Annual Shareholders’ Meeting Chair and CEO Address

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To: NZX Limited
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Auckland, 25 November, 2022
The Warehouse Group Limited Annual Shareholders’ Meeting 2022
The Warehouse Group Limited is holding its Annual Shareholders’ Meeting today, commencing at
10am. Attached are the Chair and CEO address and the accompanying presentation.

ENDS
Contact details regarding this announcement:

Investors and Analysts: Jonathan Oram, Chief Financial Officer
To be contacted via Kim Russell +64 9 488 3285 or +64 21 452 860

Media: Jordan Schuler, Corporate Affairs Partner +64 21 143 6930
Media.enquiries@thewarehouse.co.nz

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The Warehouse Group Limited
2022 Annual Meeting - Chair's Address

Kia ora koutou katoa. Haere mai ki tenei hui motuhake.
Good morning ladies and gentlemen and thank you for joining us this morning. My name is
Joan Withers and I am the Chair of The Warehouse Group.
On behalf of your Directors, the Group Chief Executive, our leadership team and all our
team members I extend a very warm welcome to our Annual Shareholders’ Meeting – both
to those of you in the room today, and to all our shareholders who are joining us online.
The notice convening today’s meeting was circulated to shareholders on 26 October 2022,
and a quorum is present, so I am pleased to declare the 2022 Annual Shareholders’ Meeting
of The Warehouse Group open. And this is an auspicious occasion, as earlier this week we
celebrated the 40
th
anniversary of the first Warehouse store being opened by Sir Stephen
Tindall back in 1982.
After needing to hold our ASM as online only last year due to the Covid-19 outbreak, we are
delighted to be here with many of you in person this year.
So, today’s meeting is being held both in-person and online via the Computershare Online
Meetings platform. This allows shareholders, proxies and guests who were not able to travel
and attend the meeting in person the ability to attend the meeting virtually. All of our online
attendees can now see a live webcast of this event and read the company documents
associated with the meeting. In addition, shareholders and proxies have the ability to ask
questions and submit votes, and I will outline the process for that later in the meeting.
Now to the introductions.
With me here today are our directors - Tony Balfour, Dean Hamilton, John Journee, Caroline
Rainsford, Julia Raue, and Robbie Tindall. Unfortunately, Rachel Taulelei does have COVID,
so is unable to be with us in person, but is joining us today online.
Also joining me on stage is our Group Chief Executive Officer, Nick Grayston, and our Group
Chief Financial Officer, Jonathan Oram.
Members of our Leadership Squad are seated in the room and all of us will be available after
the meeting for you to meet and speak with.
And we also have with us representatives from our Auditors – PricewaterhouseCoopers, and
company legal advisors – Russell McVeagh.
Welcome to you all.

Before proceeding with the formal business, I will run through the order of events for
today’s meeting.

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The agenda will start with the usual formalities and then I will provide a recap of the FY22
annual results, our distributions to shareholders and an update on our Sustainability journey
and the new building blocks and targets we have announced. I will also highlight the
changes in our board and governance during the year in review.
Nick Grayston, our Group Chief Executive Officer, will then provide some detail on our
strategy and our financial performance including an update on the first quarter of this
current financial year and our expectations for the remainder of FY23.
We will then turn to the formal part of the day’s business. The resolutions today include the
re-election of three Directors and authorising the setting of the auditor's fees.
We will cover each resolution in turn and invite you to submit your questions specific to
those items which we will respond to during the Q&A session for each resolution.
Voting will take place by poll. I will outline the process for the discussion and voting on the
resolutions at that point in the agenda.
Following the resolutions, we will take questions from you on our financial and operational
performance or other questions relating to the Company. I ask that you wait to raise any of
your questions of a general nature until that time.
If you have joined the meeting online as I mentioned before, you will be able to submit a
question or vote on the resolutions throughout the course of the meeting.
So now we will now move to the formal agenda.
Proxies
Proxies have been received from 421 shareholders representing 201,194,338 voting shares.
This represents 58.01% of the voting shares in the Company.
The valid proxies we have received support the resolutions to be considered later in the
meeting. I will provide further details on proxies in respect of each resolution at that time.
2021 Annual Meeting
I confirm that the minutes of the 2021 Annual Meeting held on 26 November 2021 have
been signed and confirmed by me as the Chair of that Meeting. These minutes were posted
on the Company’s website after they were approved and are available for review on the
website.
Annual Report
The Financial Statements for the 52 weeks ended 31 July 2022, together with the Auditor’s
report are set out in the Company’s 2022 Annual Report which was released to the NZX and
made available on our website on 28 September 2022.
If you would like a hard copy of the Annual Report, please email us at
investors@thewarehouse.co.nz to request a copy.

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Under the Companies Act 1993, there is no requirement to approve the Financial
Statements or the auditor’s report at Annual Meetings, however we will be happy to answer
any questions you may have during the Q&A session at the end of the meeting.
For those of you attending the meeting virtually, if you have a question to submit during the
live meeting, please select the Q&A tab on the right-hand half of your screen at any time.
Type your question into the field and press send. Your question will be immediately
submitted. Should you require any assistance, you can type your query and one of the
Computershare team will assist via the chat function and reply to your query. Alternatively,
you can call Computershare on 0800-650-034.
Please note that while you can submit questions from now on, I will not address them until
the relevant time in the meeting. Please also note that your questions may be moderated or
if we receive multiple questions on one topic, they may be amalgamated. Finally, due to
time constraints we may not be able to answer all your questions during the meeting. If this
happens, we will answer them in due course via email.
Voting today will be conducted by way of a poll on all items of business. In order to provide
all online attendees with enough time to vote, I will shortly open the online voting for all
resolutions.
At that time, if you are eligible to vote at this meeting, you will be able to cast your vote
under the Vote tab. Once the voting has opened, the resolutions will allow votes to be
submitted. To vote, simply select your voting direction from the options shown on screen.
You can vote for all resolutions at once or by each resolution. Your vote has been cast when
the tick appears. To change your vote, simply select ‘Change Your Vote’. You have the ability
to change your vote, up until the time I declare voting closed.
I now declare voting open on all items of business. The resolutions will now be open in the
vote tab, please submit your votes at any time. I will give you a warning before I move to
close voting.
Now to the Annual Results Highlights.
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 12,000 team members across The
Warehouse Group for another incredible year in responding and serving our customers well
through a very demanding period.
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.

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A lot was thrown at us in FY22 - 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. Despite all the challenges posed to us during the FY22 year, apart from the
record result in FY21, this year was our strongest performance in some 15 years.
Sales were down 3.5% on prior year, but strong against FY20, and stronger still against the
last comparable, non-COVID-19 impacted year of FY19. Online sales saw exceptional
growth, up 39.8% on the prior year making up 15.3% of total Group sales.
Our focus on gross margin, improved shipping and freight logistics and improved mix of
product sales during the year saw Gross Profit performance improve from the first half, and
came in at $1.2 billion for the full year. On a gross profit margin basis, our full year 35.3%
was down against FY21, but saw the second half recover to 36.1% from 34.7% in the first
half.
One issue which added to the complexity of our financial result this year was the decision by
the International Reporting Interpretations Committee in April 2021 to change the accounting
rules for software as a service. IFRIC has determined that costs incurred under Cloud
Computing Arrangements, or SaaS, can only be recognised as intangible assets if the
activities create an intangible asset that the Group controls. Costs that do not result in
intangible assets are expensed as incurred. Due to The Warehouse Group being part way
through a multi-year programme to replace its core systems from being on-premise to a
cloud-based architecture – this accounting change is significant for The Warehouse Group
and complicates comparisons.
On a comparable basis to prior years, before unusual items and before the SaaS adjustment,
FY22 NPAT was $96.9 million, compared to the very strong FY21 year which saw comparable
adjusted NPAT $175.5 million, but significantly above both FY20 and FY19 with the
respective adjusted NPAT for those years $32.1m and $74.1m.
Reported NPAT for the year in review was $89.3 million compared to $109.3 million in prior
year.
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 capital expenditure to invest for future growth, and progressive and sustainable
dividends

In accordance with our dividend policy, at the time of the FY22 Annual Results, the Board
announced a fully imputed final dividend of 10.0 cents per share. Along with the interim
dividend of 10.0 cents per share, that brings the full dividends for the FY22 year to 20.0
cents per share.

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

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As I also highlighted last year, capital management is an area of critical focus for the Board.
As you are aware our capital spend has been elevated in recent years as we have removed
legacy systems and invested in systems and infrastructure to ensure the business has the
ability to thrive in this era of omnichannel retail.
We assess the composition of the board on a regular basis, to ensure that the board retains
the right mix of functional skills and experience and we publish our skills matrix in our
Annual Report. We have a comprehensive director induction programme and conduct
regular independently facilitated board performance reviews.
This year we have had two notable movements. Will Easton resigned from the Board in May
to focus on other work commitments. We thank Will for his contribution to the Group,
which was incredibly valuable through a period of internal transformation and external
disruption.
And in August we welcomed Caroline Rainsford as a full director of the Board. Caroline was
our Future Director from August 2021 until August 2022, and is the Country Director for
Google New Zealand. Caroline is standing for re-election today and will address the meeting
shortly.
We are committed to ongoing learning as a board and we have been fortunate to have
access to sessions with some of the most highly regarded governors, thinkers, innovators
and retail experts around the world.
One of the areas where the Board has spent time observing and learning is in the area of
Sustainability.
About 18 months ago we formed a dedicated Board committee to provide oversight on
Environmental, social and sustainability issues as they impact the Company and our country.
New Zealanders increasingly expect that the businesses they interact with have a
transparent and measurable commitment to sustainability.
We want to take ambitious action to make sustainable living easy and affordable for
everyone and we will do this through four building blocks, which will each deliver specific
outcomes.
Increasing the number of products with at least one sustainable attribute, such as
sustainable production methods, materials or packaging, and help our suppliers reduce their
own greenhouse gas 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;
Increasing the sustainability performance of our operations and decreasing our operational
carbon emissions (Scope 1 & 2) to zero by 2040.

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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:
1. Achieve 100% of our private label products and packaging to be sustainable or have
a circularity solution by 2035;
2. Have 2 million New Zealanders use our sustainable living solutions by 2035;
3. Enable 2.5 million customers to use our waste recycling or circular reuse solutions by
2030;
4. Reach zero emissions in our operational emissions (Scope 1 & Scope 2) by 2040; and
5. 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. 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 making good progress on our sustainability journey and I’m pleased to share that in
FY22 we diverted 73.4% of our operational waste from landfill.
The Group’s Scope 1 and 2 emissions did increase very slightly, by 0.3%, driven by an
increase in store electricity usage during lockdowns when our stores were operating as
fulfilment centres.
We carried more than 35,000 products with at least one sustainable feature, accounting for
over $213 million in sales during the year.
98% of our passenger fleet are now Electric Vehicles and we are on the path to a 100% EV
passenger fleet this financial year.
Helping to do good remains a key value for us and is an intrinsic part of how we operate.
Supporting our communities remains a top priority and overall, we’ve helped raise$3.7
million for New Zealand charities this year and $79 million since 1982. We now have more
than 800,000 members on our group loyalty programme – MarketClub, where we make a
donation to a cause of their choice every time a Warehouse customer shops with us.
Now onto our people.
The health and safety of our people, our customers and our suppliers is of utmost priority
and we strive to promote a safety culture that supports a workplace where everyone gets
home safely at the end of their day.
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 events have been widely
publicised in the media, and we are working with the New Zealand Police to try to find
solutions to this significant societal problem. Ram raids not only cause damage to our
stores, resulting in financial loss through store repairs and loss of product, but they have a

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severe impact on the mental wellbeing of our people and their ability to feel safe at work.
The NZ Police has set up a dedicated retail squad which we are working with and we are
focused on deploying deterrents and mitigation measures in and around our stores such as
increased bollards, smoke cannons, extra cameras and security, and we are also providing
counselling and support for our store team members to ensure they feel safe at work,
particularly following incidents in the stores they are employed in.
On behalf of the Group I would like to pass on our deepest sympathy to the family of the
victim of the tragedy in Sandringham and our thoughts are also with the dairy owners
community as they grapple with the implications of this shocking event.
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. Our Employee Net Promoter Score has never been
higher, with eNPS scores up across the board, including in our stores, distribution and
fulfilment centres, and in our store support office.
Gender equity remains a core focus for us, and I am pleased to report we have maintained
100% gender pay equity at Group Level, females hold 46.6% of our senior leadership roles
and as of August this year we have a 50/50 gender split at Board level. 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.
The Warehouse Group has a strong history of giving back to its communities and earlier this
week we announced our new Here for Good leave, which gives our team members 8 hours
of paid time each financial year to volunteer in a way that is meaningful for them,
recognising the close connection we have in the communities we operate in.
Before I hand you over to Group CEO Nick Grayston, 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.
Thank you to our team members for their hard work, dedication and their ability and
willingness to adapt and rise to the challenge of changing trading environments.
I would also like to thank my fellow Board Members 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.
And on behalf of the Board I would like to thank 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.

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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.
Finally, I would like to thank you, our shareholders, for your continued support and belief in
the Company.
I will now hand over to Nick to brief you on the Company’s strategy, FY22 performance and
FY23 Q1 update.
Thank you, Nick.
2022 Annual Meeting – CEO Review
Thank you, Joan and good morning everyone.
The Warehouse Group has always been an organisation that challenges the status quo to
deliver the things that Kiwis need and that comes down to having a shared purpose to help
Kiwis live better every day. I’m pleased to let you know about our updated vision, and that
is to make sustainable living easy and affordable for everyone.
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. We are committed to this, and
know that it’s what our customers want from us as well.
Our values remain unchanged – they underpin our way of working, our culture, and how we
deliver on our strategic customer experiences. We go all in, we win for our customer and we
are here for good.
We’re focusing on five strategic customer experiences to achieve our objectives and to
deliver on our long-term strategy and these are Range & value, Availability & fulfilment,
Sustainable & affordable, Loyalty & Payments and Customer Service.
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.
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 our strong financial position
means we can scale our business by investing in the right capabilities to serve our customers
more holistically, creating greater customer value over time.
We launched our Group-wide membership programme, MarketClub, initially into The
Warehouse and TheMarket.com and this programme now has more than 800,000 members
since launch just over 12 months ago.

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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.
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 reduction
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 $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.
As mentioned, all our brands were impacted in FY22 due to the 84 days store closures in the
period, decreasing foot traffic across the group.
The Warehouse Sales were $1.7b, down 4.3%.
Warehouse Stationery sales were $249.7 million, down 9.1%.
Noel Leeming sales were $1.1 billion, down 2.8%, and Torpedo7 sales were $171.5 million –
bucking the trend increasing 8.0% from FY21 due to 3 new stores and increased online
participation more than offsetting decreased sales due to lockdown store closures.
In the FY22 year, online sales surged as our customers were living, working and schooling
from home for a large period of time, particularly in Auckland. In particular The Warehouse
online sales increased more than 60% and Noel Leeming online sales increased 50%.
Our digital transformation and increased online and app capability enabled our brands to
pivot and still offer customers the products they need in and out of lockdown. Click and
Collect also proved to be hugely successful throughout this period with The Warehouse Click
and Collect fulfilment increasing 86.8% and making up 45.9% of all The Warehouse online
sales. All other brands click and collect fulfilment also increased around 40%.
Our online marketplace, TheMarket.com, also grew in the last financial year. Gross
Merchandise Value – being the total sales value through the platform – increased to $110

10

million in FY22. Driven by 390,000 active customers, with 6,500 brands, 4.2 million
products, and increased customer spend of 14% year on year.
The good news is we have seen a reverse of most of these brands’ sales declines in the first
quarter of this financial year, with sales growth across most brands and I will discuss this
shortly.

Capital expenditure increased in FY22 as we increased our investment in core systems and
infrastructure.
As Joan mentioned, due to an IFRIC accounting policy change, costs incurred to configure or
customise software in Cloud Computing Arrangements (what we call Software as a Service,
or “SaaS”), can now only be capitalised and recognised as intangible assets if the activities
create an intangible asset that the Group controls. Costs that do not result in intangible
assets are expensed through the P&L as incurred.
FY22 capital expenditure on a post-SaaS adjusted basis was $107.5 million versus $63.7
million in FY21, an increase of 69%.
The Group’s major investments included continued development of core systems including
the Enterprise Resource Planning - Finance & Inventory system (ERPFI), Group Order
Management System (GOMS), Warehouse Management System and Master Data
Management.
Store development investment include the integration of 10 Warehouse Stationery stores
into the Warehouse stores, continuing on our successful store-within-a-store programme,
the 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).
We announced our first quarter sales result for the quarter ending 30 October on the 11
th
of
November and we were pleased to report Group sales of $764.7 million for the first quarter,
up 21% on the same quarter in FY22, and up 12% on the same quarter in FY20 (being the
last pre-COVID comparative period).
Total Group foot traffic increased 61% in FY23 Q1, compared to the prior period, with Group
online sales decreasing 56% compared to FY22 Q1. Extended lockdowns in FY22 saw record-
high online sales when customers were unable to visit our stores. In the first quarter of this
financial year, online sales represented nearly 11% of total Group sales compared to an
unusually high 30% in FY22 Q1.
The Warehouse delivered sales of $414.6 million, up 39% compared to FY22 Q1, and up 12%
compared to FY20 Q1 (pre-COVID). Customers continued their search for great value across
our entire product range, with grocery continuing to accelerate sales growth of 76% and
homeware seeing growth of 32%.

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Warehouse Stationery had a strong quarter with sales of $56.9 million, an increase of 18%
compared to FY22 Q1, however decreased more than 9% compared to FY20 Q1 (pre-
COVID). SWAS stores increased from 29 to 38 stores year on year.
Noel Leeming recorded sales of $246.6 million, up more than 3% compared to FY22 Q1, and
up nearly 10% compared to FY20 Q1 (pre-COVID), with particular sales growth in smart
home and whiteware categories.
Torpedo7 recorded sales of $37.4 million, increasing 9% compared to FY22 Q1 and sales
growth of 57% compared to FY20 Q1 (pre-COVID), with three new stores opening in the last
12 months in Petone, Invercargill and Whangarei taking total stores to 24.
Our Group loyalty programme, MarketClub, increased membership to 800,000 customers,
up from 600,000 at year end, delivering value to New Zealanders every day.
The global economic environment continues to be volatile and unpredictable.
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 as they manage their
household budgets.
We are pleased with the sales growth we have seen in the first quarter of this financial year.
However, we do remain cautious as we approach our Q2 and our busiest time of year.
We are well positioned as we move toward the Christmas and Summer peak trading period
with good levels of stock across all our brands, despite ongoing supply chain constraints.
And an update to our Senior Leadership team.
Last month we were pleased to announce the appointment of Anna Shipley to the role of
Chief Corporate Affairs Officer. As we continue our work to help Kiwis live better every day
and bring to life our vision to make sustainable living easy and affordable for everyone, our
reputation and relationships with customers, communities, government, media and our
team members is more important than ever. Since joining The Warehouse Group as
Corporate Affairs Lead in October 2021, Anna has made a significant difference to our
business, and we’re thrilled to have her join the Leadership Team.
To conclude, 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.

I would like to thank you as shareholders for your continued support and I hope you share
my excitement in the year ahead.

I will ask Joan to return to the lectern to conduct the formal part of today’s business.

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Thank you, Joan.
ENDS

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Robert Tindall
BA, BSc
Non-Executive Director
OUR BOARD OF DIRECTORS
Joan Withers
MBA, CFinstD
Chair & Independent Non-
Executive Director
John Journee
BCom, CFinstD, MAICD
Independent Non-Executive
Director
Julia Raue
CMinstD, GAICD
Independent Non-Executive
Director
Antony (Tony) Balfour
BCom
Independent Non-Executive
Director
Dean Hamilton
BCA
Independent Non-Executive
Director
Rachel Taulelei
LLB Ngāti Raukawa ki te
Tonga, Ngāti Rārua
Independent Non-Executive
Director
Caroline Rainsford
BCom
Independent Non-Executive
Director. Appointed: August 2022
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Welcome, Joan Withers
Chair’s Address, Joan Withers
CEO’s Review, Nick Grayston
Formal Business of Meeting, Joan Withers
•Resolution 1 –Re-election of Joan Withers
•Resolution 2 –Re-election of Julia Raue
•Resolution 3 –Re-election of Caroline Rainsford
•Resolution 4 –Auditor Fees
General Business and Q&A, Joan Withers
AGENDA
2
4
13
22
28
3

CHAIR’S ADDRESS
JOAN WITHERS
BOARD CHAIR
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PARTICIPATION IN VIRTUAL MEETING –Q&A
Shareholder & Proxyholder Q&A Participation
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5

PARTICIPATION IN VIRTUAL MEETING –VOTING
6
Shareholder & Proxyholder Voting
•Once the voting has been opened, the resolutions
and voting options will allow voting.
•To vote, simply click on the Vote tab, and select
your voting direction from the options shown on
the screen. You can vote for all resolutions at once
or by each resolution.
•Your vote has been cast when the tick appears. To
change your vote, select ‘Change Your Vote’.

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 EBITand 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.
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%
7

8
•The Board has announced 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 was 17 November and will be paid on 2
December 2022.
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

9
GOVERNANCE
99
•We assess the composition of the board on a regular basis and
we publish our skills matrix in our Annual Report. We have a
comprehensive induction programme and conduct regular
independently facilitated board performance reviews.
•We are committed to ongoing learning as a board and we have
been fortunate to have had access to sessions with some of the
most highly regarded governance thinkers around the world, to
understand what is on the mind of global governors.
•We farewell Will Easton who resigned from the Board in May,
and we thank Will for his hugely valuable contribution to the
Group through our transformation and technological
development since he joined in 2018.
•We welcome Caroline Rainsford as a full Director of the Board.
Caroline was our Future Director from August 2021 until August
2022, is standing for re-election today and will address the
meeting shortly.

10
1.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.
(1)

11
11
To make sustainable living easy and affordable for everyone
11
(1)
1.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.

12
12
•The health and safety of our people and our customers is our
highest priority.
•We are working with New Zealand Police on action to address
retail crime.
•The Warehouse Group is an employer of choice –with
increased Employee Net Promotor Score across the Group.
•We have maintained 100% gender pay equity at Group Level.
•We expanded our Parental Leave policy to offer permanent
team members 26 weeks of fully paid parental leave
•Here for good leave –enabling team members to volunteer one
day a year in their local communities.
OUR PEOPLE

CEO’S REVIEW
NICK GRAYSTON
CHIEF EXECUTIVE OFFICER
13

OUR PURPOSE, VISION, VALUES, AND
CUSTOMER EXPERIENCES ARE ALIGNED
Our Purpose
Helping Kiwis live better every day
ia tangata, ia rā
Our Vision
To make sustainable living easy and affordable for everyone
kia ngāwari, kia utu māmā hoki te noho tiaki taiao a te katoa
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
14

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.
•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.
15

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
16

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%)
17

•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
18

19
•Group sales for the 13 weeks to 30 October 2022 (“FY23 Q1”) were $764.7
million, up 21.2% compared to FY22 Q1 and up 12.3% compared to FY20 Q1
(being the last pre-COVID comparative period).
•Foot traffic increased 61.4% across all brands in FY23 Q1 compared to FY22 Q1
as customers returned to store.
•Group online sales were $81.8 million, a decrease of 56.6% compared to FY22
Q1. Online sales represented 10.7% of total Group sales compared to an
unusually high 30.1% in FY22 Q1.
•Record first quarter sales at The Warehouse of $414.6 million, up 39.0% on FY22
Q1 -the highest level in our history.
•Grocery sales up 76.2%
•Homeware sales up 32.2%.
•Other brands included Warehouse Stationery sale up 18.0%, Noel Leeming sales
up 3.3% and Torpedo7 sales up 9.4%.
•Group gross profit margin was 32.3% in FY23 Q1, reduced from 32.9% gross
profit margin in FY22 Q1.
•MarketClub loyalty programme membership has increased to 800,000 members,
up from 600,000 at year end, delivering value to New Zealanders every day.
FY23 Q1 UPDATE
19

20
•The global economic environment continues to be volatile and unpredictable.
•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 as they
manage their household budgets.
•We are pleased with the sales growth we have seen in FY23 Q1 but do remain
cautious as we approach Q2 and our busiest times of year.
•We are well positioned as we move toward the Christmas and Summer peak
trading period with good levels of stock across all our brands, despite ongoing
supply chain constraints.
•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

LEADERSHIP SQUAD
Nick Grayston
Group CEO
Jonathan Oram
Group CFO
Richard Parker
Chief Human Resources Officer
Jonathan Waecker
Chief Customer and Sales Officer
Sarah Kearney
Chief Digital Officer
Justus Wilde
CEO TheMarket
Ian Carter
Chief Operations Officer
Anna Shipley
Chief Corporate Affairs Officer
Edwin Gear
Chief Information Officer
Simon West
CEO Torpedo7
Tania Benyon
Chief Product Officer
21

FORMAL BUSINESS
OF MEETING
22
22

23
RESOLUTION 1
Re-election of Joan Withers
Resolution 1Voted%
For199,003,778 98.91
Against174,3230.09
Discretionary2,016,2371.00
Abstain77,907-
Proxy votes received in respect of this resolution:

24
RESOLUTION 2
Re-election of Julia Raue
Resolution 2Voted%
For198,740,71198.77
Against221,2620.11
Discretionary2,251,1861.12
Abstain59,086-
Proxy votes received in respect of this resolution:

25
RESOLUTION 3
Re-election of Caroline
Rainsford
Resolution 3Voted%
For198,870,69798.84
Against89,1940.04
Discretionary2,252,5361.12
Abstain59,818-
Proxy votes received in respect of this resolution:

26
RESOLUTION 4
Auditor Fees
Resolution 4Voted%
For198,971,24498.89
Against154,9920.08
Discretionary2,085,3151.04
Abstain60,694-
That the Directors are authorised to fix the fees and expenses
of PricewaterhouseCoopers as auditors for the ensuing year.
Proxy votes received in respect of this resolution:
26

REMINDER:
PARTICIPATION IN VIRTUAL MEETING –VOTING
27
Shareholder & Proxyholder Voting
Once the voting has been opened, the resolutions and
voting options will allow voting.
To vote, simply click on the Vote tab, and select your voting
direction from the options shown on the screen. You can
vote for all resolutions at once or by each resolution.
Your vote has been cast when the tick appears. To change
your vote, select ‘Change Your Vote’.

GENERAL BUSINESS
AND Q&A
28
28

REMINDER:
PARTICIPATION IN VIRTUAL MEETING –Q&A
Shareholder & Proxyholder Q&A Participation
Written Questions:
Questions may have been submitted ahead of the
meeting. If you have a question to submit during the live
meeting, please select the Q&A tab on the right half of
your screen at anytime. Type your question into the field
and press submit. Your question will be immediately
submitted.
Help:
The Q&A tab can also be used for immediate help. If you
need assistance, please submit your query in the same
manner as typing a question and a Computershare
representative will respond to you directly.
29

30

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
31

This presentation may contain forward looking statements and
projections. There can be no certainty of the outcome and
projections involve known and unknown risks, uncertainties,
assumptions and other important factors that could cause the actual
outcomes to be materially different from the events or results
expressed or implied by such statements and projections.
While all reasonable care has been taken in the preparation of this
presentation, The Warehouse Group Limited does not make any
representation, assurance or guarantees as to the accuracy or
completeness of any information in this presentation. The forward-
looking statements and projections in this report reflect views held at
the date of this presentation.
Except as required by applicable law or any applicable Listing Rules,
the Relevant Persons disclaim any obligation or undertaking to
update any information in this presentation.
A number of non-GAAP financial measures are used in this
presentation. You should not consider any of these in isolation from,
or as a substitute for, the information provided in the 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.
32
DISCLAIMER