Leadership Squad Retention Incentives

Capital Change Notice

Updated as at 17 October 2019


Section 1: Issuer information
Name of issuer The Warehouse Group Limited
NZX ticker code WHS
Class of financial product Unquoted share rights (Share
Rights)
ISIN (If unknown, check on NZX website) NZWHSE0001S6
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 770,711
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share Rights are issued for nil
cash consideration.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

32.51% of total Share Rights
issued.
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
Each Share Right entitles the
employee holding it to be issued
or transferred, for nil cash
consideration and before tax, one
fully paid ordinary share on 24
October 2025 (together with
dividend equivalents), subject to
(i) the employee’s satisfactory
performance over the vesting
period by reference to WHS’
overall financial performance and
delivery of its five-year strategy;
and (ii) approval of a potential
internal successor for the
employee by 1 August 2024.
Vesting is also subject to the
employee remaining employed,
except for certain no-fault
cessations of employment, where
accelerated vesting may apply.
Share Rights are non-
transferable, cannot be
encumbered and have no voting

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

or other share rights. Share
Rights are otherwise subject to
the terms of the individual offer
letter to each employee, including
that the employees’ Share Rights
lapse at the Board’s discretion on
certain misconduct events.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of Share Rights as part of
the employees’ remuneration and
retention arrangements.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
2,370,711
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Resolution of the Board and, if the
Share Rights are settled by
issuance of new ordinary shares,
Listing Rules 4.6.1 and 4.9.1(b).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
No cash consideration is payable
by the employees on the grant of
the Share Rights or on the
delivery of fully paid ordinary
shares following the vesting of
Share Rights. Vesting of Shares
Rights is also subject to the
conditions noted above.
Date of issue/acquisition/redemption
2
01/12/2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Erin Vercoe, Company Secretary
Contact person for this announcement Erin Vercoe
Contact phone number 0212444543
Contact email address Erin.Vercoe@thewarehouse.co.nz
Date of release through MAP

02/12/2022




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).