrum of continuous improvement across a

product’s entire life cycle rather than an absolute that

has been achieved. We anticipate that the scope of

our definition will continue to develop as we and our

suppliers gain more capability and insight.

In FY22, 22% of private label sales were from products

with one or more sustainable materials or production

features, up from 15% in FY21, representing 35,600

individual product lines and $213 million in sales.

22% of our private label sales were from products

with sustainable packaging in FY22.

Sustainable cotton

We are a member of the Better Cotton Initiative (BCI)

1


– the world’s largest sustainable cotton initiative

operating in 24 countries around the world and

accounting for 20% of global cotton production. The

fees we pay for every kilogram we source from BCI all

go directly to Better Cotton programmes and farmer

training in the field.

In the past year, over 60% of The Warehouse private

label cotton garments and home textile sales, or

26,000 product lines, were linked to our investments

in Better Cotton production techniques.

This meant that:

• An estimated 1.36 billion litres of water were saved;

• An estimated 866 kilograms of pesticides were

avoided; and

• Farmers benefited from an estimated €592,000

additional profit

2

, thanks to our sourcing of

Better Cotton.

We are also developing an alternate approach to

sourcing sustainable cotton – using fabric made

from cotton fabric offcuts from garment making. This

approach mechanically reconfigures waste cotton

Scope 1 & 2 emissions (tonnes CO

2

e)

Measured Scope 3 emissions (tonnes CO

2

e)

SCOPE 1, 2 AND MEASURED SCOPE 3 EMISSIONS (tCO2e)

2

TARGETSFY22 PROGRESS

Increasing the number of sustainable

products with sustainable packaging

and certified ingredients, and helping our

suppliers reduce their GHG emissions

Install Electric Vehicle (EV) charging

stations at all possible stores by 2030.

Become a zero-waste status organisation by 2025.

1

https://bettercotton.org/

2

Better Cotton Farmers experience profit increases for

a variety of reasons, most commonly due to increased

yields and/or optimised use of inputs (such as irrigation

water, pesticides or synthetic fertiliser).

3

https://fsc.org/en

4

https://pefc.org/

Enable 2.5 million customers to use our

waste recycling or circular reuse solutions

by 2030.

Reduce Scope 1 & 2 emissions aligned to a 1.5°C

trajectory with the pathway to zero emissions

by 2040.

• Reduce Scope 1 & 2 emissions by 42% by 2030

(from 2020 base year)

1

• 100% transition of passenger fleet EV by 2025

• 75% of stores with 100% LED lighting by 2025

Enabling sustainable living

solutions that help our customers

live a healthy, low-carbon lifestyle

Providing circularity solutions

that reduce the amount of post-

consumer waste going to landfill

Increasing the sustainability

performance of our operations

and decreasing our operational

carbon emissions (Scope 1 & 2)

to zero by 2040

22% of private label sales were derived from products with

sustainable packaging in FY22.

35,600 private label individual product lines

carried a sustainable material or production feature,

accounting for $213 million in sales (22% in FY22).

We are at the start of our sustainability journey to make sustainable living easy and affordable for everyone. Page 28 details this vision, our new Sustainability Building

Blocks and our ambitious targets to deliver these outcomes. Not all of the initiatives behind these targets are embedded in the organisation and measurable yet. Where we

have started progressing these initiatives, we have listed our FY22 progress here.

13 of the 28 The Warehouse stores which offer

free EV charging have been upgraded to 25kw

DC rapid chargers.

Diverted 73.4% of operational waste from landfills in FY22 (FY21: 77.9%)

Scope 1 & 2 emissions increased 0.3% compared to FY21

Scope 1 & 2 emissions increased 5.4% compared to our 2020

base year

98% of the Group’s light passenger fleet is EV (including fully

EV and hybrid)

28% of stores have full LED lighting (FY21: 25%)

38 The Warehouse stores offer soft plastic recycling

• 63.5 tonnes of soft plastic waste collected (up 59.6%)

16 Noel Leeming and 5 Warehouse Stationery stores offer e-waste

recycling

• 58.9 tonnes of e-waste collected (up 7.5%)

140 Noel Leeming and Warehouse Stationery stores offer ink and

toner recycling

• 8.8 tonnes (27,096 units) of ink and toner items collected

521.3 tonnes of whiteware collected from Noel Leeming customers

3 The Warehouse stores offer TerraCycle NZ recycling

Increase the share of private label sales with

sustainable packaging to 50% by 2025 and

100% by 2035.

Increase the share of private label sales

from sustainable products, or products with

circularity solutions to 50% by 2025 and

100% by 2035.

14,002

FY17FY18FY19FY20FY21FY22

14,883

12,635

11,707

12,292

12,334

25,508

25,965

26,562

24,322

24,488

24,183

PROTECTING OUR ENVIRONMENT

Manaaki Taiao

Sustainable

living solutions

Circularity

solutions

Sustainable

products

Sustainable

operations

1

2

3

4

1

FY20 was set as our base year in accordance with our

SLL agreement which aligns our Scope 1 & 2 emissions

reduction targets to 1.5°C SBTi criteria.

2

Refer to The Warehouse Group 2022 Emissions

Inventory Report for full details including standards,

methodologies, assumptions, and calculations used.

The Warehouse Group Integrated Annual Report 20225455Our Environment

Sustainable living solutions
We are launching a new customer value proposition

around sustainable living solutions. This area is in its

infancy with initiatives currently being developed.

Among other aspects, we intend to deliver solutions

to reduce our customers' energy and water usage

and increase the customer benefits to live a healthy,

productive and sustainable life.

We are in the process of installing Electric Vehicle (EV)

charging stations to all possible stores by 2030, and

13 of the 28 The Warehouse stores which already offer

free EV charging have been upgraded to 25kW DC

rapid chargers.

Circularity solutions

Enable 2.5 million customers to use our waste

recycling or circular solutions by 2030

In addition to the reduction and improvement of

packaging of our products, we continue to offer and

expand circular solutions for our customers to help

them minimise waste to landfill. Our goal is to enable

2.5 million customers to reduce their own waste,

particularly from the products we sell, by 2025.

We continue to trial our TerraCycle NZ recycling

programme, which takes hard-to-recycle products

and packaging such as toothpaste tubes and coffee

capsules, at three pilot stores. We are looking to

expand the scheme to more locations in FY23. The

Warehouse were proud to run New Zealand’s first ever

toy recycling pilot programme as part of Mega Toy

Sustainable Packaging

Customers continue to tell us that they want products

with less packaging that they can recycle readily in

their kerbside bins. The elimination of unnecessary

packaging and its compatibility with New Zealand’s

kerbside recycling infrastructure is the primary focus

of our sustainable packaging programme.

In FY22, 22% of private label sales were derived from

products with sustainable consumer packaging able

to be recycled via New Zealand’s kerbside recycling

infrastructure.

Some examples of packaging that we revised

significantly to achieve superior environmental

outcomes are:

• Bed textiles formerly packaged in non-recyclable

vinyl satchels that we switched to reusable cloth

bags or light card belly bands;

• Removing expanded polystyrene from flat-pack

furniture cartons; and

• Replacing the generic use of PVC blister packs for

Tech Accessories with small cartons or card hang

sell solutions - projected to save 43 tonnes of non-

recyclable plastic annually.

Scope 3 emissions

We have set an ambitious target to reduce Scope

3 emissions by 50% by 2035 and by 80% by 2040.

Scope 3 emissions remain the most challenging

aspect of climate action for any mass retailer

globally, and represent the vast majority of our

Group total emissions. The majority of our Scope

3 emissions are generated by our trade suppliers,

as well as through the use of our products by

our customers. As of today, we report only on our

measured Scope 3 emissions, generated from the

moment we take ownership of the products we

source. This includes the emissions associated with

our freight, transportation and shipping from port

of ownership to our distribution centres, our stores

and customers, as well as the emissions generated

from our operational waste. In FY22, our measured

Scope 3 emissions reduced by 1.2% compared to

FY21, and reduced by 0.6% compared to our 2020

base year.

In the past 12 months we have undertaken a pilot

programme to understand the carbon emissions

reporting maturity in a target group of 30 Tier 2

trade suppliers, located in China, Bangladesh,

and India. Typically, Tier 2 suppliers are facilities

providing materials, subsidiary processing or other

components to our final manufacture (Tier 1) sites.

Completing this pilot programme is the first step in

understanding our trade suppliers’ emissions profile

and crafting a strategic Scope 3 emissions reduction

roadmap. As well as working directly with our

suppliers, we have developed a new understanding

of the data capabilities required to build a product

and materials specific, carbon accounting and

emissions reporting capability in service of our

Scope 3 emissions reduction goals.

Month, during which we collected 40 cubic metres of

toys across 22 stores in a month. The collected toys will

be turned into new materials to be given a second life.

As part of our Healthy Homes campaign, we ran a

Healthy Heater Swap, whereby customers could

trade in their un-flued LPG gas heaters for a healthier,

electric option for free. We also bring convenient

circular opportunities to our customers in the comfort

of their own home, by removing and recycling old

whiteware for our customers when we deliver their

new purchases to their homes.

Through these initiatives we diverted a total of 653

tonnes of post-consumer waste from landfill disposal,

including soft plastics, e-waste, ink and toners,

whiteware, office furniture and heaters.

Sustainable operations

Climate action is of the utmost importance to The

Warehouse Group and reducing our direct carbon

emissions (Scope 1 & 2) is one of the most important

aspects of our sustainability plan. Our ambition is

to reach zero emissions in our operations by 2040 –

using no carbon offsets.

This year we have adopted new emission reduction

targets aligned to the Science Based Targets

Initiative (SBTi) and aligned with no more than 1.5°c

of global warming.

• Reduce Scope 1 & 2 emissions by 42% by 2030

(against our 2020 baseline), with a pathway to zero

emissions by 2040

• Reduce domestic and international freight

emissions by 40% by 2030 (Scope 3)

• Use only sustainable transportation fuel by 2040

(Scope 3)

• Become a zero-waste status organisation by 2025.

(Scope 3).

This year our carbon emissions footprint covering our

Scope 1, 2, and measured Scope 3 was 36,518 tonnes

of CO2 equivalent (tCO

2

e)

4

. The Group’s Scope 1 & 2

emissions increased by 0.3% compared to FY21 and

increased 5.4% compared to our 2020 base year.

Total emissions decreased by 0.7% compared to FY21

and increased 1.4% compared to our 2020 base year,

which was the year most impacted by COVID-19 with

seven weeks of lockdown periods.

The Group’s greenhouse gas (GHG) emissions

intensity ratio was 11.09 total gross GHG emissions

per revenue (tCO2e/$million) in FY22 (FY21: 10.77),

comprising Scope 1 & 2 emissions intensity ratio of

3.74 tCO2e/$million and measured Scope 3 emissions

intensity ratio of 7.34 tCO

2

e/$million, an increase

of 2.9% compared to FY21 and a decrease of 2.4%

compared to our 2020 base year.

This is insufficient to meet our reduction target.

We will need greater reductions over the coming

years to reach our 2040 target.

Various initiatives mentioned above have shown their

positive impacts on our emission footprint this year,

including:

• The Group’s international sea freight emissions

reduced by 3,002 tonnes, a 20.8% reduction

compared to FY21 due to the sea freight containers

optimisation initiative (Scope 3);

• Torpedo7 reduced its international air freight by

140 tonnes (81.9%) compared to FY21 (Scope 3);

• As of July 2022, 98% of the Group’s light passenger

fleet is EV (Scope 1);

• The Warehouse fleet emissions decreased by

52 tonnes (26.4%), Noel Leeming fleet emissions

decreased by 139 tonnes (10.3%), and Torpedo7’s

fleet emissions decreased by 5 tonnes (7.0%),

compared to FY21 (Scope 1); and

• In FY22 we converted a further seven stores to

energy efficient LED lighting with 28% of our stores

now having 100% LED lighting (up from 25.0% in

FY21) (Scope 2). This effort was slowed down by

COVID-19 related issues with getting light fittings

into the country. Five new stores are about to be

retrofitted and several more are currently under

negotiation.

E-WASTE RECYCLING

Via partner TechCollect NZ

Available at 16 Noel Leeming stores

5 Warehouse Stationery stores

Helped our customers recycle 58.9 tonnes

of e-waste (up 7.5% from FY21)

SOFT PLASTIC RECYCLING

Available at 38 The Warehouse stores 

Helped Kiwis recycle 63.5 tonnes of

soft plastic waste (up 19.6% from FY21)

equivalent to 10.6 million

INK & TONER RECYCLING

Available at 140 Noel Leeming and

Warehouse Stationery stores

Recycle all ink and toner brands

Collected 8.8 tonnes (27,096 units) in FY22

ENERGY CONSUMPTION WITHIN THE ORGANISATION

1,2

FY22 Energy intensity ratio

1, 3

FY22 energy consumption

1

136 GJ / $million of revenue

up from 127 GJ / $million in FY21

14,446 GJ up 3.5% compared to FY21

FY22

consumption

FY22

consumption (GJ)

GJ increase/

(decrease) vs 2021

Diesel2,799,125 106,955 14.3%

Jet fuel

298,362 13,811 367.2%

LPG177,087 4,700 -16.8%

Petrol – premium21,875 774 -34.9%

Petrol – regular40,929 1,439 45.6%

Total Fuel Consumption3,337,379 litres127,67922.4%

Total Electricity Consumption89,197,673kWh 321,109 (2.5%)

Total Energy Consumption448,788 3.5%

1

Refer to The Warehouse Group

2022 Emissions Inventory Report, link

can be found below. The methodology

for measuring TWG energy consumption

and conversion factors is based on the

Ministry for the Environment “Measuring

Emissions: A Guide for Organisations:

2020 Detailed Guide”

.


2

Includes diesel, jet kerosene, LPG, petrol

and electricity energy consumption

used within the organisation

3

Energy intensity ratio includes energy

consumption within the organisation

only.

4

Refer to The Warehouse Group 2022

Emissions Inventory Report.

The Warehouse Group Integrated Annual Report 20225657Our Environment

The above initiatives which contributed to a decrease
in our emissions were offset by the following factors:

• The significant increase in customers online

shopping has resulted in an increase in Scope 3

emissions caused by the increase of road courier

and air courier delivery (Scope 3);

• The Warehouse’s international air freight increased

by 300 tonnes (148.5%), due to significant shipping

disruption as well as high-volume and urgent

sourcing needs for the likes of PPE and COVID-19

Rapid Antigen Testing (RAT) kits (Scope 3);

• The Warehouse’s store electricity use increased by

240 tonnes (3.6%) (Scope 2); and

• Torpedo7’s international sea freight increased by

137 tonnes (20.9%) from FY21 (Scope 3).

These are significant areas of opportunities and

challenges as the number of consumers choosing

the convenience of online shopping continues to

grow. To mitigate that trend, we need to optimise our

sourcing practice to find new efficiencies and reduce

emissions. We are already investigating with our

shipping and freight partners – both domestically and

internationally – alternative shipping options and low

emissions freight such as hydrogen and the continued

electrification of light delivery trucks which will result

in lower emissions output and carbon intensity.

Carbon emissions reporting

We have been Toitū net carbon zero certified

since 2019. This certification covers our Scope 1, 2,

and measured Scope 3 emissions. Measured Scope

3 emissions covers product transportation, business

travel and waste services. This year we offset 100% of

our Group carbon emissions (36,518 tonnes) by investing

in UN Clean Development Mechanism projects.

In December 2021, under the Carbon Disclosure

Project (CDP) framework, we were thrilled to be

scored an A- “Leadership” for Supplier Engagement,

and we have held this rating for the second year in

a row. We were awarded an overall rating of B under

the CDP framework, putting us in the category of

“Management”. The initiatives we are putting in

place across the Group are designed to take us back

to a “Leadership” position under this framework,

considering CDP’s increased expectations of the

integration of sustainability and climate impact in

our business.

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 Warehouse Group is

certified in accordance with ISO 14064-1:2018 and ISO

14064-3:2019.

For an in-depth review of performance against energy

and greenhouse gas emissions please refer to

The Warehouse Group Emissions Inventory Report

which can be found here.

Become a zero-waste organisation

by 2025

To become a zero-waste organisation by 2025

will require us to reduce unnecessary, non-

recyclable shipping and freight packaging, and

where residual waste occurs ensure this is diverted

from landfill.

The majority of our internal waste is generated from

shipping and freight packaging around products

which is removed and disposed of at our distribution

centres, and general use waste in our stores and

Store Support Office (SSO). By working with our

national waste and recycling service providers, we

diverted 73.4% of our operational waste from landfills

in FY22 (FY21: 77.9%). The decrease of waste diversion

rate is due to our ongoing store refurbishment

programme, generating a significant amount of non-

recyclable materials that have to be safely disposed

of into landfills. We will continue to work with our

national waste and recycling service providers and

refurbishment contractors to better minimise waste

generated from this space.

Where possible, when waste is sent to landfill, we use

landfills which have Landfill Gas Recovery Facilities

(LGRF) which capture greenhouse gas generated

from the breakdown of organic matters to reduce

the negative climate impacts of landfill gas. In FY22,

89.5% (FY21: 96.3%) of landfill waste was sent to

landfills with LGRF.

The Warehouse Group disposed of 0.091 tonnes of

hazardous waste in FY22.

At our distribution centres we work with fibre and

plastic wrap recyclers through which we diverted

1,332 tonnes of recyclable waste from landfills in

FY22 (FY21: 1,321 tonnes).

In our stores, our national waste and recycling service

providers supply comprehensive waste minimising

solutions, including comingle paper and cardboard

recycling. At our SSO, we provide a wide variety of

recycling services to our team members, including

food waste services which diverted 13 tonnes of

compostable organic waste in FY22.

This year, we continue our work as 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 51.4 tonnes of items

from landfills, and gave these items a new life with

communities in need. Through this collaboration,

we also created more than 200 hours of living wage

employment in our communities.

All waste which is directed to disposal or diverted from

disposal to recovery operations are performed offsite.

Significance

The US Climate Change Conference in Glasgow,

where The Warehouse Group joined the New

Zealand business delegation and represented

the country’s Climate Leaders Coalition, whose

members represent 38% of the of the New

Zealand economy collectively, was a reminder of

the enormous task left to do to meet the world’s

decarbonisation commitments by 2050.

In the retail sector, sustainability now means an end-

to-end transformation of our value chain to address

fast changing consumer behaviors, the acceleration of

public policy toward circularity and net zero, and the

changes made possible by technological innovation.

These trends are driving us toward a new retail model

where non-sustainable options are becoming outdated

and unacceptable, and sustainable options become

the required norm.

We see significant upside from accelerating the

transformation of our products and services, with

the opportunity to improve customers’ ability to

live sustainably, to accelerate our ambition to zero

emissions, all while achieving market share gains,

margin improvements and maintaining our

value positioning.

We also see new business models and business

opportunities in waste, circularity, subscription

models, second-hand trading platforms, waste

to feedstock, and land-to-market nature-based

solutions. This follows the significant increase in the

price of carbon credits, and the reallocation of capital

that the decarbonisation of our economy and the rise

of sustainable finance are creating.

Materiality

In October 2021, New Zealand became the first

country in the world to pass a law that will ensure

financial organisations and publicly listed companies

such as The Warehouse Group disclose and ultimately

act on climate-related risks and opportunities.

With a market share of 18.8% of core retail in New

Zealand, we have a role to play to ensure that all New

Zealanders can live a sustainable lifestyle. The 2022

Kantar Better Futures Survey shows New Zealanders’

personal commitment to living sustainably continues

an upward trend with 43% of those surveyed, up from

36% in 2021 and 32% in 2020. The same survey shows

that in New Zealand, more people are claiming to

undertake circular shopping behaviours with 78% of

those surveyed claiming to dispose of clothing and

household items through online community groups

rather than throwing them out.

Beyond the immediate customer needs, we take

on the responsibility to address the threats that

environmental degradation and climate change poses

to the health and wellbeing of current and future

generations, its direct economic cost, and its impact

on the prosperity of our communities.

There is a clear call for more to be done to change

lifestyles to restrict the increase in global temperature

of no more than 1.5°c.

Future focus areas

In FY22, we have set up our Group sustainability

ambitions, commitments and targets, and have

identified the resources investment required to

achieve our ambitions. We have also set the technical

and operational foundations needed to deliver our

current performance in sustainably sourced products,

circularity, and emissions reduction. In FY23 and

beyond we will build further capabilities to support

our new vision to make sustainable living easy and

affordable for everyone. This includes:

• Creating new roles with technical expertise

deployed in our most material areas of focus

including sourcing, logistics, operations and

customer engagement;

• Building our 12,000 team members' sustainability

mindset, craft and deliveries and embedding

sustainability outcomes in their contribution models;

• Creating new learning and development pathways

to ensure that our team members are properly

supported to deliver against the Group ambitions;

• Building the data capacity we need to fill the

gap between generic carbon emissions data and

product specific carbon accounting;

• Partnering with our suppliers in their own

decarbonisation efforts; and

• Making sustainability our superpower to attract

new talent.

We recognise that while we do not yet know where

some of the solutions will come from, we believe that

our current approach will equip us to take advantage

of them when they are available. We also recognise

that several targets we are pursuing will challenge

our capabilities or require that we change the way

we do business. These targets maintain our ability to

increase our ambition subsequently as new solutions

become available.

1.

Weights are reported using waste management providers’

waste measurement methodologies.

Operational Waste

1


Waste

Generated

(tonne)

Waste Diverted

from Disposal

(tonne)

Waste directed

to Disposal

(tonne)

General Waste 7,756 4,244 3,512

Paper 4,005 4,005 -

Fibre and a plastic wrap 1,343 1,343 -

Hazardous Waste <1 tonne -<1 tonne

Total Operational Waste

13,216 9,704 3,512 

Percentage of waste diverted

and directed to disposal

73.4% 26.6%

The Warehouse Group Integrated Annual Report 20225859Our Environment

The Warehouse Group Integrated Annual Report 202260Financial Statements61The Warehouse Group Integrated Annual Report 20226061
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 green 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.

Certain comparative amounts reported for the previous year have been restated following adoption of the Cloud Computing Arrangement agenda decision issued by the International

Financial Reporting Standards Interpretations Committee (IFRIC) in April 2021. Information relating to these adjustments are detailed in notes 1.5 and 17.0.

These financial statements have been approved for issue by the Board of Directors on 27 September 2022.

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 62

Consolidated statement of comprehensive income 62

Consolidated balance sheet 63

Consolidated statement of cash flows 64

Reconciliation of operating cash flows 64

Consolidated statement of changes in equity 65

BASIS OF PREPARATION

1.1 Reporting entity 66

1.2 Compliance statement 66

1.3 Basis of preparation 66

1.4 Reporting period 66

1.5 Changes in accounting policies, interpretations

and agenda decisions 66

1.6 Significant transactions and events in the financial year 67

1.7 Critical accounting judgements, estimates and assumptions 67

1.8 Non-GAAP financial information 67

FINANCIAL PERFORMANCE

2.0 Segment information 68

2.1 Operating performance 68

2.2 Depreciation and amortisation 68

2.3 Capital expenditure 69

2.4 Balance sheet information 69

2.5 Adjustment for NZ IFRS 16 (Leases) 69

3.0 Income and expenses 70

3.1 Other income 70

3.2 Employee expense 70

3.3 Other operating expenses 70

3.4 Auditors’ fees 70

3.5 Net interest expense 70

4.0 Taxation 71

4.1 Taxation - income statement 71

4.2 Balance sheet - current taxation asset/(liability) 71

4.3 Balance sheet - deferred taxation asset 71

5.0 Adjusted net profit 72

6.0 Earnings per share 72

7.0 Dividends 73

7.1 Dividends paid 73


Page

7.2 Dividend policy reconciliation 73

7.3 Imputation credit account 73

OPERATING ASSETS AND LIABILITIES

8.0 Working capital 74

8.1 Inventory 74

8.2 Trade and other receivables 74

8.3 Trade and other payables 74

8.4 Provisions 75

9.0 Non current assets 75

9.1 Property, plant and equipment 75

9.2 Intangible assets 76

10.0 Lease liabilities and right of use assets 77

10.1 Right of use assets 77

10.2 Lease liabilities 77

10.3 Lease liability maturity analysis 77

FINANCING AND CAPITAL STRUCTURE

11.0 Equity 78

11.1 Capital management 78

11.2 Bank facilities 78

11.3 Contributed equity 78

11.4 Reserves 79

11.5 Minority interest 79

FINANCIAL RISK MANAGEMENT

12.0 Financial Risk Management 80

12.1 Financial risk factors 80

12.2 Derivative financial instruments 80

12.3 Liquidity risk 81

12.4 Credit risk 81

12.5 Market risk 81

OTHER DISCLOSURES

13.0 Key management 82

14.0 Commitments 82

15.0 Contingent liabilities 82

16.0 Related parties 82

17.0 Cloud computing arrangements 82

Financial Statements

For the 52 week period ended 31 July 2022

CONTENTS

Joan Withers

Board Chair

27 September 2022

Dean Hamilton

Audit and Risk Committee Chair

27 September 2022

The Warehouse Group Integrated Annual Report 202262Financial Statements636263
Consolidated Income Statement

For the 52 week period ended 31 July 2022

(Restated)

Note2022 2021

$ 000$ 000

Net profit for the period

87,088107,870

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

294 55

Movement in derivative cash flow hedges

8,873 26,651

Tax relating to movement in hedge reserve

(2,484)(7,463)

Other comprehensive income

6,683 19,243

Total comprehensive income

93,771127,113

Attributable to:

Shareholders of the parent

95,994128,554

Minority interest

11.5 (2,223)(1,441)

Total comprehensive income

93,771127,113

Consolidated Statement of Comprehensive Income

For the 52 week period ended 31 July 2022

(Restated)

Note2022 2021

$ 000$ 000

Retail sales

2.1 3,294,332 3,414,601

Cost of retail goods sold

8.1 (2,129,950)(2,173,245)

Gross profit

1,164,3821,241,356

Other income

3.1 7,683 7,050

Employee expense

3.2 (575,361)(582,098)

Depreciation and amortisation expense

2.2 (146,122)(143,344)

Other operating expenses

3.3 (291,812)(253,434)

Operating profit

2.1 158,770269,530

Unusual items

5.0 - (86,955)

Earnings before interest and tax

158,770182,575

Net interest expense

3.5 (36,831)(37,458)

Profit before tax

121,939145,117

Income tax expense

4.1 (34,851)(37,247)

Net profit for the period

87,088107,870

Attributable to:

Shareholders of the parent

89,311109,311

Minority interests

11.5 (2,223)(1,441)

87,088 107,870

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0 25.9 cents 31.7 cents

(Restated)

Note2022 2021

$ 000$ 000

ASSETS

Current assets

Cash and cash equivalents

11.2 24,999 160,526

Trade and other receivables

8.2 87,853 79,545

Inventories

8.1 562,313457,151

Derivative financial instruments

12.2 29,491 8,837

Current taxation

4.2 1,505-

Total current assets

706,161706,059

Non current assets

Trade and other receivables

8.2 11,6644,408

Derivative financial instruments

12.2 - 1,310

Property, plant and equipment

9.1 224,355 194,619

Intangible assets

9.2 151,825127,179

Right of use assets

10.1 673,278 736,524

Investment in associate

1.6 3,839 -

Deferred taxation

4.3 89,22795,958

Total non current assets

1,154,1881,159,998

Total assets

2.4 1,860,3491,866,057

LIABILITIES

Current liabilities

Borrowings

11.2 66,150 -

Trade and other payables

8.3 480,596436,579

Derivative financial instruments

12.2 668 4,353

Taxation payable

4.2 - 10,878

Lease liabilities

10.2 95,849 97,812

Provisions

8.4 49,831 74,515

Total current liabilities

693,094624,137

Non current liabilities

Lease liabilities

10.2 724,991 794,379

Provisions

8.4 21,165 23,371

Total non current liabilities

746,156 817,750

Total liabilities

2.4 1,439,2501,441,887

Net assets

421,099424,170

EQUITY

Contributed equity

11.3 360,235 360,235

Reserves

11.4 12,739 6,056

Retained earnings

48,94060,573

Total equity attributable to shareholders

421,914426,864

Minority interest

11.5 (815)(2,694)

Total equity

421,099424,170

Consolidated Balance Sheet

As at 31 July 2022

The Warehouse Group Integrated Annual Report 202264Financial Statements65The Warehouse Group Integrated Annual Report 20226465
Consolidated Statement of Cash Flows

For the 52 week period ended 31 July 2022

(Restated)

Note2022 2021

$ 000 $ 000

Net profit

87,088107,870

Non cash items

Depreciation and amortisation expense

2.2 146,122 143,344

Right of use asset impairment

10.1 - 1,582

Share based payment expense

3.2 - 93

COVID 19 landlord rent relief

10.2 (1,775)-

Movement in deferred tax

4.3 4,2394,975

Interest rate hedge derivatives write-off

5.0 - 3,340

Total non cash items

148,586153,334

Items classified as investing or financing activities

Loss on disposal of property, plant and equipment

1,128 637

Loss from investment in associate

1.6 661 -

Gain on lease terminations

2.5 (2,681)(1,237)

Supplementary dividend tax credit

4.2 481 246

Total investing and financing adjustments

(411)(354)

Changes in assets and liabilities

Trade and other receivables

(15,564)1,227

Inventories

(105,162)(63,541)

Trade and other payables

30,15914,497

Provisions

(26,890)13,030

Income tax

(12,383)(104)

Total changes in assets and liabilities

(129,840)(34,891)

Net cash flows from operating activities

105,423225,959

(Restated)

Note2022 2021

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,304,417 3,425,114

COVID-19 wage subsidy

- (67,550)

Payments to suppliers and employees

(3,119,707)(3,061,563)

Income tax paid4.2

(42,514)(32,132)

Interest paid

(36,773)(37,910)

Net cash flows from operating activities

105,423225,959

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and computer software

456 190

Purchase of property, plant and equipment and computer software

(107.469)(61,878)

Purchase of associate1.6

(4,500)-

Purchase of minority interest11.5

(1,716)(239)

Net cash flows from investing activities

(113,229)(61,927)

Cash flows from financing activities

Proceeds from borrowings

66,150 -

Early termination of interest rate swaps

- (9,767)

Lease principal repayments

(98,264)(99,383)

Treasury stock dividends received

381 254

Dividends paid to parent shareholders

(95,863)(62,678)

Dividends paid to minority shareholders

(125)-

Net cash flows from financing activities

(127,721)(171,574)

Net cash outflow

(135,527)(7,542)

Opening cash position

160,526 168,068

Closing cash position

11.2 24,999 160,526

Reconciliation of Operating Cash Flows

For the 52 week period ended 31 July 2022

Consolidated Statement of Changes in Equity

For the 52 week period ended 31 July 2022

(Restated)(Restated)

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 31 July 2022

Balance at the beginning of the period

365,517 (5,282)6 ,171(115)60,573 (2,694)424,170

Profit/(loss) for the period

- - - - 89,311(2,223)87,088

Movement in foreign currency translation reserve

- - - 294 - - 294

Movement in derivative cash flow hedges

- - 8,873 - - - 8,873

Tax relating to movement in hedge reserve

4.3 - - (2,484)- - - (2,484)

Total comprehensive income/(loss)

- - 6,389 294 89,311(2,223)93,771

Contributions by and distributions to owners

Minority put options exercised

- - - - (5,943)4,227(1,716)

Dividends paid

7.1, 11. 5- - - - (95,382)(125)(95,507)

Treasury stock dividends received

- - - - 381 - 381

Balance at the end of the period

365,517 (5,282)12, 560 179 48,940(815)421,099

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 17.0)(note: 11.5)

For the 52 week period ended 1 August 2021

Balance at the beginning of the period

365,517 (5,456)(13,017 )(170)13,301 (794)359,381

Profit/(loss) for the period

- - - - 109,311 (1,441)107,870

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, 4 6 3)- - - (7,463)

Total comprehensive income/(loss)

- - 19,18 8 55 109,311 (1,441)127,113

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- - - - (62,432)- (62,432)

Treasury stock dividends received

- - - - 254 - 254

Balance at the end of the period

365,517 (5,282)6 ,171 (115)60,573 (2,694)424,170

(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 17.0)(note: 11.5)

The Warehouse Group Integrated Annual Report 202266Financial Statements67The Warehouse Group Integrated Annual Report 20226667
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 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 historic 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 reported for the

previous year have been restated following adoption of the Cloud Computing Arrangement agenda decision issued by the International Financial Reporting Standards Interpretations

Committee (IFRIC) in April 2021. Information relating to these adjustments are detailed in notes 1.5 and 17.0.

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.

Percentage Ownership

Name of EntityPrincipal Activity

2022 2021

The Warehouse LimitedRetail

100 100

Noel Leeming Group LimitedRetail

100 100

Torpedo7 LimitedRetail

100 100

TheMarket.Com LimitedOnline marketplace

97 88

Eldamos Investments LimitedProperty

100 100

The Warehouse Nominees LimitedInvestment

100 100

1.4 Reporting period

These financial statements are for the 52 week period 2 August 2021 to 31 July 2022. The comparative period is for the 52 week period 3 August 2020 to 1 August 2021. 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

and last occurred during the 2020 financial year.

1.5 Changes in accounting policies, interpretations and agenda decisions

There have been no changes to the principal accounting policies applied in the preparation of these financial statements except for the Group’s policy relating to capitalising

implementation costs for cloud computing arrangements.

Cloud Computing Arrangements

In April 2021, the International Financial Reporting Interpretation Committee (IFRIC) issued an agenda decision clarifying the accounting treatment for software implementation

costs in cloud computing arrangements, concluding that in most instances these are likely to be an operating expense.

The Group previously capitalised costs incurred to configure and customise software in cloud computing arrangements as intangible software assets, as the Group considered

that it would benefit from these costs over the expected term of the arrangement. As a result of the IFRIC decision, the Group changed its accounting policy relating to

implementation costs for cloud computing arrangements (refer note 9.2) resulting in a retrospective restatement of the Group’s financial statements (refer note 17.0). The policy

change reduced the carrying value of the Group’s software by $63.6 million and lowered pre-tax profit by $15.9 million (2021: $11.6 million) as a result of recognising a new expense

for cloud computing implementation costs offset by a reduction in the amortisation expense related to the previously capitalised software costs.

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 31 July 2022

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 31 July 2022

1.6 Significant transactions and events in the financial year

Group structure

TheMarket.com

The Group increased its shareholding in TheMarket.com from 88.5% to 97.0%, when two put options were exercised in accordance with TheMarket.com share rights plan (refer note

11.5). The Group also amalgamated 1-day Limited with TheMarket.com Limited effective from the commencement of the current financial year to align the legal structure with the

way these two businesses are managed.

Investment in associate

In August 2021 the Group invested $4.5 million to acquire a 26% interest in ZOOM Health Limited (ZOOM). ZOOM is a health technology company and shareholder in ZOOM Care

Limited, an online pharmacy that delivers prescription medicine to patients. During the year the Group recognised $0.7 million as a proportionate share of ZOOM’s trading losses,

which reduced the carrying value of the investment to $3.8 million.

Other changes

The Group’s discontinued Diners Club (NZ) business which ceased operating in April 2020 was placed into a formal solvent liquidation during the year and removed from the

Companies Office register. There were no other changes to the Group’s company structure during the year. Immediately following balance date the Group legally amalgamated

Noel Leeming Group Limited with The Warehouse Limited. This amalgamation is designed to simplify support office functions but will not result in changes to the store operations or

branding. The Group also acquired the remaining 3% minority interest in TheMarket.com in August 2022 for a consideration of $0.7 million.

Impact of COVID-19

The Group’s sales were significantly impacted in the first half of the financial year when all stores across the network were closed from mid-August 2021 for three weeks in response

to a government initiated nationwide COVID-19 lockdown. The lockdown restrictions eased for much of New Zealand following the initial 3-week lockdown period but continued

in Auckland, and intermittently in Northland and parts of the Waikato for another 9 weeks. The Group did not experience the same sales rebound that occurred when the stores

reopened following previous lockdowns and while customers gravitated to online shopping during this period, the increase in online sales and Click & Collect sales did not replace the

decrease in expected instore sales.

Sales continued to be impacted into the second half of the financial year even though the Government relaxed the COVID-19 settings and shifted away from Alert Levels and

lockdowns to the less restrictive traffic light system. In response to the rising cases of the COVID-19 Omicron variant in late January 2022, the government set its traffic light

restrictions to its highest red light setting across all of New Zealand for a period of 80 days before moving to a less stringent orange setting in mid-April 2022. At these settings the

Group’s stores were open, but there was hesitancy amongst our customers to shop in stores, while Omicron remained present in the community. This hesitancy has now largely

dissipated but contributed to a decrease in foot traffic of more than 10% compared to last year, reflecting the change in customer shopping habits during the year.

Product supply was impacted by COVID-19 due to ongoing challenges in the supply chain and increased shipping costs. In addition to losing potential sales, the longer lead times

means the Group is carrying higher levels of inventory and goods in transit to ensure stock availability, which resulted in higher working capital at the end of the year.

COVID-19 also caused an increase in team member absenteeism through illness and isolation requirements, with some team members unable to work. The Group continued to pay its

team members in full during these periods.

1.7 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that affect 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) Cloud computing arrangements (note 17.0)

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 are detailed in note 5.0.

The Warehouse Group Integrated Annual Report 202268Financial Statements696869
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 31 July 2022

2.2 Depreciation and amortisation

PPE and SoftwareRight of Use AssetsTotal

Note2022 2021 2022 2021 2022 2021

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000

The Warehouse segment

36,720 34,88267,275 67,675 103,995 102,557

Noel Leeming

8,208 8,21818,166 18,246 26,374 26,464

Torpedo7

1,282 2,1137,118 6,966 8,400 9,079

TheMarket.com

3,655 2,598 916 850 4,571 3,448

Other Group operations

1,643 1,441 1,139 355 2,782 1,796

Depreciation and amortisation expense

51,508 49,25294,614 94,092 146,122 143,344

Comprising:

Property, plant and equipment (PPE)

9.1 38,204 41,396

Computer software

9.2 13,304 7,856

51,508 49,252

2.3 Capital expenditure

Capital Expenditure

Note2022 2021

$ 000 $ 000

The Warehouse segment

95,38145,480

Noel Leeming

3,198 11,453

Torpedo7

3,657 1,003

TheMarket.com

3,290 5,462

Other Group operations

1,920 256

Capital expenditure

107,44663,654

Comprising:

Property, plant and equipment (PPE)

9.169,176 39,715

Computer software

9.238,27023,939

107,44663,654

Operating segments

The Group has four operating segments trading in the New Zealand retail sector and an online marketplace (includes 1-day). 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 that excludes the impacts of NZ IFRS 16 Leases, which is consistent with internal reporting and the way the Group monitors financial performance.

Each of the four main retail segments represents 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 89 (2021: 90) The Warehouse stores, 68 (2021: 70) Warehouse Stationery stores, 68 (2021: 71)

Noel Leeming stores and 24 (2021: 21) Torpedo7 stores. The Warehouse and Warehouse Stationery have 35 (2021: 25) stores which are combined within one location, these stores are

included in the store numbers for both brands. The Warehouse and Warehouse Stationery have 35 (2021: 25) stores which are combined within one location, these stores are included

in the store numbers for both brands. 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.

Other Group operations include a property company, a chocolate factory, the Group’s overseas sourcing operations and the residual cost of unallocated support office functions.

The Warehouse segment includes capital expenditure that relates to corporate assets which are are also used by the wider Group.

2.0 SEGMENT INFORMATION

2.1 Operating performance

Retail SalesOperating ProfitRetail Operating Margin

Note20222021202220212022 2021

$ 000$ 000$ 000 $ 000% %

The Warehouse

1,726,9361,804,86175,742177,8694.4 % 9.9 %

Warehouse Stationery

249,749274,64623,05834,3259.2 % 12.5 %

Warehouse segment

1,976,6852,079,50798,800212,19 45.0 % 10.2 %

Noel Leeming

1,096,7441,128,18453,90764,7484.9 % 5.7 %

Torpedo7

171,474158,706(2,240)1,586-1.3 % 1.0 %

TheMarket.com

49,95454,455(24,734)(20,704)

Other Group operations

6,8667,141(8,961)(28,803)

Inter-segment eliminations

(7,391)(13,392)- -

Group

3,294,3323,414,601 116,772229,0213.5 % 6.7 %

Adjustments for NZ IFRS 16

2.5 41,99840,509

Operating profit

158,770269,530

Unusual items

5.0 - (86,955)

Earnings before interest and tax

158,770182,575

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 Goods and Services Tax (GST).

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 31 July 2022

2.4 Balance sheet information

Total AssetsTotal Liabilities

Note2022 2021 2022 2021

$ 000 $ 000 $ 000 $ 000

The Warehouse segment

590,929444,892 377,399 353,595

Noel Leeming

191,511 188,324 139,218 149,077

Torpedo7

76,57850,380 22,76920,761

TheMarket.com

21,540 21,288 11,1379,009

Other Group operations

88,335 85,062 1,069 2,023

Operating assets/liabilities

968,893789,946 551,592534,465

Unallocated assets/liabilities

Cash and borrowings

24,999 160,526 66,150 -

Derivative financial instruments

12.2 29,491 10,147 668 4,353

Right of use assets/Lease liabilities

673,278 736,524 820,840 892,191

Intangible goodwill and brands

9.2 72,956 72,956 - -

Taxation assets/liabilities

4.2, 4.3 90,73295,958 - 10,878

Total Group

1,860,3491,866,057 1,439,2501,441,887

2.5 Adjustment for NZ IFRS 16 (Leases)

Note2022 2021

$ 000 $ 000

Pre NZ IFRS 16 rent expense

133,931 134,946

Right of use asset amortisation

10.1 (94,614)(94,092)

Lease impairments

- (1,582)

Gain on lease terminations

2,681 1,237

Impact on operating profit

2.1 41,998 40,509

Lease liability interest

3.5 (36,683)(38,497)

Impact on net profit before tax (excluding unusual items)

5,315 2,012

The Warehouse Group Integrated Annual Report 202270Financial Statements71The Warehouse Group Integrated Annual Report 20227071
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 31 July 2022

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 31 July 2022

$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

12,941 41,648 18,328 17,483 (2,400)7,958 95,958

Charged/(credited) to the income statement

4.1 (2,241)(1,499)4,263(1,750)- (3,012)(4,239)

Net charged to other comprehensive income

- - - - (2,484)(8)(2,492)

Closing balance

10,700 40,149 22,59115,733 (4,884)4,938 89,227

For the 52 week period ended 1 August 2021

Opening balance

15,713 42,211 16,077 19,348 6,744 8,306 108,399

Charged/(credited) to the income statement

4.1 (2,772)(563)2,251 (1,865)(1,681)(345)(4,975)

Net charged to other comprehensive income

- - - - (7,463)(3)(7,466)

Closing balance

12,941 41,648 18,328 17,483 (2,400)7,958 95,958

4.2 Balance sheet - current taxation asset/(liability)

Note2022 2021

$ 000 $ 000

Opening balance

(10,878)(10,982)

Foreign exchange movement

-(2)

Current year income tax payable

4.1 (30,612)(32,272)

Net taxation paid

42,514 32,132

Supplementary dividend tax credit

481 246

Closing balance

1,505(10,878)

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

Note2022 2021

$ 000$ 000

Profit before tax

121,939145,117

Taxation calculated at 28%

34,14340,633

Adjusted for the tax effect of:

Non deductible expenditure

725503

Income tax relating to prior year property disposals

- (3,295)

Income tax over provided in prior year

(17)(594)

Income tax expense

34,85137,247

Income tax expense comprises:

Current year income tax payable

4.2 30,61232,272

Deferred taxation

4.3 4,2394,975

Income tax expense

34,85137,247

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 31 July 2022

3.0 INCOME AND EXPENSES

3.1 Other income

Note2022 2021

$ 000$ 000

COVID-19 landlord rent relief

10.2 1,775 -

Tenancy rents received

2,165 2,251

Other

3,743 4,799

Other income

7,683 7,050

3.2 Employee expense

2022 2021

$ 000 $ 000

Wages and salaries

566,174542,841

Directors' fees

884 787

Performance based compensation

8,303 38,377

Equity settled share based payments expense

- 93

Employee expense

575,361582,098

3.3 Other operating expenses

2022 2021

$ 000 $ 000

Other operating expenses include:

Provision for bad and doubtful debts expense

2,467 767

Loss on disposal of plant and equipment

1,128 637

Asset impairments

- 1,582

Donations

106 499

Net foreign currency exchange (gain)/loss

(67)105

3.4 Auditors’ fees

2022 2021

$ 000 $ 000

Auditing the Group financial statements

711 697

Reviewing the half year financial statements

112 97

Other non-audit or review services

- Agreed upon procedures

24 14

- Taxation services 

10 10

- Other services 

71 58

Total fees paid to PricewaterhouseCoopers

928 876

3.5 Net interest expense

Note2022 2021

$ 000 $ 000

Interest on deposits and use of money interest received

(592)(1,048)

Interest on borrowings

7409

Interest on leases

10.2 36,683 38,497

Net interest expense from continuing operations

36,83137,458

Audit Fees - Corporate Governance

In accordance with the Group’s policies regarding audit governance and independence other non-audit services are 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.

Financial StatementsThe Warehouse Group Integrated Annual Report 202272737273
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 31 July 2022

7.0 DIVIDENDS

7.1 Dividends paid

2022 2021 2022 2021

$ 000$ 000CENTS PER SHARECENTS PER SHARE

Prior year final dividend

60,698 - 17.5 -

Interim dividend

34,684 45,090 10.0 13.0

Special dividend

- 17,342 - 5.0

Total dividends paid

95,382 62,432 27.5 18.0

7.2 Dividend policy reconciliation

Note2022 2021 2022 2021

$ 000$ 000CENTS PER SHARECENTS PER SHARE

Special dividend

- 17,342 - 5.0

Interim dividend

34,684 45,090 10.0 13.0

Final dividend (declared after balance date)

34,684 60,698 10.0 17.5

Total dividends declared in respect of the current financial year

69,368 123,130 20.0 35.5

Group adjusted net profit

5.0 85,484167,175

Pay-out ratio (%)

81.1%73.7%

7.3 Imputation credit account

2022 2021

$ 000$ 000

Imputation credits at balance date available for future distribution

132,796142,492

Dividend policy

Following two years of disruption caused by the COVID-19 pandemic the Group has returned to its pre-COVID-19 pattern of declaring two dividends annually, the first in

respect of the half year (interim dividend) and second in respect of the full year result (final dividend). At the discretion of the Board and subject to trading performance, market

conditions and liquidity requirements, the Group’s dividend policy is to distribute at least 70% of the Group’s full year adjusted net profit.

In accordance with this policy the Board declared a fully imputed final dividend of 10.0 cents per ordinary share on 27 September 2022 to be paid on 2 December 2022 to all

shareholders on the Group’s share register at the close of business on 17 November 2022. As an additional consideration this year the Board also considered the impact of

changing the accounting policy regarding cloud computing (refer note 17.0) as part of its process to determine the amount of the final dividend. The dividend pay-out ratio

adjusted to exclude the impact of the change in accounting policy is 71.6% (2021: 70.2%).

The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will 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 31 July 2022

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

Note20222021

$ 000$ 000

Adjusted net profit

85,484167,175

Add back: Unusual items

Restructuring costs

- (16,065)

Interest rate hedge derivatives write-off

12.5 - (3,340)

COVID-19 wage subsidy

- (67,550)

Unusual items before taxation and NZ IFRS 16 adjustments

- (86,955)

Adjustments for NZ IFRS 16

2.5 5,315 2,012

Income tax on the unusual items above

(1,488)23,784

Income tax relating to prior year property disposals

- 3,295

Unusual items after taxation and NZ IFRS 16 adjustments

3,827 (57,864)

Net profit from continuing operations attributable to shareholders of the parent

89,311109,311

Earnings per share calculation

Note2022 2021

Net profit attributable to shareholders of the parent ($000s)

89,311109,311

Adjusted net profit ($000s)

5.0 85,484167,175

Basic

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)

345,354345,301

Basic earnings per share (cents)

25.931.7

Adjusted basic earnings per share (cents)

24.848.4

The Group did not classify any items as unusual during the year.

2021 COVID-19 wage subsidy

In December 2020 the Group voluntarily repaid the Government COVID-19 wage subsidy it received in March 2020. The Group classified both the receipt and offsetting

repayment of the COVID-19 wage subsidy which spanned two different financial years as unusual items.

2021 Restructuring costs

The restructuring costs relate to professional fees and redundancy costs incurred as part of the Group’s transition to an Agile way of working completed last year.

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.

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. 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 adoption of NZ IFRS 16 the non-cash impact relating to the lease

accounting standard are also excluded from adjusted net profit.

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, adjusted basic EPS are similarly calculated using adjusted net profit as

the numerator.

Financial StatementsThe Warehouse Group Integrated Annual Report 20227475The Warehouse Group Integrated Annual Report 20227475
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 31 July 2022

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 lives 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

2022 2021 20222021 2022 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Employee entitlements

43,30567,603 14,32315,667 57,62883,270

Make good provision

1,6601,471 6,8427,704 8,5029,175

Sales return provision

4,8665,441 -- 4,8665,441

Provisions

49,83174,515 21,16523,371 70,99697,886

9.1 Property, plant and equipment

Land and BuildingsPlant and EquipmentWork in ProgressTotal

Note20222021202220212022202120222021

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

93,527 93,527 657,409 638,450 11,389 10,785 762,325 742,762

Accumulated depreciation

(15, 293)(14,193)(552,413)(531,438)- - (567,706)(545,6 31)

Opening carrying amount

78,234 79,334 104,996 107,012 11,389 10,785 194,619 197,131

Additions

2.3 571 - 32,668 39,111 35,937 604 69,176 39,715

Disposals

- - (1,236)(831)- - (1,236)(831)

Depreciation

2.2 (816)(1,100)(37,388)(40,296)- - (38,204)(41,396)

Closing carrying amount

77,989 78,234 99,040 104,996 47,326 11,389 224,355 194,619

Cost

94,098 93,527 678,732 657,409 47,326 11,389 820,156 762,325

Accumulated depreciation

(16,109)(15,293)(579,692)(552,413)- - (595,801)(567,706)

Closing carrying amount

77,989 78,234 99,040 104,996 47,326 11,389 224,355 194,619

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 31 July 2022

8.0 WORKING CAPITAL

8.1 Inventory

2022 2021

$ 000$ 000

Finished goods

485,486 413,352

Inventory provisions

(17,244)(21,966)

Retail stock

468,242 391,386

Goods in transit from overseas

94,07165,765

Inventory

562,313 457,151

8.2 Trade and other receivables

Note2022 2021

$ 000 $ 000

Trade receivables

35,526 36,193

Prepayments

34,25617,204

Rebate accruals and other debtors

29,735 30,556

Trade and other receivables

99,51783,953

Less non current prepayments

17.0(11,664)(4,408)

Current trade and other receivables

87,853 79,545

8.3 Trade and other payables

2022 2021

$ 000 $ 000

Local trade creditors and accruals

280,208266,486

Foreign currency trade creditors

113,72293,524

Goods in transit creditors

32,68417,883

Capital expenditure creditors

2,9953,018

Goods and services tax

7,47510,155

Reward schemes, Lay-bys, Christmas Club deposits and gift vouchers

22,69222,036

Payroll accruals

20,82023,477

Trade and other payables

480,596436,579

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, record keeping 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.

The Warehouse Group Integrated Annual Report 202276Financial Statements77The Warehouse Group Integrated Annual Report 20227677
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 31 July 2022

COVID-19 landlord rent relief

The Group negotiated rent reductions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic during the year. The Group applied the

NZ IFRS 16 (Leases) practical expedient introduced in May 2020 to account for the landlord rent concessions which meant the rent reductions were accounted for as negative

variable lease payments.

Significant judgements and estimates

To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to determine the incremental

borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying value of both the right of use asset and lease liabilities

recognised in the balance sheet and corresponding expenses recorded in the income statement.

The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease term when a significant event or

significant change in circumstances within the control of the Group affects the prospect that a right of renewal contained in a lease will be exercised.

The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year. The average incremental

borrowing rate used to calculate the value of lease liabilities at balance date was 4.48% (2021: 4.32%).

The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group’s ‘right of use assets’. The

property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension options, but may also contain a wide variety of other

terms and conditions. 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 may only be exercised by the Group and not by the landlord.

10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS

10.1 Right of use assets

CostAccumulated DepreciationCarrying Amount

Note2022 2021 2022 2021 2022 2021

For the 52 week period ended 31 July 2022

$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

1,505,137 1,498,007 (768,613)(723,832)736,524 774,175

Foreign exchange movement

95 - (22)- 73 -

Additions

34,092 55,494 - - 34,092 55,494

Depreciation

2.2 - - (94,614)(94,092)(94,614)(94,092)

Reassessment of lease terms

10.2 (1,075)5,271 - - (1,075)5,271

Lease impairments

- - - (1,582)- (1,582)

Lease surrenders and terminations

(35,599)(53,635)33,877 50,893 (1,722)(2,742)

Closing balance

1,502,650 1,505,137 (829,372)(768,613)673,278 736,524

10.3 Lease liability maturity analysis

Gross Lease PaymentsInterestCarrying Amount

2022 2021 2022 2021 2022 2021

As at 1 August 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Within one year

129,927 133,653 (34,078)(35,841)95,849 97,812

One to two years

120,767 125,275 (30,241)(32,157)90,526 93,118

Two to five years

311,475 330,591 (70,202)(75,942)241,273 254,649

Beyond five years

456,230 524,906 (63,038)(78,294)393,192 446,612

Lease liability

1,018,399 1,114,425 (197,559)(222,234)820,840 892,191

Current lease liability

95,849 97,812

Non-current lease liability

724,991 794,379

Lease liability

820,840 892,191

10.2 Lease liabilities

Note

2022 2021

For the 52 week period ended 31 July 2022

$ 000$ 000

Opening balance

892,191 934,788

Foreign exchange movement

75 -

Additions

34,092 55,494

Interest for the period

3.5 36,683 38,497

Reassessment of lease terms

10.1 (1,075)5,271

COVID-19 landlord rent relief3.1

(1,775)-

Lease repayments

(134,947)(137,880)

Lease surrenders and terminations

(4,404)(3,979)

Closing balance

820,840 892,191

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 31 July 2022

9.2 Intangible assets

GoodwillBrand NamesComputer SoftwareTotal

Note2022202120222021202220212022 2021

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

94,380 94,380 23,523 23,523 75, 371 51,932 193,274 169,835

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(21,148)(13,792)(66,095)(58,739)

Opening carrying amount

57,456 57,456 15,500 15,500 54,223 38,140 127,179 111,096

Additions

2.3- - - - 38,27023,93938,27023,939

Disposals

- - - - (320)- (320)-

Amortisation

2.2 - - - - (13,304)(7,856)(13,304)(7,856)

Closing carrying amount

57,456 57,456 15,500 15,500 79,86954,223 151,825127,179

Cost

94,380 94,380 23,523 23,523 113,35475,371 231,257193,274

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(34,485)(21,148)(79,432)(66,095)

Closing carrying amount

57,456 57,456 15,500 15,500 78,86954,223 151,825127,179

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 has

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

Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets, including subsequent

improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the straight-line method over periods ranging from

two to ten years.

Cloud computing arrangements (refer note 1.5)

Cloud computing arrangements provide the Group with the right to access a supplier’s cloud based software for a specified contract period. If the Group does not control the

cloud based software, the related development costs (external and internal) are recognised as either:

(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or

(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.

Brand and goodwill 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 down to align with the average values assessed by a selection of the Group’s external equity research analysts.

The Group’s brand and goodwill 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 brand and goodwill 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 primary business at 11.9% (2021: 11.3%). 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 brand and goodwill assets were not impaired.

Impairment testing

Noel LeemingThe Warehouse

2022 202120222021

$ 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 (%)

5.3 5.0 5.7 8.0

Terminal growth rate (%)

2.0 1.5 2.0 1.5

Pre-tax discount rate (%)

14.2 14.3 13.1 13.2

Post-tax discount rate (%)

10.2 10.3 9.4 9.5

The Warehouse Group Integrated Annual Report 202278Financial Statements79The Warehouse Group Integrated Annual Report 20227879
Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 31 July 2022

11.0 EQUITY

11.2 Bank facilities

2022

2021

$ 000 $ 000

Cash and cash equivalents

24,999 160,526

Borrowings

(66,150)-

Net debt

(41,151)160,526

Committed bank credit facilities

420,000 330,000

Liquidity buffer

378,849 490,526

11.3 Contributed equity

Contributed EquityOrdinary Shares

2022

2021 2022

2021

$ 000 $ 000 000000

Share capital

365,517 365,517 346,843 346,843

Treasury shares

(5,282)(5,282)(1,489)(1,489)

Contributed equity

360,235 360,235 345,354 345,354

Treasury shares

Treasury SharesOrdinary Shares

2022

2021 2022

2021

$ 000 $ 000 000000

Opening balance

5,282 5,456 1,489 1,557

Ordinary shares used to settle share rights plan obligations

- (174)- (68)

Closing balance

5,282 5,282 1,489 1,489

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 31 July 2022

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 (refer note 11.2).

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.

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, and

2) Interest cover will not be less than 2 times operating profit.

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.

The Group adopted a new liquidity policy last year to provide balance sheet resilience in response to the COVID-19 pandemic. The new policy, which remains unchanged, is to maintain

a liquidity buffer of between $350 million to $450 million. The policy permits the liquidity buffer to exceed the policy range where it is caused by temporary cash flow fluctuations.

Sustainability Linked Loans

During the year the Group restructured $140 million of its committed bank credit facilities to be Sustainability Linked Loans (SLLs). The facility fee pricing for the SLLs are linked

to the achievement of mutually agreed sustainability targets that span a 4 year period and meet the requirements of the Loan Market Association’s Sustainability Linked Loan

Principles (2021). There are five sustainability targets and the facility pricing can be reduced by a maximum of 8 basis points if all the sustainability targets are achieved and

increased by the same if the targets are not met.

11.4 Reserves

2022 2021

$ 000 $ 000

Cash flow hedge reserve

12,560 6,171

Foreign currency translation reserve

179 (115)

Reserves

12,739 6,056

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 subsidiaries in India and China 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

2022 2021

$ 000 $ 000

Opening balance

(2,694)(794)

Net loss attributable to minority interest

(2,223)(1,441)

Share rights charged to the income statement

- 93

Share rights vested

- (1,697)

Minority put options exercised

4,2271,145

Dividends paid to minority shareholders

(125)-

Closing balance

(815)(2,694)

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 share 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 shareholders held a 50% (2021: 50%) shareholding in ChocolateWorks and a 3% (2021: 11.5%) shareholding in TheMarket.com.

TheMarket.com share rights plan

Share rights were granted (June 2019) as a performance incentive to key executives in TheMarket.com (an online marketplace), collectively representing a 16% interest in

TheMarket.com. The share rights (160,000 rights) were divided into three equal tranches and were fully vested between June 2019 and March 2021. At the time of vesting the

shares were independently valued at $5.00 (June 2019), $6.37 (March 2020) and $11.53 (March 2021).

The share rights plan includes a put option which, if exercised, allows the participants to put their vested shares back to the Group until March 2024. When a put option is

exercised, the Group is required to purchase the TheMarket.com shares based on the fair value of the shares at that time. During the year participants exercised put options

representing 85,480 shares (2021: 44,520 shares) which were settled for a combined consideration of $1,715,933 (2021: $441,070).

Net debt in the table above excludes lease liabilities recognised under NZ IFRS 16 (refer note 10.2).

The Warehouse Group Integrated Annual Report 202280Financial Statements818081
Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 31 July 2022

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 forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas 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. 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.

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 31 July 2022

12.0 FINANCIAL RISK MANAGEMENT

12.2 Derivative financial instruments

CurrentNon currentTotal

2022 2021 2022 2021 2022 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Forward exchange contract assets

29,491 8,837 - 1,310 29,491 10,147

Forward exchange contract liabilities

(668)(4,353)- - (668)(4,353)

Derivative financial instruments

28,823 4,484 - 1,310 28,823 5,794

Classified as:

Cash flow hedges

17,444 7,262 - 1,310 17,444 8,572

Fair value hedges

11,379 (2,778)- - 11,379 (2,778)

Derivative financial instruments

28,823 4,484 - 1,310 28,823 5,794

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 as to 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.

+ 10 percent- 10 percent

Foreign currency sensitivity table

NoteAmountProfit Equity Profit Equity

At 31 July 2022

$ 000$ 000$ 000$ 000$ 000

Foreign currency trade creditors

8.3 (113,722)7,443 7,443 (9,098)(9,098)

Derivative financial instruments

Currency forward contracts - cash flow hedges

12.2 17,444 - (20,033)- 24,488

Currency forward contracts - fair value hedges

12.2 11,379 (7,413)(7,413)9,061 9,061

Total increase/(decrease)

30 (20,003)(37)24,451

At 1 August 2021

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

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 counterparty 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 counterparties to have a minimum Standard & Poor’s credit rating of at least A (2021: 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. Concentrations of credit risk exist when changes in economic, industry or geographical factors

similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure. 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. A review of the hedge policy

was performed towards the end of last year and as a result of this review some policy limits were amended in June 2021. The amended 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

2022 2021 2022 2021 2022 2021 2022 2021

$ 000$ 000$ 000$ 000CENTSCENTS%%

Currency forward contracts

Buy US dollars/Sell New Zealand dollars

28,823 5,794 397,213 410,086 0.6742 0.7049 68.9 70.9

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6290 (2021: $0.6966).

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

Note2022 2021 2022 2021 2022 2021 2022 2021

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Trade and other payables

8.3 480,596436,579 - - - - 480,596436,579

Derivatives - gross settled

(currency forward contracts)

- outflow

12.5 223,430 228,007 173,783 154,501 - 27,578 397,213 410,086

- inflow

(244,543)(226,957)(181,254)(159,357)- (28,713)(425,797)(415,027)

Financial liabilities and derivatives

459,483437,629 (7,471)(4,856)- (1,135)452,012431,638

The Warehouse Group Integrated Annual Report 202282Financial Statements83The Warehouse Group Integrated Annual Report 20228283
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 31 July 2022

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 31 July 2022

13.0 KEY MANAGEMENT17.0 CLOUD COMPUTING ARRANGEMENTS (continued)

14.0 COMMITMENTS

15.0 CONTINGENT LIABILITIES

16.0 RELATED PARTIES

17.0 CLOUD COMPUTING ARRANGEMENTS

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 (2021: 9) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

The impact on the primary financial statements of the change to the Group’s accounting policy in relation to cloud computing arrangements is detailed 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.

Significant judgements and estimates

The Group carried out a detailed assessment to quantify the impact of changing its accounting policy in relation to cloud computing arrangements. The review process was

complex and interpreting the IFRIC agenda decision required the Group to make judgements, estimates and assumptions to evaluate and reassess the nature of the software costs

incurred and to understand the Group’s contractual rights in relation to customisation and configuration expenditure. The review of software assets to identify and assess the

Group’s control over its cloud computing arrangements was jointly performed by the Group’s Finance and Information Technology teams.

The Group considered several factors to conclude on the appropriate accounting treatment. These factors included the nature and key terms of licence arrangements, ownership

of intellectual property rights, ability to restrict access to systems, ability to remove software applications from their current cloud environment and run them on alternative

environments, ability to determine when upgrades are applied and whether associated implementation activities were distinct from the software hosting arrangement. The Group

concluded that, with the exception of certain middleware integration software, it did not have control over all aspects of many of the Group’s cloud-based software solutions

including its Salesforce, Manhattan and Oracle systems and that the associated previously capitalised implementation costs should be expensed.

The Group is part way through a substantial multi-year programme to replace its core Information and Technology infrastructure systems moving away from being predominantly

‘on-premise’ to a cloud-based architecture.

In April 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 to configure or customise software in cloud computing arrangements can be recognised as

intangible assets only if they create an intangible asset that the Group controls. Implementation costs that cannot be capitalised as intangible assets are expensed as incurred,

unless they are paid to the providers of the cloud-based software as part of the wider hosting arrangement, in which case these upfront costs are recorded as a prepayment and

amortised over the expected term of the arrangement.

The Group previously capitalised costs incurred configuring and customising software in cloud computing arrangements as intangible software assets, as the Group considered

that it would benefit from these costs over the expected term of the arrangement. As a consequence of the IFRIC decision, the Group changed its accounting policy relating to

implementation costs for cloud computing arrangements resulting in a retrospective restatement of the Group’s financial statements. The result was a reduction in the carrying

value of intangible software assets by $63.6 million (2021: $39.8 million), and a corresponding reduction in the amortisation expense of $9.3 million (2021: $6.0 million) in the income

statement. The decrease in the amortisation expense was offset by the recognition of an expense for the configuration and customisation costs that were previously capitalised,

resulting in a net reduction in pre-tax profit of $15.9 million (2021: $11.6 million).

J W M Journee and R J Tindall each received fees of $13,750 (2021: $13,750) and D R Hamilton a fee of $7,563 in their capacity as directors of a Group subsidiary company

(TheMarket.Com Limited).

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:

Directors’ fees

2022 2021

$ 000$ 000

J Withers (Chair)

177 166

A J Balfour

112 98

W K Easton (resigned May 2022)

75 79

D R Hamilton

111 96

J W M Journee

98 86

J M Raue

116 101

R E Taulelei (appointed February 2021)

104 38

R J Tindall (appointed November 2020)

91 56

K R Smith (retired November 2020)

- 39

Sir Stephen Tindall (retired November 2020)

- 28

Total

884 787

2022 2021

$ 000$ 000

Standby letter of credit

17,500 -

Bank guarantees provided to landlords and the New Zealand Exchange Limited

456 456

Total contingent liabilities

17,956 456

Capital commitments

2022 2021

$ 000 $ 000

Within one year

17,628 16,858

Key management

Note2022 2021

$ 000$ 000

Base salary

7,157 7,271

Annual performance based compensation

- 3,858

Three year performance based compensation

1,629 3,325

Share-based compensation

11.5 - 35

Termination benefits

846 322

Total

9,632 14,811

52 week period ended 31 July 202252 week period ended 1 August 2021

Consolidated Income Statement

Before Policy Change in Previously Change in Restated

NoteChange Policy 2022 Reported Policy 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Employee expense

(56 4,791)(10,570)(575, 361)(573,734)(8,364)(582,089)

Depreciation and amortisation expense

2.2 (155,436)9,314 (146,122)(149,303)5,959(143,344)

Other operating expenses

( 27 7,176 )(14,636)(291,812)(244,255)(9,179)(253,434)

Operating profit

174,662 (15, 892)158,7702 81,114 (11, 5 8 4)269,530

Income tax expense

4.1 (39, 301) 4,450(34,851)(4 0,491)3,244 ( 37, 247 )

Net profit for the period

98,530 (11, 4 4 2)87,088116 , 210 (8,340)107, 8 70

Net profit for the period attribtable to shareholders

100,753 (11, 4 4 2)8 9, 311117, 6 51 (8,340)10 9, 311

Basic earnings per share

6.0 29.2 cents (3.3)cents25.9 cents 34.1 cents (2.4)cents31.7 cents

As at 31 July 2022 As at 1 August 2021

Consolidated Balance Sheet

Before Policy Change in Previously Change in Restated

NoteChange Policy 2022 Reported Policy 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Trade and other receivables - current

8.2 86,928 925 87,853 79,277 268 79,545

Trade and other receivables - non-current

8.2 - 11,66411,664- 4,408 4,408

Intangible assets

9.2 215,442 (63,617)151,825166,991 (39,812)127,179

Deferred taxation

4.3 74,939 14,28889,22786,120 9,838 95,958

Total assets

1,897,089 (36,740)1,860,3491,891,355 (25,298)1,866,057

Net assets

457,839 (36,740)421,099449,468 (25,298)424,170

Retained earnings

85,680 (36,740)48,94085,871 (25,298)60,573

Total equity

457,839 (36,740)421,099449,468 (25,298)424,170

52 week period ended 31 July 202252 week period ended 1 August 2021

Consolidated Statement of Cash Flows

Before Policy Change in Previously Change in Restated

Change Policy 2022 Reported Policy 2021

$ 000$ 000$ 000$ 000$ 000$ 000

Payments to suppliers and employees

(3,086,587)(33,120)(3,119,707)(3,040,261)(21,302)(3,061,563)

Net cash flows from operating activities

138,543(33,120)105,423247,261 (21,302)225,959

Purchase of property, plant and equipment and computer software

(140,589)33,120(107,469)(83,180)21,302(61,878)

Net cash flows from investing activities

(146,349)33,120(113,229)(83,229)21,302(61,927)

As at 2 August 2020

Consolidated Statement of Cash Flows

Previously Change in Restated

Reported Policy 2020

$ 000$ 000$ 000

Trade and other receivables - current

84,263 84 84,347

Trade and other receivables - non-current

- 834 834

Intangible assets

135,566 (24,470)111,096

Deferred taxation

101,805 6,594 108,399

Total assets

1,854,861 (16,958)1,837,903

Net assets

376,339 (16,958)359,381

Retained earnings

30,259 (16,958)13,301

Total equity

376,339 (16,958)359,381

The Warehouse Group Integrated Annual Report 202284Financial Statements85The Warehouse Group Integrated Annual Report 20228485
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 31 July 2022, 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 31 July 2022;

●●• 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.

In addition to our role as auditor, our firm carries out other services for the Group in the areas of executive remuneration benchmarking, access to general

training materials, agreed upon procedures at the Annual Shareholders’ Meeting, the calculations of the Negative Pledge Agreement, revenue and total assets

confirmation 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. The provision of these other services and relationships have 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

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

The carrying value of the Group’s inventory as at 31 July 2022 was

$562.3 million (2021: $457.2 million) with inventory provisions of $17.2

million (2021: $22.0 million).

To calculate the cost of inventory, the Group uses a weighted average

method and also includes expenditure incurred to purchase the

inventory and transport it to its current location. The Group measures

inventory at the lower of cost and net realisable value by deducting

a provision from the cost of inventory that 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. Due to the judgements

involved in estimating the inventory provisions and the significance of

the inventory balance, this is an area of focus for the audit.

Note 8.1 of the financial statements describe the accounting policy on

inventory and the judgements and estimates applied by management

to determine the inventory provision.

We performed the following procedures to audit the cost of inventory, on

a sample basis:

●●●• tested the accuracy of the weighted average cost calculation by

reperforming the calculation;

●●●• checked 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 stock variances have been appropriately recorded.

●●●On inventory provisions, we performed the following:

●●●• updated our understanding of inventory processes and assessed the

design and implementation of relevant inventory controls, especially

controls over the cyclical count process;

●●●• observed a sample of management’s stocktake procedures at selected

locations to confirm existence of inventory and 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;

●●●• performed a reasonableness test of the shrinkage provision by

comparing the amount 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 52 week period

and understood the rationale for material or unexpected changes; and

●●●• reviewed the financial statement disclosures against the accounting

standard requirements.

The Warehouse Group Integrated Annual Report 202286Financial Statements87The Warehouse Group Integrated Annual Report 20228687
Overall group materiality: $7.1 million, which represents approximately 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

applicable to the previous two periods. 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 within the Group based on

their financial significance and representing 93% 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

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 to 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

88The Warehouse Group Integrated Annual Report 202288Financial Statements89The Warehouse Group Integrated Annual Report 20228889
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

27 September 2022

v
At The Warehouse Group we are committed to

the highest standards of corporate governance.

We believe strong corporate governance is the foundation

of sustainable business creating long-term value for our

shareholders.

This governance report gives an overview of the policies and

processes that are in place throughout The Warehouse Group

Limited (the Company), which follow best-practice standards

of corporate governance.

In this section we introduce you to our Leadership Squad and

our Board of Directors, we share our Governance Statement,

Remuneration Policy, Directors’ and other governance

disclosures, information for shareholders, sustainability index

and a directory to help you contact us.

We support and comply with the NZX Corporate Governance

Code (the NZX Code). This statement generally follows the

structure of the NZX 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 27 September 2022 and is current as at that date.

The Company’s constitution, the Board and committee charters,

codes and policies referred to in this statement can be viewed at

www.thewarehousegroup.co.nz/about-us/corporate-governance

GOVERNANCE REPORT

91The Warehouse Group Integrated Annual Report 202290Governance Report

Sarah Kearney Chief Digital Officer
Sarah is responsible for the development of

our strategic eCommerce and digital customer

experience across our The Warehouse, Warehouse

Stationery and Noel Leeming brands, as well as

sharing her passion for customer engagement

through innovation, transformation and data with

The Warehouse Group team.

Ian Carter Chief Store Operations Officer

Ian is responsible for developing and implementing

store operation strategies for The Warehouse,

Warehouse Stationery and Noel Leeming that deliver

great in-store experiences for our customers and team

while maximising store sales and profitability.

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 for ensuring that the

Group is the best place to work in New Zealand for

all our team members.

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/Executive Chair

TheMarket.com

Simon is the CEO of our outdoor adventure brand

Torpedo7 and is responsible for profitably building

the business post its turnaround stage, along with

supporting TheMarket.com team to achieve its

aspirations in the digital future of shopping.

Our Leadership Squad (LS) works

individually and collectively to ensure

our business is positioned for continued

success and is able to take advantage

of future opportunities, while mitigating

challenges as they arise.

Our Leadership Squad is a group of highly qualified

and diversely experienced individuals who leverage a

“collective leadership model” through co-sponsorship

of business areas. This model focuses on working

together to lead the business forward in an ever-

changing environment, while enabling team members

to perform at their best.

Nick Grayston Chief Executive Officer

Nick’s role as leader of the business means he is

focused on building a sustainable and profitable

organisation, driving operational turn around and

leading a high-performing team, all by putting our

customers at the heart of everything that we do. Under

agile, his role has changed from traditional command

and control to servant leadership: setting the vision

and then enabling execution by removing blockages.

Jonathan Oram Chief Financial Officer

Jonathan is responsible for processes that drive the

allocation of resources, performance and reporting

across the Group. His responsibilities include business

planning, finance functions, legal and risk, property

and the Group B2B operations.

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.

This includes our end-to-end supply chain

transformation and network redesign.

Jonathan Waecker Chief Customer and Sales Officer

Jonathan is responsible for maximising customer

experiences and sales within The Warehouse,

Warehouse Stationery and Noel Leeming brands.

In addition, he is responsible for attracting, engaging

and retaining customers through marketing,

communications, customer experience and

eCommerce activities, leading brand strategy and

driving customer engagement across the Group’s

portfolio of brands.

LEADERSHIP SQUAD

Left to right:

Rear: Edwin Gear, Jonathan Oram, Nick

Grayston, Richard Parker, Ian Carter

Front: Simon West, Sarah Kearney, Tania

Benyon, Jonathan Waecker

Absent: Justus Wilde

The Warehouse Group Integrated Annual Report 202292Leadership Squad9393

OUR BOARD
Robert Tindall BA, BSc

Non-Executive Director

Robbie was elected as a Director of the

Group in November 2020, having previously

been Sir Stephen Tindall’s alternate since

2017. He studied Arts and Science at the

University of Auckland before spending

eight years at The Warehouse in various

merchandise and buying roles.

Since 2011 Robbie has been an Investment

Director at K One W One Limited, a family

investment company, where his exposure

to some of New Zealand’s most exciting

technology and innovation companies sees

him uniquely placed in understanding a

broad range of technology trends as they

come to market. Robbie is also a Trustee of

The Tindall Foundation.

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

John Journee BCom, CFinstD, MAICD

Independent 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

• Environmental and Social Sustainability

Committee

• TheMarket.com Limited Board

OTHER DIRECTORSHIPS

• Vanishing Point Limited

• Farmlands Society

• Colonial Motor Company Limited

• Quantiful Limited (Member,

Advisory Board)

• West Auckland Trust Services Limited

Julia Raue CMinstD, GAICD

Independent Non-Executive Director

Julia has extensive digital, customer, data,

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

seven years, holding governance roles

across a range of sectors including media,

broadcasting, energy, retail, insurance,

technology and healthcare. She has

previously held Director positions at

Television New Zealand Limited and

Z Energy Limited. Prior to governance,

Julia was the Chief Information Officer

of Air New Zealand, and in 2009 she was

awarded the New Zealand CIO of the

Year award.

INTERNAL

• Health, Safety and Wellbeing

Committee (Chair)

• Audit and Risk Committee

• Environmental and Social Sustainability

Committee

OTHER DIRECTORSHIPS

• Jade Software Corporation Limited

• Southern Cross Medical Care Society

• Southern Cross Healthcare Limited

• Trustee - Southern Cross Health Trust

• Trustee – Global Women NZ

Joan Withers MBA, CFinstD

Chair & Independent Non-Executive

Director

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. She is also cofounder and

a director of On Being Bold Ltd, a group of

senior businesswomen working to help NZ

women fulfil their career potential in tandem

with enjoying a fulfilling personal life.

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

• On Being Bold Limited

Antony (Tony) Balfour BCom

Independent Non-Executive Director

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 development 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 sites, and

nine years in global senior roles with Nike,

including General Manager of Asia Pacific.

Tony’s governance career has included

Independent Director roles at Silver

Fern Farms, Methven Limited, Les Mills

International and RealNZ.

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

• RealNZ Limited

• BLIS Technologies Limited

• Pioneer Energy Limited

Dean Hamilton BCA

Independent Non-Executive Director

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 mergers and acquisitions,

capital management, corporate

restructuring and capital raising.

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

Rachel Taulelei LLB

Ngāti Raukawa ki te Tonga, Ngāti Rārua

Independent Non-Executive Director

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 cofounder of business design and brand

strategy firm Oho.

Rachel has held a number of governance

roles, with a particular expertise in primary

industries. She presently chairs Moana NZ

and the Wellington Regional Stadium Trust,

serves as a director on the board of Sealord

and ANZCO Foods Ltd, is a member of the

APEC Business Advisory Council and acts

as an advisor to venture capital firm Movac.

INTERNAL

• Environmental and Social

Sustainability Committee (Chair)

• People and Remuneration Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• New Zealand APEC Business Advisory

Council (Chair)

• Wellington Regional Stadium Trust

(Chair)

• Moana NZ (Chair)

• Sealord Group Limited

• ANZCO Foods Ltd

• Advisor - Movac

• Limited Partner, Movac Fund 5 LP

Caroline Rainsford BCom

Independent Non-Executive Director

Appointed: August 2022

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.

INTERNAL

• Health, Safety and Wellbeing

Committee

The Warehouse Group Integrated Annual Report 20229495Our Board

Relevant Board Skills to execute Group Strategy
Joan

Withers

John

Journee

Robbie

Tindall

Julia

Raue

Tony

Balfour

Dean

Hamilton

Rachel

Taulelei

Caroline

Rainsford

Industry specific

Operational experience in the retail industry

Brand, marketing and customer experience

Integrated 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

Community and Iwi relationships

Shareholder and investor relations experience

Primary skills

Secondary skills

BOARD SKILLS MATRIX

Governance plays a critical role in business. All business 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, including highly relevant capability in governance processes with a diverse

mix of skills among the Directors. There is a high concentration of skills in areas that will drive the Group to achieve our strategy through great execution, brand marketing

and customer experience.

The Board

The Board comprises eight directors: Joan Withers (Chair), Dean Hamilton, John

Journee, Tony Balfour, Robbie Tindall, Julia Raue, Rachel Taulelei and Caroline

Rainsford. Director profiles are available on pages 94 and 95.

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

• 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, Rachel Taulelei and Caroline Rainsford 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.

“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 judgement. We fulfil this purpose in

a way that is consistent with the Board and Management’s fiduciary duties and the

stewardship of the Company on behalf of shareholders.

The Board Charter, last approved in September 2022, is available in the Corporate

Governance section of the Company’s website, and sets out how the Board will achieve

its purpose. The updated Charter includes a new expectation that Directors hold shares

in the Company. The number of shares to be held will be as specified by the Board from

time to time, and the shareholding may be acquired over a five-year period.

The Charter is reviewed at least every two years. The Board’s key responsibilities

contained in the Charter are covered in the below table.

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 their remuneration;

annually review, approve and adopt the Diversity and Inclusion

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 reasonably practical, 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.

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 102-103.

The Warehouse Group Integrated Annual Report 202296The Warehouse Group Integrated Annual Report 202296Board Skills Matrix97

BOARD COMPOSITION AND PERFORMANCE

BOARD COMPOSITION AND PERFORMANCE

Name of DirectorOriginally AppointedLast Reappointed/Elected
Joan Withers23 September 201622 November 2019

Julia Raue23 September 201622 November 2019

Antony (Tony) Balfour15 October 201226 November 2021

John Journee17 October 201326 November 2021

Dean Hamilton20 April 202027 November 2020

Robbie Tindall

27 November 202027 November 202027 November 202027 November 2020

Rachel Taulelei12 February 2021

26 November 202126 November 2021

Caroline Rainsford30 August 2022

Future Directors Programme

Continuing the Company’s commitment to supporting the next generation of

governance talent in New Zealand as part of the Future Directors initiative administered

by the New Zealand Institute of Directors, the Board appointed Caroline Rainsford as

our Future Director in August 2021. She has subsequently been appointed as a Director

of the Company, effective August 2022.

Board Structure, Skills and Composition

The Board comprises Directors with a mix of qualifications, skills and experience

appropriate to the Company’s operations and strategic directions. The qualifications

and experience of individual Directors are detailed on pages 94 and 95.

A comprehensive matrix of Director skills is on the preceding page. In line with Board

succession planning, Board composition has been refreshed in recent years.

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.

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.

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

• 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

• Julia Raue

• John Journee

• Joan Withers

• Group CEO

At least four times

each year.

CORPORATE GOVERNANCECORPORATE GOVERNANCE

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. The

current committee structure is set out in the table below.

The Warehouse Group Integrated Annual Report 202298Corporate Governance99

Tenure

0-3 years

4-6 years

7+ years

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

Number of Meetings

13642494

Joan Withers

13642494

Tony Balfour

13

3

1

4221

1

4

John Journee

1363

1

44

Robbie Tindall

13

3

1

4239

Will Easton

2

9

1

1

32

Dean Hamilton

1261

1

249

Julia Raue

13644

Rachel Taulelei

13

4

1

441

1

4

1

Non-committee member in attendance

2

Resigned from Board in May 2022

BOARD MEETINGS AND ATTENDANCE

The table below outlines the number of meetings of the Board and Board Committees during the year ended 31 July 2022 and Director attendance at these meetings.

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.

Material Risks Identified

Information on material risks the business faces and how they are managed are outlined

on pages 34 and 35.

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 46 to 49.

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.

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.

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 2022 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 auditor's 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.

The Warehouse Group Integrated Annual Report 2022100Corporate Governance101
Areas of

Focus

ObjectiveTargetActual as at 31 July 2022

Gender

Improve

representation of

women at senior

levels of business

50% of senior leadership

roles held by women

20212022

Female representationFemaleTotalFemaleTotal

Board3837

Executive2 12210

Direct report to executive

team

30602548

Other*

*199 were non-disclosed

6,21411,0696,36011,142

Gender

composition of

Directors and

Officers

Disclosure on self-identification of

gender where members identify as:

FemaleMaleGender Diverse

Board3 40

Executives280

100% Gender

pay equity*

Category

Number of Employees in each

category

Median Pay RatioGender Pay Gap

TWG - Total11,200100%0%

TWG Leadership5890%10%

SSO Agile1,00399%1%

SSO Non-Agile51579%21%

Stores8,668103%-3%

Distribution956100%0%

Age

Other*

*106 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 FY22 we launched our Whakatupu Te Kākano Māori courses, tuatahi and tuarua in partnership

with MIT, which as the name translates to is about growing the seed of te reo in our employees.

We also launched our TupuToa internships, increasing the frequency of te reo on instore radio

and among our leadership group as well as recognising Matariki and Māori Language Week.

In FY23 we aim to continue growing our cultural competency and embed this into our everyday

business practices. We will continue to celebrate Māori culture through Matariki and Māori

Language week, along with engaging with our partners in Te Kaa, our Whakatupu Te Kākano Māori

courses, TupuToa and REA Foundation.

Diversity

and

Inclusion

Develop and

celebrate our

diversity

Senior Managers complete

unconscious bias training and

managing diversity in the workplace

workshops

Launch annual Diversity and Inclusion

survey to build D&I understanding

and demographic make-up

D&I communities to be established

across the Group to support initiatives

close to our team members' hearts

Re-launched Lean in Circles to empower wāhine (women) through peer-to-peer mentoring and

support networks.

Celebrations: Auckland Pride Month, International Women’s Day, Wellbeing Week with a focus on

mental health, Gumboot Friday, Pink Shirt Day.

Partnership with Brain Badge and Altogether Autism to champion diverse thinking.

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

this 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 FY22 we 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 whole selves to work.

Age representationUnder 30 years old30-50 years oldOver 50 years old

Board

#

-

25

-

46

-

5,4683,7502,018

%

-

29%71%

-

40%60%

-

48%33%

311765%35%

18%

%%##

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.

CORPORATE GOVERNANCECORPORATE GOVERNANCE

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 Group CEO and the CFO. The Group 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 31 July 2022, 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 the 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.

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 31 July 2022 the

Board is satisfied that the Company achieved its gender diversity objectives and other

measurable objectives. Details regarding the Company’s Diversity and Inclusion Policy,

goals and performance criteria are detailed on the next page.

ENGAGING WITH OUR INVESTORS

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;

• 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). The 2022 ASM will be held on 25 November 2022. The Notice

of Meeting will be circulated as soon as possible (at least 20 working 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

*undisclosed gender

data is not included.

The Warehouse Group Integrated Annual Report 2022102Statutory Disclosures103
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 measures are based on achieving Group EBIT budget

(excluding STI).

70% x 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 capabilities.

30% x 120%

Long-Term Incentive

(LTI) for the 3 years

ending 2022

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

Ta xab l e

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,5131031,6168771,0751,9523,568

YearGroup CEOTotal Earnings Paid BaseTaxable BenefitsSTISTI as % of MaximumLTI

2022Nick Grayston3,5681,51310387797%1,075

2021Nick Grayston2,3781,46169 --848

2020Nick Grayston2,8621,46197--1,304

2019Nick Grayston1,9721,4356647148%-

2018Nick Grayston2,2371,4155476896%-

REMUNERATION REPORT

1. CEO remuneration 2022 ($ 000s)

2. 5 year summary of CEO remuneration ($ 000s)

3. Breakdown of pay for performance (2022)

Explanation of the above items

1. The 2022 Long-Term Incentive (LTI) value above relates to FY19–FY21 but was paid in FY22. The FY20-FY22 LTI and FY22 STI will be paid in FY23.

2. The actual remuneration paid includes holiday pay paid as per NZ legislation.

3. Taxable benefits are the value of employer KiwiSaver contributions.

4. 5 year summary of Total Shareholder Return performance

TOTAL SHAREHOLDER RETURN (TSR)

STATUTORY DISCLOSURESSTATUTORY DISCLOSURES

Year Invited% of SalarySettlementPerformance PeriodMeasure

FY1950%CashAugust 2018 to July 2021Three-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.

FY2350%CashAugust 2022 to July 2025 Absolute TSR^ against the Company’s cost of equity plus 1% over a three-year performance period.

DescriptionPerformance Measures

1. TSR MethodologyTotal 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 2022. 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 $1,588 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 90% of 2023 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 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.

* 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%.

^ TSR measure ensures Mangement’s long-term incentives are more closely aligned to shareholder outcomes.

REMUNERATION REPORT (CONTINUED)

5. Potential CEO remuneration (2023)

BASE

FY18FY19FY20FY21FY22

BASE + ON TARGET

INCENTIVES

4000

50%

50%

70%

90%

3000

30%

1000

-10%

2000

10%

0

-30%

100%

50%

LTI

STI

BASE

Base Package 2023Pay for Performance at Target 2023

$ 000Salary

Taxable

BenefitsSubtotalSTILTISubtotalTotal Remuneration

Nick Grayston1,588481,6367947941,5883,224

6. CEO LTI Grants

7. Required disclosures per guidelines

25%

25%

Financial Year 2018 (FY18)3.3%

Financial Year 2019 (FY19)20.2%

Financial Year 2020 (FY20)-6.1%

Financial Year 2021 (FY21)74 .9%

Financial Year 2022 (FY22)2.5%

The Warehouse Group Integrated Annual Report 2022104Statutory Disclosures105
Remuneration

($ 000)

Number of

Team Members

100 - 110134

110 - 120127

120 - 130109

130 - 14081

140 - 15056

150 - 16051

160 - 17023

170 - 18032

180 - 19038

190 - 20021

200 - 21016

210 - 22012

220 - 23012

230 - 2407

240 - 2509

250 - 2601

260 - 2705

270 - 2803

280 - 2901

Remuneration

($ 000)

Number of

Team Members

290 - 3002

300 - 3106

310 - 3201

320 - 3304

330 - 3407

340 - 3503

350 - 3601

360 - 3701

370 - 3801

380 - 3903

390 - 4002

400 - 4101

420 - 4301

460 - 4701

490 - 5002

500 - 5101

510 - 5201

530 - 5401

550 - 5601

Remuneration

($ 000)

Number of

Team Members

560 - 5701

640 - 6501

650 - 6601

680 - 6901

700 - 7101

720 - 7301

760 - 7701

810 - 8201

860 - 870 1

930 - 9401

970 - 9801

1,270 - 1,2801

1,360 - 1,3701

1,380 - 1,3901

1,420 - 1,4301

1,700 - 1,7101

3,560 - 3,5701

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.

as at 1 Jan 2021

Fees changed

as at 1 Dec 2021

Board/Committee NamePositionFees (Per Annum)Fees (Per Annum)

Board of Directors

Chair $166,000

1

$182,600

1

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 attendances at committee meetings

DIRECTORS' REMUNERATION

The current Directors’ fee pool limit is $990,000 which was approved by the shareholders at the 26 November 2021 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 their role. The Chair and Deputy Chair

(if applicable) do not receive additional fees for membership of other Board committees.

ACTUAL DIRECTOR REMUNERATION 2021/22

Name of Director

Board

Fees

1

Audit

and Risk

Committee

1

People and

Remuneration

Committee

1

Corporate

Governance

and Nomination

Committee

Disclosure

Committee

Health, Safety

and Wellbeing

Committee

1

Environmental

and Social

Sustainability

Committee

5

Other

Committees

Shares

and Other

Payments

or Benefits

Total

Individual

Remuneration

Joan Withers (Chair)

$177,067

(Chair)

-

(member)

-

(member)

-

(Chair)

-

(member)

-

(member)

-

(member)

-- $177,067

Tony Balfour $84,175 -

$23,333

(Chair)

-

(member)

-

-

(member)

$4,400

(member)

-- $111,908

William Easton

(retired May 2022)

$69,675 -

$5,300

(member)

--

-

(member)

--- $74,975

Dean Hamilton

4

$84,175

$26,667

(Chair)

-

-

(member)

-

(member)

-

(member)

--- $110,842

Julia Raue $84,175

$9,167

(member)

- -

$18,333

(Chair)

1

$4,400

(member)

-- $116,075

Rachel Tulelei $84,175 -

$6,400

(member)

--

-

(member)

$13,333

(Chair)

--$103,908

John Journee

3

$84,175

$9,167

(member)

-- -

-

(member)

$4,400

(member)

--$97,742

Robbie Tindall

2

$84,175 -

$6,400

(member)

-

(member)

-

(member)

-

(member)

--- $90,575

1

Chair, director and member fees increased from 1 December 2021.

2

Robbie Tindall received an additional fee of $13,750 as a director of subsidiary company TheMarket.com Limited.

3

John Journee received an additional fee of $13,750 as a director of subsidiary company TheMarket.com Limited.

4

Dean Hamilton received an additional fee of $7,563 as a director of subsidiary company TheMarket.com Limited.

5

Environmental and Sustainability Committee Chair and members paid from 1 December 2021 only.

The fees paid to non-executive Directors for services in their capacity as directors during the year ended 31 July 2022 totalling $883,092 were paid as follows:

STATUTORY DISCLOSURESSTATUTORY DISCLOSURES

The Warehouse Group Integrated Annual Report 2022106107Statutory Disclosures
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 31 July 2022:

ANTONY (TONY) BALFOUR

Director and Shareholder, Les Mills International Limited

Director, RealNZ Limited

Director, BLIS Technologies Limited

Director, Pioneer Energy 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 Healthcare Limited

Trustee, Southern Cross Health Trust

Director, Southern Cross Health Society

Director, Southern Cross Pet Insurance Limited

Director, Southern Cross Benefits Limited

Director, Rowdy Consulting Limited

Chair, NZ Rugby Appointments and Remuneration Committee

Trustee, Global Women

Member, Auckland Rugby Appointments Committee

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 and Shareholder, Fulton Hogan Limited

Director and 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

Member, APEC Business Advisory Council

Chair, Wellington Regional Stadium Trust

Advisory Board Member, Movac

Limited Partner, Movac Fund 5 LP

Director, RLaw Limited

Director, Oho 2021 Limited

Director, ANZCO Foods Limited

Director and Chair, Aotearoa Fisheries Limited t/a Moana New Zealand

Director, Pupuri Taonga Limited

Director, Kura Limited

Director, Sealord Group Limited

Trustee, Katihiku Trust

Director, AFL Investments Limited

Director, CWBG Limited

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 31 JULY 2022

At 31 July 2022 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

202220212022202120222021

D Hamilton 1,493,0571,493,057

J Journee 172,000172,000

J Raue 15,00015,000

R J Tindall 4,8004,80093,721,18493,721,184

J Withers80,41968,4191,493,0571,493,057

T Balfour1,015,8751,015,875

Share Transaction

Date of

Transaction

Number of

Ordinary shares

Acquired/

(Disposed)Consideration

J Withers October 202112,000

On market purchase

of shares at an

average price of

$4.11 per share

Number of

Ordinary Shares

Percentage of

Ordinary Shares

Sir Stephen Robert Tindall93,687,096 27.01 

The Tindall Foundation Inc73,920,496 21.31 

James Pascoe Limited69,333,940 19.99 

New Zealand Depository Nominee Limited <A/C 1 Cash Account>5,123,048 1.48 

National Nominees Limited – NZCSD <NNLZ90>4,551,703 1.31 

BNP Paribas Nominees (NZ) Limited – NZCSD <BPSS40>4,016,856 1.16 

Forsyth Barr Custodians Limited <1 CUSTODY>3,941,571 1.14 

Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>3,924,587 1.13 

Stephen Robert Tindall & John Richard Avery & Brian Mayo-Smith <SR Tindall Family A/C>3,778,149 1.09 

Custodial Services Limited <A/C 4>3,724,462 1.07 

Robert George Tindall & Stephen Robert Tindall & Pupuke Trustee Limited <Tindall A/C>3,455,103 1.00 

HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>3,132,542 0.90 

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD <SUPR40>2,988,602 0.86 

HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD <HKBN45>2,537,155 0.73 

Accident Compensation Corporation – NZCSD <ACCI40>1,583,127 0.46 

FNZ Custodians Limited1,264,600 0.36 

Hobson Wealth Custodian Limited <Resident Cash Account>1,217,040 0.35 

Simplicity Nominees Limited – NZCSD999,208 0.29 

Stephen Robert Tindall & John Richard Avery & Brian Mayo-Smith <MERANI A/C>752,798 0.22 

TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>708,1620.20 

284,640,24582.07% 

1

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 31 July 2022 total holdings in NZCSD

were 25,960,477 or 7.48% of shares on issue.

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 31 JULY 2022

STATUTORY DISCLOSURESSTATUTORY DISCLOSURES

The Warehouse Group Integrated Annual Report 2022108109Statutory Disclosures
Size of ShareholdingNumber of Shareholders PercentageNumber 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 31 JULY 2022

Relevant InterestDate 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 31 July 2022, the substantial product holders in the Company and their relevant

interests are noted below:

CompanyDirectors

1-Day Liquor Limited J Oram 

Bond and Bond Limited B Moors, J Oram 

Boye Developments Limited B Moors, J Oram 

Eldamos Investments Limited B Moors, J Oram 

Eldamos Nominees Limited J Oram 

Noel Leeming Finance Limited B Moors 

Noel Leeming Financial Services Limited B Moors, J Oram 

Noel Leeming Furniture Limited B Moors, J Oram 

Noel Leeming Limited B Moors, J Oram 

The Book Depot Limited J Oram 

TheMarket.com Limited N Grayston, J Journee, R Tindall, J Oram, D Hamilton 

The Warehouse Card Limited J Oram 

The Warehouse Group Support Services Limited J Oram 

The Warehouse Investments Limited J Oram 

The Warehouse Limited N Grayston, J Oram, T Edwards (R) 

The Warehouse Nominees Limited B Moors, J Oram 

TWGI Operations Limited J Oram 

Torpedo7 Limited T Edwards (R), S West, J Oram 

TWGA Pty Ltd I McGill, B Moors, J Oram 

TWL Australia Pty Limited I McGill, B Moors, J Oram

TWP No.1 Limited J Oram, N Tuck (R) 

TWP No.4 Limited B Moors, J Oram 

TWP No.5 Limited B Moors, J Oram 

ChocolateWorks NZ Limited N Craig, A Razey, H Vetsch, K McKenzie, M Anderson (R), S Smith (R)  

Warehouse Stationery Limited B Moors 

Lincoln West Limited K Gardiner, G Helsby, G Lane, J Oram 

Farran (Nine) Limited K Gardiner, G Helsby, G Lane, J Oram 

The Warehouse Planit Trustees Limited J Withers 

The Warehouse Management Trustee Company Limited J Withers, A Balfour, D Hamilton 

The Warehouse Management Trustee Company No.2 Limited J Withers, A Balfour, D Hamilton 

TW House Sourcing Private Limited (India) K Kramer, T Benyon, M Anderton, C Srinivasan

The Warehouse (Shanghai) Trading Company Limited  K Kramer, T Benyon, M Anderton

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 31 July 2022. Those who retired during the year are indicated with an (R).

STATUTORY DISCLOSURESSTATUTORY DISCLOSURES

The Warehouse Group Integrated Annual Report 2022110GRI Report111
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 31 July 2022 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 $106k (2021 $499,390) 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 27 September 2022 the Directors declared a fully imputed final dividend of 10.0 cents

per share bringing the total dividend for the year to 20.0 cents per share. The dividends

will be fully imputed at a rate of 28.0% and will be paid on 2 December 2022 to all

shareholders on the share register at the close of business on 17 November 2022.

AUDITOR

PricewaterhouseCoopers have continued to act as auditors of the company and have

undertaken the audit of the financial statements for the 31 July 2022 year.

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.

Dividends20222021202020192018

Interim 10.013.09.09.010.0

Special-5.0---

Final10.017.50.08.06.0

Total20.035.50.017.016.0

InitiativesAssociations

Environmental

• Paris Agreement

• Climate Leaders Coalition 2019 Statement

• Toitu Carbonzero

• Low Emissions Heavy Freight Working Group

• Carbon Disclosure Project (CDP)

• 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

• BSR - Her Project

https://herproject.Org/

• Tupu Toa

• HRNZ

• ShopCare

• Lean In NZ

• Brain Badge

• Rainbow Tick

Product Sourcing

and Development

• Better Cotton Initiative

https://bettercotton.org/

• Forest Stewardship Council

https://fsc.org/en

• New Zealand Business Round Table in China (NZBRiC)

• Business for Social Responsibility (BSR)

Other

• Building industry inclusion on the content of Vocational Education

with Services Workforce Development Council (WDC).

• Providing of Vocational Education training through Te Pukenga

• Working with MBIE on Future of Work

• Advocacy work across many proposed legislation changes by

Retail NZ

• Retail NZ

• Tertiary Eduction Commission / WDC

• Te Pukenga

• Service IQ / ITO

• New Zealand Business and Parliamentary Trust

• Business NZ

• NZ Marketing Association

• Digital Boost Alliance Aotearoa

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.

* 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 make sustainable living easy and affordable for

everyone. We are committed to providing customers with sustainable and affordable

products, packaging and circulatory solutions, and to increase the sustainability of

our own operations by reducing waste and emissions. The Global Reporting Initiatives

(GRI) Framework is an open and transparent way we can report on our progress on this

ambition to our stakeholders.

This is the second year we have reported on the Environment, Social and

Governance (ESG) topics which are material to The Warehouse Group through

the GRI reporting framework.

We have maintained our view of material topics, which was determined in FY21 in our

first year of GRI Reporting through an internal and external stakeholder mapping

exercise. We interviewed a variety of stakeholders including customers, employees,

suppliers, shareholders and business customers to determine a materiality assessment

of economic, environmental, social and governance issues which are most important

to our stakeholders. 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.

GLOBAL REPORTING INITIATIVES (GRI)

MATERIALITY ASSESSMENT

Value at stake reflects the impact on the economy, environment, and/or society which

can lead to consequences for the organization’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.

We have applied the GRI reporting principles, including consideration of Stakeholder

Inclusiveness, Sustainability Context, Materiality, and Completeness, when deciding

what topics and content to include in this report.

The report has been internally reviewed, supported by evidence, signed off by

management, and approved by the Board. The Warehouse Group has engaged Ernst

& Young (‘EY’) to provide limited assurance over the metrics within the Group’s GRI

Disclosures, specifically in relation to 305 (Emissions) and 306 (Waste). Refer to page 115

for this audit report.

Importance to

stakeholders

High• GHG emissions

• Waste & hazardous materials management

• Business ethics*

• Child labour & exploitive labour

• Physical impacts of climate change & 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 & wastewater managements

• 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, & community relations

• Employee health & safety

• Customer privacy

• Data security*

• Energy management

• Employee engagements, diversity and inclusion

• Labour practices & employee training

• Product design & Lifestyle management

• Competitive behaviour*

LowHigh

Value at Stake – economic, environmental and social impacts

GRI REPORT

Holders of each class of equity security as at 31 July 2022

Class of equity security

Number of

Holders

Number of

Shares or Rights

Ordinary shares9,936346,843,120

STATUTORY DISCLOSURES

The Warehouse Group Integrated Annual Report 2022112113GRI Report
Indicator

GRI 102:

DisclosureReference in this

Annual Report

Omission or

External Reference

102-1Name of the organisationThe Warehouse Group

102-2Activities, brands, products, and servicesPag 15-25

102-3Location of headquartersPage 115

102-4Location of operationsPage 15-25, 37, 115

102-5Ownership and legal formPage 66

102-6Markets servedPage 15-25

102-7Scale of the organisationPage 15-25: Store map and brands

Page 46: Our People

Page 50-52: Financial Capital

Page 62: Consolidated Income Statement

Page 63: Consolidated Balance Sheet

Page 68-69: Note 2.0, Segment Note

Page 101: Celebrating Diversity and Inclusion

102-8Information on employees and other workersPage 46-49: Our People

Page 101: Celebrating Diversity and Inclusion

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 chain

Page 36-37: Our Networks

Page 44-45: Our Relationships

102-10Significant changes to the organisation and its supply chainNone

102-11Precautionary Principle or approach

Page 34-35: Risk and Materiality

Page 96-101: Corporate Governance

102-12External initiativesPage 110

102-13Membership of associationsPage 110

102-14Statement from senior decision-makerPage 6-9: Chair and CEO Report

102-16Values, principles, standards, and norms of behaviourPage 10

102-18Governance structurePage 91-99

102-40List of stakeholder groups

Page 40-49: Customers, Relationships, People

Page 107: 20 largest shareholders

Page 111: Stakeholders considered in GRI materiality matrix

102-41Collective bargaining agreementsPage 46: Our People

102-42Identifying and selecting stakeholders Page 111

102-43Approach to stakeholder engagement Page 111

102-44Key topics and concerns raised

Page 40-43: Our Customers

Page 44-45: Our Suppliers, Our Investors

Page 46-49: Our People

102-45Entities included in the consolidated financial statements Page 66: Note 1.3

102-46Defining report content and topic boundaries Page 111

102-47List of material topics Page 111

102-48Restatements of information None

102-49Changes in reporting None

102-50Reporting period 2 August 2021 to 31 July 2022

102-51Date of most recent report 1 August 2021

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), Page 111

102-55GRI content index Page 112-114

102-56External assurance

• The disclosures under GRI Standards 102-5, 102-7 (in part), 102-40 (in part) 102-45 are covered by the

external audit of the financial statements by PricewaterhouseCoopers, but these are not audited in

accordance with GRI. Refer to pages 84-89 for this audit report.

• GRI Standards 305 and 306 have been externally assured with limited assurance by Ernst & Young.

Refer to page 115 for this audit report.

• Carbon and energy emissions are obtained from Toitū certified emissions data. Refer to The Warehouse

Group 2022 Emissions Inventory Report.

IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

GRI 205: Anti-corruption (2016)

103Management ApproachPage 34, 46-49, 100

205-2Communication and training about anti-corruption policies and

procedures

Page 48

205-3Confirmed incidents of corruption and actions takenThere have been four bribery incidents

of note from external suppliers during

the year ended 31 July 2022, and these

vendors have been removed from our

supply chain.

GRI 206: Anti-competitive Behaviour (2016)

103Management ApproachPage 34, 99, 100

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

GRI 302: Energy (2016)

103Management ApproachPage 28-29, 32-33, 98

302-1Energy consumption within the organisationPage 56

Refer to The Warehouse Group 2022 Emissions

Inventory Report.

302-3Energy intensityPage 56

302-4Reduction of energy consumptionPage 56

GRI 305: EMISSIONS 2016

103Management ApproachPage 28-29, 32-33, 98

305-1Direct (scope 1) GHG emissionsPage 55, 57-58

Refer to The Warehouse Group 2022 Emissions

Inventory Report.

305-2Energy indirect (Scope 2) GHG emissionsPage 55, 57-58

305-3Other indirect (Scope 3) GHG emissionsPage 55-58

305-4GHG emissions intensityPage 57

305-5Reduction of GHG emissionsPage 55, 57-58

GRI 306: WASTE 2020

103Management ApproachPage 28-29, 32-33, 98

306-1Waste generation and significant waste-related impactsPage 55, 58

Refer to The Warehouse Group 2022 Emissions

Inventory Report.

306-2Management of significant waste-related impactsPage 54-58

306-3Waste generatedPage 58

306-4Waste diverted from disposalPage 55, 58

306-5Waste directed to disposalPage 58

GRI 307: ENVIRONMENTAL COMPLIANCE (2016)

103Management ApproachPage 28-29, 32-33, 98

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 44-45

308-2Negative environmental impacts in the supply chain and actions takenPage 44-45, 56

The Warehouse Group Ethical Sourcing Policy

GENERAL DISCLOSURES

ECONOMIC

ENVIRONMENTAL

GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEXGLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX

Ernst & Young Report115The Warehouse Group Integrated Annual Report 2022114
IndicatorDisclosureReference in this

Annual Report

Omission or

External Reference

GRI 403: OCCUPATIONAL HEALTH AND SAFETY 2018

103Management ApproachPage 48-49, 96, 98-99

403-6Promotion of worker healthPage 46-49

403-9Work-related injuriesPage 48-49

GRI 404: TRAINING AND EDUCATION 2016

103Management ApproachPage 32-33, 46-49

404-1 Average hours of training per year per employeePage 48

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

Programs for upgrading employee skills and transition assistance

programs

Page 47-48

GRI 405: DIVERSITY AND EQUAL OPPORTUNITY 2016

103Management ApproachPage 32-33, 46-49, 96, 98, 100

405-1Diversity of governance bodies and employeesPage 101

405-2Ratio of basic salary and remuneration of women to menPage 101

Information on salary and remuneration by

employee category is not yet available. We will

endeavour to work on this reporting in the future.

GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING 2016

103Management ApproachPage 44-45, 100

The Warehouse Group Ethical Sourcing Policy

407-1

Operations and suppliers in which the right to freedom of association

and collective bargaining may be at risk

Page 44-45

GRI 408: CHILD LABOUR 2016

103Management ApproachPage 44-45, 100

The Warehouse Group Ethical Sourcing Policy

408-1Operations and suppliers at significant risk for incidents of child labourPage 44-45

GRI 409: FORCED OR COMPULSORY LABOR 2016

103Management ApproachPage 44-45, 100

The Warehouse Group Ethical Sourcing Policy

409-1

Operations and suppliers at significant risk for incidents of forced or

compulsory labour

Page 44-45

GRI 414: SUPPLIER SOCIAL ASSESSMENT 2016

103Management ApproachPage 44-45, 100

The Warehouse Group Ethical Sourcing Policy

414-1New suppliers that were screened using social criteriaPage 44

414-2Negative social impacts in the supply chain and actions takenPage 44

SOCIAL

GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEXERNST & YOUNG REPORT

SCOPE

Ernst & Young (‘EY’) has performed a limited assurance engagement over selected

non-financial disclosures prepared by TWG in its 2022 Integrated Report (“the

Report”) for the year ended 31 July 2022 against the Global Reporting Initiative’s

Sustainability Reporting Standards in order to conclude that nothing has come to our

attention to indicate that the non-financial disclosures are not reported accurately

against these criteria.

SUBJECT MATTER

The Subject Matter for our limited assurance engagement included selected non-

financial disclosures in the Report, for the year ended 31 July 2022, limited to those

listed in Table 1 below.

A member firm of Ernst & Young Global Limited

THE SUBJECT MATTER DID NOT INCLUDE:

Data sets, statements, information, systems or approaches other than the selected

non-financial performance data specified in Table 1; and neither Management’s

forward-looking statements. Our Subject Matter does not include sustainability

disclosures relating to TWG’s funds, or for activities outside of TWG’s self-declared

reporting boundaries, as specified in the Criteria below

CRITERIA

In preparing the selected non-financial disclosures, Management determined the

reporting criteria as set out in:

●• The Global Reporting Initiative (GRI) Standards’ Sustainability Reporting Standards,

as follows:

● • GRI 305: Emissions 2016

● • GRI 306: Waste 2020

• GHG Protocol Corporate Accounting and Reporting Standard

With GHG emissions factors sourced from:

• New Zealand Ministry for the Environment, Measuring Emissions: A Guide for

Organisations (2022)

TWG’s organisational boundary is set out in TWG’s 2022 Greenhouse Gas Emissions

Inventory Report.

MANAGEMENT RESPONSIBILITY

The management of TWG is responsible for the collection and presentation of the

Subject Matter in accordance with the criteria and for maintaining adequate records

and internal controls that are designed to support assertions made in the selected

non-financial disclosures.

ASSURANCE PRACTITIONER’S RESPONSIBILITY

EY’s responsibility is to express a limited assurance conclusion on the selected non-

financial disclosures, based on our review. We are also responsible for maintaining our

independence and confirm that we have met the requirements of the APES 110 Code

of Ethics for Professional Accountants including independence and have the required

competencies and experience to conduct this assurance engagement.

ASSURANCE CONCLUSION

Based on our limited assurance procedures described below, nothing has come to our attention, that causes us to believe that selected non-financial disclosures prepared

by The Warehouse Group (“TWG”) in its ‘2022 Integrated Report’, is not reported and presented, in all material respects, in accordance with the criteria defined below.

INDEPENDENT LIMITED ASSURANCE STATEMENT TO THE MANAGEMENT

AND DIRECTORS OF THE WAREHOUSE GROUP LIMITED

Table 1: Selected Non-financial Disclosure

Climate Change

• Direct (Scope 1) GHG emissions

Scope 1 greenhouse gas (‘GHG’) emissions of 2,800 tonnes of carbon

dioxide equivalent (tCO

2

-e);

• Energy Indirect (Scope 2) GHG emissions

Scope 2 GHG emissions of 9,535 tCO

2

-e

• Reduction of GHG emissions

Increase of GHG emissions (Scope 1 & Scope 2) of 0.3% from 2021

to 2022

Waste

• Waste generated

Waste generated of 13,216 tonnes

• Waste diverted from disposal

Waste diverted from disposal of 9,704 tonnes

• Waste directed to disposal

Waste directed to disposal of 3,512 tonnes

The Warehouse Group Integrated Annual Report 2022116Directory117117117
LEVEL OF ASSURANCE

A limited assurance engagement consists of making enquiries and applying

analytical, controls testing, and other evidence-gathering procedures

sufficient for us to obtain a meaningful level of assurance as the basis

for providing a negative form of conclusion. The procedures performed

depend on the assurance practitioner’s judgement including the risk of

material misstatement of the specific activity data, whether due to fraud

or error. While we considered the effectiveness of Management’s internal

controls when determining the nature and extent of our procedures, these

procedures were not designed to provide assurance on internal controls. We

believe that the evidence we have obtained is sufficient and appropriate to

provide a basis for our conclusion.

OUR APPROACH

We conducted this review in accordance with the International Accounting Standards

Board’s International Standard on Assurance Engagements Other Than Audits or

Reviews of Historical Financial Information (New Zealand) (‘ISAE 3000’(NZ)), and

Assurance Engagements on Greenhouse Gas Statements (‘ISAE 3410’), as well as

the terms of reference for this engagement as agreed with TWG on 06 July 2022.

The procedures we performed were based on our professional judgement and

included, but were not limited to, the following:

●• Conducting interviews with key personnel to understand the process for

collecting, collating and reporting the selected non-financial disclosures

during the reporting period

●●• Gaining an understanding of the basis for calculating and reporting GHG emissions

●●• Checking that the calculation criteria had been applied in accordance with the

methodologies outlined in TWG’s criteria

●●• Undertaking analytical review procedures to support the reasonableness of

the data

●●• Identifying and testing assumptions that support calculations

●●• Checking emissions factors and considered their consistency with the reporting

criteria

●●• Reviewing the presentation of the information in TWG’s 2022 Integrated Report.

We believe that the evidence obtained is sufficient and appropriate to provide a basis

for our limited assurance conclusions.

LIMITED ASSURANCE

Procedures performed in a limited assurance engagement vary in nature and timing,

and are less in extent, than for a reasonable assurance engagement. Consequently,

the level of assurance obtained in a limited assurance engagement is substantially

lower than the assurance that would have been obtained had a reasonable assurance

engagement been performed.

While we considered the effectiveness of management’s internal controls when

determining the nature and extent of our procedures, our assurance engagement

was not designed to provide assurance on internal controls. Further, our procedures

did not include testing controls or performing procedures relating to checking the

aggregation or calculation of data within IT systems.

USE OF OUR ASSURANCE STATEMENT

We disclaim any assumption of responsibility for any reliance on this assurance report,

or on the Subject Matter to which it relates, to any persons other than Management and

the Directors of TWG, or for any purpose other than that for which it was prepared.

Ernst & Young Limited

Pip Best Partner

Auckland, New Zealand

27 September 2022

A member firm of Ernst & Young Global Limited

Board of Directors

Joan Withers (Chair)

Tony Balfour

Dean Hamilton

John Journee

Caroline Rainsford

Julia Raue

Rachel Taulelei

Robbie Tindall

Group Chief Executive Officer

Nick Grayston

Group Chief Financial Officer

Jonathan Oram

Company Secretary

Erin Vercoe

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

Website: www.thewarehousegroup.co.nz

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

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 share transactions, changes of address

or dividend payments should contact the Share Registrar.

Shareholdings can be managed electronically by using Computershare’s

secure website, www.computershare.co.nz/investorcentre. Functions include

viewing your share balance, address changes, payment and tax information,

updating payment instructions and your communications preference.

DIRECTORY

thewarehousegroup.co.nz
Section Title

---

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 17 November 2022

Ex-Date (one business day before the record date) 16 November 2022

Payment date 02 December 2022

Total monies associated with the distribution $34,684,312

Source of distribution Operating cashflows

Currency New Zealand dollars

Gross distribution $0.13888889

Gross taxable amount $0.13888889

Total cash distribution $0.10000000

Excluded amount $0.00000000

Supplementary distribution amount $0.01764706

Is this distribution imputed? Fully imputed

28%

$0.03888889

$0.00694444

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) 489 7000

Contact email address Jonathan.Oram@thewarehouse.co.nz

28 September 2022

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

---

Quarterly Sales
Reporting Period 52 weeks to 31 July 2022

Previous Reporting Period (2021) 52 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)(13 weeks)(14 weeks)(13 weeks)

Fourth quarter sales

SalesSalesSalesSales

(2 May 2022 to 31 July 2022)

2022202120202019

($ Million)($ Million)($ Million)($ Million)

The Warehouse

429.6 427.7 469.9 389.9

+ 0.4 % - 8.6 % + 10.2 %

Warehouse Stationery60.3 66.2 70.5 64.3

- 8.9 % - 14.5 % - 6.2 %

Noel Leeming257.5 272.0 303.7 220.3

- 5.3 % - 15.2 % + 16.9 %

Torpedo737.5 38.5 42.1 27.9

- 2.6 % - 10.9 % + 34.4 %

Total Group

1

792.7 815.1 903.1 716.5

- 2.7 % - 12.2 % + 10.6 %

(52 weeks)(52 weeks)(53 weeks)(52 weeks)

Year to date sales

SalesSalesSalesSales

(2 August 2021 to 31 July 2022)

2022202120202019

($ Million)($ Million)($ Million)($ Million)

The Warehouse

1,726.9 1,804.9 1,706.0 1,705.7

- 4.3 % + 1.2 % + 1.2 %

Warehouse Stationery249.7 274.6 268.8 268.6

- 9.1 % - 7.1 % - 7.0 %

Noel Leeming1,096.7 1,128.2 1,010.0 924.6

- 2.8 % + 8.6 % + 18.6 %

Torpedo7171.5 158.7 129.9 114.3

+ 8.0 % + 32.0 % + 50.0 %

Total Group

1

3,294.3 3,414.6 3,172.8 3,071.4

- 3.5 % + 3.8 % + 7.3 %

Store Numbers

20222021202220212022202120222021

Start Quarter 4

899069 72 70 71 23 21

End Quarter 4

899068 71 68 70 24 21

20222021202220212022202120222021

Start Quarter 4

482,016 488,201 84,516 78,021 60,748 65,805 29,900 27,030

End Quarter 4

479,900 487,553 83,064 83,672 56,638 63,684 31,200 27,030

- - - 4

- - 2 4

- - 1 -

1 1 - -

Note:

The Warehouse Group Limited

Change in

sales

vs 2021

Change in

sales

vs 2020

Change in

sales

vs 2019

Change in

sales

vs 2021

Change in

sales

vs 2020

Change in

sales

vs 2019

The WarehouseNoel Leeming

Warehouse StationeryTorpedo7

Store

extension/

reduction

Store footprint (Square

Metres)

The WarehouseNoel Leeming

Warehouse StationeryTorpedo7

Store changes during the quarter

New

store

Replacement

store

Store

closure

The Warehouse

Warehouse Stationery

Noel Leeming

Torpedo7

1) Total Group sales includes TheMarket segment, eliminations and other Group operations in addition to the 4 main retail operations detailed above.

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.