Notice of 2022 Annual Shareholders’ Meeting

Dear Fellow Shareholder
It is my pleasure, on behalf of the Board, to invite you to the 2022 Annual Shareholders’ Meeting of The Warehouse
Group Limited. The meeting will be held on Friday 25 November 2022 at 10.00am (New Zealand time), both in
the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand and
online through the Computershare meeting platform (please see the Notice of Meeting for information on how to
participate online).
Group Chief Executive Officer Nick Grayston and I will comment briefly on the performance of the Company during
the year to 31 July 2022 and provide you with an update on the Company strategy.
Agenda items for this meeting relate to the election and re-election of directors and authorisation for directors to
fix the fees and expenses of the external auditor.
In accordance with the requirements of the NZX Listing Rules, Julia Raue and I will each retire from the Board at
the Annual Shareholders’ Meeting and we each offer ourselves for re-election. In addition, the Board appointed
Caroline Rainsford as a director in August 2022 and, as required by the NZX Listing Rules, Caroline will also retire
and offers herself for re-election. The Board (other than myself, Julia Raue and Caroline Rainsford in respect of
our own positions) unanimously supports the re-election of each of these directors.
All shareholders will have a reasonable opportunity to ask general questions and make comments on the financials,
business, operations and management of the Company. You will also be able to ask relevant questions of the
auditor’s representative.
We invite you to submit questions in advance of the meeting by emailing your questions to investors@thewarehouse.
co.nz or by writing to the Company Secretary, The Warehouse Group Limited, PO Box 33470, Takapuna, Auckland
0740, New Zealand. We will collate the main themes of the questions and respond to them at the meeting, provided
that the Company reserves the right not to address questions that were not received by the close of business on
Friday, 18 November 2022 (noting that the questions may be raised by a shareholder at the meeting), or questions
which, in the Chair’s opinion, are not reasonable or appropriate in the context of an Annual Shareholders’ Meeting.
If you are unable to attend the meeting, you are entitled to appoint a proxy to vote on your behalf. If you wish to
appoint a proxy you must complete and lodge the Proxy Form (in one of the manners set out in the accompanying
notes) so that it reaches Computershare Investor Services Limited by 10.00am (New Zealand time) on Wednesday,
23 November 2022.
For those shareholders who are attending the meeting in person, please bring the combined Proxy Form and Voting
Paper with you to assist with your registration and for voting purposes. You are invited to join the Board and senior
management for light refreshments at the conclusion of the meeting.
We look forward to welcoming you to the meeting.
Yours sincerely,
Joan Withers
Chair
26 October 2022
Invitation to the 2022 Annual
Shareholders’ Meeting

Resolutions
Resolutions 1 to 4 set out above are ordinary resolutions, which will be passed if approved by simple majority (more than 50%) of the votes of shareholders entitled to vote and
voting in person or by proxy or representative.
Virtual Meeting Attendance
The Annual Shareholders’ Meeting will be held as a hybrid meeting. Shareholders attending online will be able to view a live webcast of the meeting, ask questions and submit
their votes. To participate virtually, go to the Computershare Meeting Platform at http://meetnow.global/nz, click ‘Go’ on The Warehouse Group Limited meeting tile and then
click ‘JOIN MEETING NOW’. Please refer to the Computershare Virtual Meeting Guide at www.computershare.com/vm-guide-nz for more information. The latest version of
Chrome, Safari or Edge is required in order to access the meeting.
Shareholders will require their CSN/Securityholder Number and their postcode, which can be found on their Proxy Voting Form, for verification purposes.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday or by
email to corporateactions@computershare.co.nz.
Voting
All registered shareholders of the Company are entitled to attend and vote at the meeting.
Any shareholder of the Company entitled to attend and vote at the meeting may appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need
not be a shareholder of the Company. A proxy form accompanies this Notice of Meeting. If you wish to appoint a proxy to attend online via Computershare Meeting Platform
on your behalf, please ensure that you provide their contact details (phone and email) on the proxy form.
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
The appointment of a proxy or representative does not preclude a shareholder from attending and voting at the meeting.
You may appoint the Chair of the meeting or any director, or any other person, as your proxy. The Chair and directors intend to vote any discretionary proxies, for which they
have authority to vote, in favour of the resolutions. A director standing for re-election will abstain from voting discretionary proxies in respect of their own re-election.
A proxy will not be entitled to vote at the meeting unless a properly completed proxy form has been received by the Company at the office of the Company’s share registrar,
Computershare Investor Services Limited not less than 48 hours before the commencement of the meeting, that is not later than 10.00am (New Zealand time) on Wednesday
23 November 2022. Alternatively, you can appoint a proxy online at www.investorvote.co.nz. Online proxy appointments must be received by 10.00am (New Zealand time) on
Wednesday, 23 November 2022. Any proxy form received after that time will not be valid for the meeting. You can post the proxy form to Private Bag 92119, Auckland 1142,
New Zealand, or you can deliver the proxy form to Level 2, 159 Hurstmere Road, Takapuna, Auckland, New Zealand or you can fax the form to +64 9 488 8787.
Where a shareholder does not name a person as their proxy but otherwise completes the proxy form in full, or where a shareholder’s named proxy does not attend the
meeting, the Chair of the meeting will act as that shareholder’s proxy and will vote in accordance with that shareholder’s express direction.
Business of the meeting
Chair’s Address
Group Chief Executive Officer’s Review
Annual Report
In relation to the Company’s annual report for the year ended 31 July 2022, to receive and consider the financial statements for that period,
and the auditor’s report on those financial statements.
Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1
That Joan Withers be re-elected as a director of the Company.
Resolution 2
That Julia Raue be re-elected as a director of the Company.
Resolution 3
That Caroline Rainsford be re-elected as a director of the Company.
Resolution 4
That the directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor for the following year.
Explanatory notes in relation to these resolutions accompany this Notice of Meeting.
General business
To consider such other business as may be properly raised at the meeting.
Notice is hereby given that the 2022 Annual Shareholders’ Meeting of
The Warehouse Group Limited (“the Company”) will be held on Friday
25 November 2022, commencing at 10.00am, in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland,
New Zealand and online through the Computershare meeting platform
(meetnow.global/nz).
Notes
2

3
Director re-election – Resolution 1
In accordance with NZX Listing Rule 2.7.1, Joan Withers retires and,
being eligible, offers herself for re-election.
The Board has determined, in its view, that Joan Withers is an independent
director. The Board (other than Joan Withers) unanimously recommends
that you vote in favour of the re-election of Joan Withers as a director.
Director re-election – Resolution 3
In accordance with NZX Listing Rule 2.7.1, Caroline Rainsford retires
and, being eligible, offers herself for re-election.
The Board has determined, in its view, that Caroline Rainsford is an
independent director. The Board (other than Caroline Rainsford)
unanimously recommends that you vote in favour of the re-election
of Caroline Rainsford as a director.
Director re-election – Resolution 2
In accordance with NZX Listing Rule 2.7.1, Julia Raue retires and, being
eligible, offers herself for re-election.
The Board has determined, in its view, that Julia Raue is an independent
director. The Board (other than Julia Raue) unanimously recommends
that you vote in favour of the re-election of Julia Raue as a director.
Board Committees: Chair of the Corporate Governance and Nominations
Committee, member of the Audit and Risk Committee, member of the People
and Remuneration Committee, member of the Environmental and Social
Sustainability Committee, member of the Health, Safety and Wellbeing
Committee, member of the Disclosure Committee.
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 Mercury NZ Limited, Television
New Zealand Limited and Auckland International Airport Limited. 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 co-founder and a director of On Being Bold.
Board Committees: Member of the Health, Safety and Wellbeing
Committee.
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 Latitude NZ (previously GE Capital) and 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.
Board Committees: Chair of the Health, Safety and Wellbeing
Committee, member of the Audit and Risk Committee, member of
the Environmental and Social Sustainability Committee.
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.
Joan Withers
MBA, CFinstD
Chair and Independent Non-Executive
Director
Term of Office:
Appointed 23 September 2016
Caroline Rainsford
BCom (Honours)
Independent Non-Executive Director
Term of Office:
Appointed 30 August 2022
Julia Raue
CMinstD, GAICD
Independent Non-Executive Director
Term of Office:
Appointed 23 September 2016
Explanatory notes to Notice of Meeting
Directors’ Remuneration - Resolution 5
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993.
Resolution 4 authorises the directors to fix the fees and expenses of the auditor.
Reasons for the Board’s Recommendations for Resolutions 1, 2, 3 and 4
The Board supports the re-election of Joan Withers, Julia Raue and Caroline Rainsford because the Board
considers their experience and skill sets contribute to the overall mix of functional skills required by the Board.

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The in-person aspect of the Annual Shareholders’ Meeting of the Company will be held
in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East,
Auckland, New Zealand on Friday 25 November 2022, commencing at 10.00am.
Directions to the Ellerslie Event Centre from the Southern Motorway
Ellerslie Racecourse is well sign posted from the Southern Motorway. The best exit is ‘Greenlane’. At the roundabout turn left if
travelling from the north on the motorway, or right if travelling from the south. At the first set of lights turn right. On your left will be
Ascot Hospital and on your right, Novotel Hotel. Turn right at the first roundabout and left at the second roundabout and you will
drive into the grounds of the racecourse. If you continue on through Ellerslie’s main carpark, you will arrive at the Ellerslie Event
Centre. The venue has free parking.
Directions for shareholders attending the Annual Shareholders’ Meeting

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The Warehouse Group Limited
How to Vote on Items of Business
A shareholder who is entitled to attend the meeting and vote on resolutions is
entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not
be a shareholder of the Company. All your securities will be voted in accordance
with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for this purpose. To do this, enter ‘Chair of
the Meeting’ or the name of the Director in the space allocated for the proxy’s
name. If you tick ‘Proxy Discretion’ for a particular resolution, your proxy will
decide how to vote on that resolution. If you do not name a person as your proxy,
or your named proxy or any alternate do not attend the meeting, the Chair will
be appointed your proxy and may only vote in accordance with your express
direction.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking
the ‘For’, ‘Against’ or ‘Abstain’ box in respect of each resolution OR by ticking
the ‘Proxy Discretion’ box in respect of each resolution. A shareholder can direct
the proxy holder in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not tick any boxes
or if multiple boxes are ticked in respect of a resolution then your proxy will
abstain from voting in respect of that resolution. The Chair and directors intend
to vote any discretionary proxies, for which they have authority to vote, in favour
of the resolutions. A director standing for re-election will abstain from voting
discretionary proxies in respect of their own re-election.
Attending the Meeting
The Company has chosen to hold its Annual Shareholders’ Meeting as a
hybrid meeting. Please refer to the Computershare Virtual Meeting Guide at
www.computershare.com/vm-guide-nz for more information. If you attend
the meeting in person you should bring your proxy/voting form or your
CSN/Securityholder Number to assist with registration. Any corporation that
is a shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
Electronic Voting
You can appoint a proxy to cast your vote electronically by accessing Investor
Vote (www.investorvote.co.nz) in accordance with the above instructions. Use
this option if you will NOT be attending the Meeting and wish to lodge your
proxy electronically. Do not return this form if you have lodged your proxy using
Investor Vote.
Signing Instructions for Postal Proxy Forms
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Proxy Form must be signed by a duly
authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at least
one trustee in accordance with the relevant trust deed (using the rules for an
individual or a company, depending upon whether the trustee is an individual or
a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least
one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an
individual or a company).
Joint Shareholders
Where there are joint holders of shares, this Proxy Form should be signed by all
shareholders.
Power of Attorney
If this Proxy Form is completed by an attorney, the power of attorney or a
certified copy must, if not previously produced to The Warehouse Group Limited,
accompany the Proxy Form together with a certificate of non-revocation of
authority.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am (New Zealand time) Wednesday 23 November 2022.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

or Sole Director/Director or Director (if more than one)
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
ATTENDANCE SLIP
The Warehouse Group Limited Annual Shareholders’ Meeting
on Friday 25 November 2022 at 10:00am (New Zealand time)
online through the Computershare Meeting Platform
(https://meetnow.global/nz) or in the Guineas Ballroom,
Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East,
Auckland, New Zealand.
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at The Warehouse Group Limited Annual
Shareholders’ Meeting on Friday 25 November 2022 at 10:00am (New Zealand time) online through the Computershare Meeting Platform
(https://meetnow.global/nz) or in the Guineas Ballroom, Ellerslie Event Centre, 80-100 Ascot Avenue, Greenlane East, Auckland, New Zealand and at any
adjournment of that meeting.
*If you do not name a person as your proxy, or your named proxy or any alternate do not attend the meeting, the Chair will be appointed your proxy and may only
vote in accordance with your express direction. If the Chair is not directed, they will vote in favour of all resolutions.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you do not mark a box or you mark multiple boxes your proxy will abstain from voting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint*
I/We being a shareholder/s of The Warehouse Group Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
Resolution 1.That Joan Withers be re-elected as a director of the Company.
Resolution 2. That Julia Raue be re-elected as a director of the Company.
Resolution 3.That Caroline Rainsford be re-elected as a director of the Company.
Resolution 4.That the directors are authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the following year.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide your proxy’s details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):