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The Warehouse Group Limited FY23 Results

Full Year Results27 September 2023WHSConsumer Discretionary

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

Reporting Period 52 weeks to 30 July 2023

Previous Reporting Period 52 weeks to 31 July 2022

Currency New Zealand dollars

$3,399,112

$3,399,112

$29,937

$29,937

Final Dividend

Record Date 16 November 2023

Dividend Payment Date 01 December 2023

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Jonathan.Oram@thewarehouse.co.nz

28 September 2023

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

Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.680 (30 July 2023) $0.780 (31 July 2022)

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 30 July 2023.

Amount per Quoted Equity

Security

$0.08000000

Imputed amount per

Quoted Equity Security

$0.03111111

Current period

Total Revenue up 3.2 %

Net profit/(loss) from

continuing operations

down (65.6)%

Total net profit/(loss) down (65.6)%

Revenue from continuing

operations

up 3.2 %

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

---

FY23 Interim Results
Six months ending 29 January 2023

ANNUAL

RESULTS

FY23

28 September 2023

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

Group Financial Results –Jonathan Oram

FY24 Outlook

Appendix –Additional Information

Glossary

03

08

17

30

33

40

2

CONTENTS

CHAIR’S
UPDATE

3

JOAN WITHERS

4
•We are reporting a Group sales result of $3.4 billion up 3.2% on FY22, including a record

sales result for The Warehouse of $1.9 billion in what has been a very tough economic

environment, and ending the year in a strong financial position.

•While the first half saw significant sales growth of 4.8%, this slowed in the second half to

1.4%.

•It has been a challenging trading environment with Kiwi families experiencing rising inflation,

increased cost of living and rising interest rates, which has intersected with the Group being

mid-way through a transformation programme and in a peakyear of project spend.

•The planned increase in Cost of Doing Business, in particular around IS costs, while facing

pressure on our Gross Profit Margin exacerbated our challenges. The pressures on our

Gross Profit Margin were particularly acute in the first half with higher promotional activity and

through shipping delays and congestion.

•Our response was a strategic reprioritisation with a focus on operational performance,

managing Gross Margin, reducing Cost of Doing Business, and rebalancing project spend.

•While initiatives have been put in place, we have not been able to completely offset ongoing

cost increases. However, we are pleased to have recovered some of the Gross Profit Margin

decline experienced in the first half, and our Cost of Doing Business has decreased as a

percentage of sales compared to prior year as a result of actions taken.

•We stand by our purpose of helping Kiwis live better every day and our vision to make

sustainable living easy and affordable for everyone –for the benefit of our customers, our

community, and our planet, while providing sustainable long-term return for our shareholders.

STRONG SALES IN A CHALLENGING YEAR

5
2023

AT A GLANCE

UP 3.2%

ON FY22

3,071.4

3,172.8

3,414.6

3,294.3

3,399.1

FY19FY20FY21FY22FY23

UP 10.7%

ON FY19

(2.6% CAGR)

SALES

$M

GROSS

PROFIT

$M

74.1

32.1

167.2

85.5

37.5

FY19FY20FY21FY22FY23

ADJUSTED

NPAT

1

$M

DOWN 2.4%

ON FY22

UP 10.5%

ON FY19

(2.5% CAGR)

DOWN 56.2%

ON FY22

1,028.6

1,034.9

1,241.4

1,164.4

1,136.7

33.5%

32.6%

36.4%

35.3%

33.4%

0%

10%

20%

30%

40%

0

200

400

600

800

1,000

1,200

1,400

FY19FY20FY21FY22FY23

Gross ProfitGross Profit Margin

76.2

-168.1

-160.5

41.2

48.1

FY19FY20FY21FY22FY23

NET

DEBT /

(CASH)

$M

1.FY21 Adjusted NPAT has been restated for Cloud Computing adjustments (“SaaS”).

FY19 and FY20 are not adjusted for the SaaS accounting policy change.

LIQUIDITY HEADROOM $421.9M

(FY22: $378.8M)

33% of private label sales from
products with sustainable

attributes (46,637 products

accounting for over $343 million in

sales), up from 22% in FY22.

Diverted 199 tonnes of post-

consumer waste from landfill –

Soft plastics, e-waste, ink and

toners, and other hard to recycle

items.

GHG emissions

7,657t CO2e Scope 1 and 2

emissions, decrease of 43.3%

from FY22

1

.

$4.1 million raised for New Zealand

charities and communities

($83.4 million since 1995).

Zero Waste

Diverted 72.9%operational

waste from landfill.

THE ROADMAP TO NET ZERO

100% EV Light Passenger Fleet

inFY23 –reaching our target to be

100% by 2025 2 years early.

6

6

Agreement signed with

Lodestone –for purchase of solar

generated electricity to power all sites

including stores, DCs and SSO by

2026.

XRB Aotearoa New Zealand

Climate Standards –participant in

setting the NZ Retail sector scenarios.

We are on the journey to develop

these frameworks for reporting in

FY24.

1.The significant reduction is in our Scope 2 emissions primarily due to updated emissions factors released by Ministry for the

Environment (“MfE”) in FY23, which also required a restatement of our FY20 base year, and subsequent years.While our electricity

consumption decreased 2.5% compared to FY22 and decreased 6.0% compared to FY20, the average electricity emission factor

decreased 56% in FY23 compared to FY22.

•The Group dividend policy is to distribute at least 70% of the Group's full year
adjusted net profit after tax, at the discretion of the Board, and subject to trading

performance, market conditions and liquidity requirements.

•Net debt at year end was $48.1 million, down from $83.4 million at the FY23 half year

and slightly higher than $41.2 million in FY22. Available liquidity at year end was

$421.9 million.

•We have significantly reduced our planned project expenditure

1

to $80 million for

FY24 versus $154.4 million in FY23.

•The economic environment in New Zealand continues to be challenging, and although

the Group’s largest brand The Warehouse is faring well, overall Group trading

performance remains uncertain.

•Given the return of net debt to levels that meet our target liquidity range of $350 -

$450 million, the Board is pleased to declare a final dividend of 8.0 cents per share.

•The record date for the dividend will be 16 November 2023 and will be paid on

1 December 2023.

10.0

9.0

13.0

10.0

6.08.0

17.5

10.0

8.0

5.0

16.0

17.0

35.5

20.0

8.0

FY18FY19FY20FY21FY22FY23

Historical Dividends (cps)

InterimFinalSpecial

7

FY23 FINAL DIVIDEND

1.Total project expenditure includes capital expenditure, prepayments, SaaS

expenditure and project operating expenditure.

GROUP
UPDATE

8

NICK GRAYSTON

STRATEGIC REPRIORITISATION
WE HAVE A DIVERSIFIED RETAIL PORTFOLIO PROVIDING CUSTOMERS A WIDE RANGE OF SOLUTIONS

•It has been a challenging 12 months, particularly with the poor performance from Torpedo7. Customers have felt the pinch on their disposable

income with rising inflation, cost of living, increased interest rates, and a preference shift towards services and experiences over goods.

•We planned for an increase in Cost of Doing Business, in particular around IS costs, but faced more than expected pressure onour Gross Profit

Margin through promotional activity and cost of goods while trying to deliver value to our customers. We made the conscious choice to continue the

investment to accelerate our transformation programme which drove increased CODB, particularly IS operational expenditure anddepreciation.

•After a tough first half, which saw margins and profitability impacted, we undertook a strategic reprioritisation to improve performance –protecting

the impact on our own operations and near term operating profit, pausing investment on some projects, and focussing on actions to provide

customers with products at great value.

•We are focused on reducing IS costs as we move through peak investment phase, reducing cost to serve, and improving operatingperformance.

While it’s early days we have seen some improvement come through in the second half financial performance. I am encouraged that we are better

positioned to weather the economic headwinds that we expect to continue in the year ahead.

Reduce Cost of Doing Business –roll out initiatives to

manage labour cost and realise information spend benefits

Project Expenditure –rebalance capital expenditure to align

with reprioritisation and fit within reduced envelope

Integration of TheMarket.com and Torpedo7 –bring these

brands into the Agile operating structure as planned

Growth in Grocery –including Market Kitchen and fresh

offering to deliver what customers need at competitive prices

Group membership –continue to build MarketClub and other

membership programmes to leverage competitive advantage

Focus on operational performance –minimise cost to

serve, manage gross profit margin and reduce working capital

Improving financial performance

Improving operational efficiency and customer offering

9

10
10

What we said we would doWhat we have done

Reprioritised transformation to concentrate on

EBIT delivery.

Some core system implementations are coming

to an end and we are delaying some digital

initiatives and reducing capital expenditure

going forward.

•Restructured our SSO teams to deliver $24m of annualised benefit.

•Significantly reduced the operating costs of the TheMarketwith H1 loss of $16 million

reduced to $6 million in H2. FY24 operating loss from TheMarketis expected to be less

than $5 million.

•Eliminated incremental MarketClubpromotional spend compared to $14m spent in H1.

•Deferred spend ~$30 million including CDP automation, digital wallet, and unified app,

to manage project spend while core projects are delivered –ERPFI, GOMS and ERP-

T7.

Continue to reduce store labour costs by driving

productivity improvements.

•Total employee expenses held flat as % of sales on FY22, despite wage inflation

pressures.

•TWL CODB decreased as a % of sales from 35.9% in FY22 to 33.6% in FY23.

Closure of 1-day operations and integration of

The Market and T7 into Agile.

•Closed 1-day website, exited 1-day distribution centre, and sold through

1-day inventory.

•TheMarket.com moved to Agile structure with greater focus on Group Marketplace and

we are assessing the future platform direction.

•Torpedo7 moved to Agile structure in August 2023, with a recovery plan in place, to be

reassessed at FY24 H1.

Grow profitable grocery offering while offering

affordable essentials to Kiwis.

•Increased Market Kitchen range to include 64 different products.

•Improved grocery supply chain capability.

•SKU reduction is underway.

•Improved margin management –real time pricing, reactive pricing to increased cost of

product, reduced handling through use of bulk stacks.

Closer inventory control –reduce by financial

year end.

•Significantly reduced inventory from half year with closing inventory of $493.3 million

compared to $562.3 million at FY22 and $617.8 million at FY23 H1.

•System projects commenced to further improve inventory management.

ACTIONS TAKEN IN THE SECOND HALF

SalesGross Profit
(1)

Operating Profit

(2)

FY23

$ million

FY22

$ millionVariance

FY23

$ million

% margin

FY22

$ million

% margin

Variance

vs FY22

%

FY23

$ million

% margin

FY22

$ million

% margin

Variance

vs FY22

%

1,892.4 1,726.9 9.6%708.5 696.6 1.7%71.6 75.7 -5.5%

37.4%40.3%-290 bps3.8%4.4%(60 bps)

248.6 249.7 -0.4%116.6 118.6 -1.7%23.0 23.1 -0.2%

46.9%47.5%-60 bps9.3%9.2%10 bps

1,061.0 1,096.7 -3.3%233.1 254.1 -8.2%27.3 53.9 -49.3%

22.0%23.2%-120 bps2.6%4.9%(230 bps)

162.2 171.5 -5.4%48.561.8 -21.5%(22.2)(2.2)-891.3%

29.9%36.0%-610 bps-13.7%-1.3%(1,240 bps)

33.7 50.0 -32.6%(22.0)(24.7)11.0%

1.3 (0.5)-338.9%(16.5)(9.0)-84.7%

3,399.1 3,294.2 3.2%1,136.71,164.4-2.4%61.2116.8-47.6%

11

Other

(3)

1.Total Group Gross Profit includes $30.0 million attributable to TheMarketand other group allocations.

2.Operating Profit includes the impact of SaaS but excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported

EBIT refer to Slide 19 of this presentation and Note 2 of the Financial Statements for the year ended 30 July 2023.

3.Other items in operating profit include corporate costs and other unallocated overheads.

Core Agile brands Operating Profit decreased 20% from $152.7 million to $121.9 million.

DIVISIONAL SUMMARY

$121.9m$152.7m

12
TORPEDO7 RECOVERY PLAN

We have experienced significant challenges with Torpedo7 which delivered an operating

loss for the year of $22.2 million.

•Decreased consumer demand, consistent with the global decline in the bike market,

significantly impacted sales and profitability.

•We have provided for an inventory impairment of $4.6 million against Torpedo7 to manage

excess and aged stock and have put a recovery plan in place for the business.

•Addressing Torpedo7’s performance will be a major focus for the Group for FY24, and we will

provide an update on our progress at our FY24 1H update.

Improving Gross Profit Margin

•Reducing excess inventory

•Improving bike margin through brands and range

•Increasing apparel and private label

Reducing Cost of Doing Business

•Implementing and realising benefits of new ERP

•Integration of support team in Group Store Support Office

•Closing poor performing stores

•Focus on labour productivity

ECOSYSTEM
OUR INTEGRATED

13

•Our aim is to deliver a modern, integrated retail experience grounded in our purpose

of helping Kiwis live better every day, powered by a customer-centric ecosystem that

makes shopping with The Warehouse Group easy and hassle-free while providing

more value for customers.

•Our ecosystem has strong foundations comprising our iconic brands, an established

store footprint, and market-leading digital assets.

•Our loyalty membership programme, MarketClub, is at the heart of our ecosystem.

There are now over 1.3 million MarketClub members across TheMarket.com and The

Warehouse. Throughmembership weachieve increased customer insights through

first party data.

•We are improving fulfilment capability and our cost-to-serve to our customers as part

of driving increased profitability in online and transitioning to an omnichannel model.

•Our retail media network MarketMedia, is generating new marketing and revenue

opportunities, launching in-store digital screen advertising across The Warehouse

and Noel Leeming stores, giving our brands and suppliers the opportunity to reach

customers while they are shopping.

•We are providing our customers with more payment options to help them get what

they want when they need it.

★★★★★
Customer review

103k+3P

SKUs from

71 merchants

at The

Warehouse

online

Group

GMV

1

$74.3m

1. Group Gross Merchandise Value (GMV) includes first and third party sales on TheMarket.com and Group Marketplace.

AND OUR MARKETPLACE STRATEGY

•Since its launch in 2019, TheMarket.com has grown at scale,

to develop a marketplace platform which thousands of

customers and brands want to engage with.

•We are taking the best of TheMarket.com and embedding itat

the core of our Group online strategy. As part of this strategy,

we have closed our 1-day operations and significantly

reduced stand-alone costs for TheMarket.com.

•Our Group Marketplace initiative launched in October 2022,

integrating some of the TheMarket.com products onto The

Warehouse website and app, and extending our range online,

providing over 103,000 third-party products from 71

merchants to our existing online customer base.

•Total Group GMV¹ of $74.3m in FY23, including marketplace

transactions across TheMarket.com and Group Marketplace.

•While Group Marketplace is still in its early days, we have

seen gooduptake from customers and suppliers are

responding positively to an additional channel for their

product.

14

15
MarketClub is our free-to-join membership programme that gives our

customers exclusive discounts and offers when shopping with us.

•In October 2021, we introduced MarketClub into The Warehouse, and this year we reached

a milestone of more than 1.3 million MarketClub members. Our Club members are our

most engaged customers, with the highest lifetime value.

•Currently, members can use MarketClub at The Warehouse through The Warehouse app,

our online store, or by scanning the app at our store checkouts. At TheMarket.com, we also

offer MarketClub+, a subscription service that provides free shipping on millions of eligible

items, VIP access to exclusive offers, priority customer service, and more.

•In FY23, MarketClub members saved nearly $18 million

1

with member discounts. The most

popular deals in FY23 were our $4 and $5 Tararua500g Butter, with over 220,000

customers scanning MarketClub to access the offer, proving an appetite for lower priced

grocery essentials.

•Every time a MarketClub member scans at The Warehouse, we donate a portion of the

proceeds to a charitable cause on their behalf. Since launching the platform in October

2021, we have donated over $1.6 million to various causes in New Zealand.

•MarketClub incremental promotional spend did impact margin in FY23 H1, and we have

eliminated promotional spend in the second half.

•Growing first party data across all our brands is a competitive advantage, particularly via

retail media opportunities. MarketClub is a foundational element of our ecosystem, and we

will continue to expand the platform.

15

1.Savings based on FY23 sales for MarketClubsale items Recommended Retail Price (RRP) less MarketClubsale price.

MARKETCLUB

More than

1.3M

MarketClub

members

$18m

saved by

MarketClub

members in

FY23

1

AFFORDABLE GROCERIES FOR KIWI FAMILIES
•FY23 saw our Grocery

1

range go from strength to strength as we demonstrated

our commitment to offering customers much needed value on essential

products, in all The Warehouse stores.

•Grocery sales grew 26.1% in FY23, contributing to 18.7% of The Warehouse

sales, including 91.8% growth in pantry and chilled, 26.6% growth in household

cleaning items, and 23.8% growth in pet care.

•We have taken significant steps forward in FY23, including our fresh fruit and

vegetable trial, now in 12 stores.

•Our private label Market Kitchen range now includes 64 products, helping give

Kiwis more affordable essentials and pantry staples, including our Market

Kitchen 500g salted butter for $5, and Market Kitchen 1kg coffee beans for $20.

•This year we improved our grocery supply chain capability and are reducing

SKUs. We have improved margin management with real time pricing to react to

increased cost of product, and reduced handling through the use ofbulk stacks

and shelf-ready trays.

•We continue to seek access to wholesale supply at equitable cost prices to

offer affordable groceries to Kiwi families. Legislative measures have presented

little relief so far.

1.Grocery categories include pantry, confectionery and snacks, beverages, household consumables, health and beauty, and pet care.

16

17
GROUP

FINANCIAL

RESULTS

17

JONATHAN ORAM

For the year ended 30 July 2023
1.Operating Profit includes the impact of SaaS but excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported

EBIT refer to Slide 19 of this presentation and Note 2 of the Financial Statements for the year ended 30 July 2023.

2.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.For a reconciliation between Reported and Adjusted NPAT refer to Slide 19 of this presentation and

Note 5 of the financial statements for the year ended 30 July 2023.

3.Reported NPAT refers to Net Profit After Tax attributable to shareholders of the parent.

•Sales growth of 3.2% was underpinned by a very strong first half with

sales growth of 4.8%, followed by a softer second half with sales

growth of 1.4% as cost of living impacted sales particularly in Noel

Leeming and Torpedo7.

•The Warehouse sales performed well with first half growth of 13.2%,

second half growth of 5.7%, and FY23 year growth of 9.6% -to

achieve record sales of $1.9 billion

•Gross Profit Margin declined 190 basis points compared to prior year

but saw a recovery from the first half decline of 200 basis points.

•Cost of Doing Business (“CODB”) increased in dollar terms, mainly

due to significant increases in informational systems, digital costs and

depreciation, but decreased slightly to 31.6% of total sales.

•Adjusted NPAT was $37.5 million in FY23, compared to $85.5 million

in FY22, a decrease of 56.2% and includes interest expense of

$9.1 million.

•Reported NPAT was $29.8 million in FY23, compared to $89.3 million

in FY22 due to restructuring costs and impairment of Zoom

investment.

$ million

FY23FY22Variance

Group Sales

3,399.1 3,294.3

3.2%

Gross Profit

1,136.7 1,164.4

-2.4%

Gross Profit Margin %33.4%35.3%(190) bps

Cost of doing business (“CODB”)

1,075.5 1,047.6

2.7%

CODB %31.6%31.8%(20) bps

Operating Profit

1

61.2 116.8

-47.6%

Operating Profit Margin %1.8%3.5%(170) bps

NPAT (adjusted)

2

37.5 85.5

-56.2%

NPAT (reported)

3

29.8 89.3

-66.6%

Operating Cash Flow

214.2 105.4

103.2%

Dividends (cps)

8.0 20.0

(12.0)

PERFORMANCE

GROUP

18

EBITNPAT
$ millionFY23FY22FY23FY22

Reported Earnings

88.1158.8 29.889.3

Gain on sale of property

(0.4) -(0.3) -

Restructuring costs

10.9-7.9-

Associate impairment

3.5-3.5-

Adjustments for NZIFRS16

2

(40.9) (42.0) (3.4) (3.8)

Adjusted Earnings

3

61.2116.8 37.585.5

1.To improve the understanding of underlying business performance, the Group adjusts profit for unusual and non-trading items. Unusual items include gain on sale of property, restructuring costs,

impairments, and the non-cash impact of applying the NZIFRS 16 lease accounting standard.

2.The NZIFRS16 adjustment of $40.9 million in FY23 (FY22: $42.0 million) represents the difference between the depreciation on Right-of-use-Assets and old NZGAAP rent expense. Refer to Note 2.2

of the financial statements for the year ended 30 July 2023 for further information.

3.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.A reconciliation between Reported and Adjusted NPAT can also be found inNote 5 of the financial

statements for the year ended 30 July 2023.

ADJUSTED EBIT AND NPAT RECONCILIATION

•The Group sold its Royal Oak (Auckland) store property

in July 2023 for $30.5 million as part of a sale and lease

back arrangement, which realised a gain on sale of

$0.4 million.

•Due to a decline in profitability in FY23 H1, the Group

restructured its operations to lower its cost of doing

business. Restructure costs of $10.9 million represent

staff redundancy costs, the write-off of redundant 1-day

business assets, and costs connected with the disposal

of the 1-day inventory.

•Associate impairment of $3.5 million represents

impairment of the Group’s investment in Zoom

Heathcare.

Adjustment for NZ IFRS16FY23FY22

Pre-NZ IFRS16 rent

135.9133.9

Right of use asset amortisation

(96.0)(94.6)

Gain on lease terminations

1.02.7

NZ IFRS16 impact on EBIT

40.942.0

19

FY23 RESULTS –H1 and H2
For the year ended 30 July 2023

H1H2

$ million

FY23 H1 FY22 H1Variance %FY23 H2FY22 H2Variance %

Group Sales

1,813.2

1,730.0 4.8%

1,585.91,564.31.4%

Gross Profit

592.4

599.6 -1.2%

544.3564.8-3.6%

Gross Profit Margin %

32.7%34.7%(200) bps34.3%36.1%(180) bps

Cost of doing business (“CODB”)

561.5

542.4 3.5%

514.0505.21.7%

CODB %

31.0%31.4%(40) bps32.4%32.3%12 bps

Operating Profit

1

30.9

57.2 -46.0%

30.359.6-49.1%

Operating Profit Margin %

1.7%3.3%(160) bps1.9%3.8%(190) bps

Adjusted NPAT

2

19.6

42.0 -53.4%

17.943.5-58.8%

Online sales as a % of sales

3

12.3%21.1%(879) bps

9.3%12.0%

(267) bps

1.Operating Profit includes the impact of SaaS but excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT

refer to Slide 19 of this presentation and Note 2 of the Financial Statements for the year ended 30 July 2023.

2.Adjusted Net Profit After Tax (NPAT) is before unusual itemsand is a non-GAAP measure.For a reconciliation between Adjusted and Statutory NPAT refer to Slide 19 of this presentation and Note 5 of

the financial statements for the year ended 30 July 2023.

3.Online Sales includes The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7 online and Gross Merchandise Value (GMV)through TheMarket.com and Group Marketplace.

•Sales growth slowed in FY23 H2 with growth decreasing from 4.8% in H1 to 1.4% in H2.FY22 H1 was impacted by COVID-19

lockdown resulting in strong growth this year. Compared to FY21 sales were flat in H1 and down 1.3% in H2.

•Gross Profit also showed signs of recovery though it fell at a greater rate than sales in both halves reflecting the decline in Gross

Profit Margin.The underlying Gross Profit Margin did improve in H2, with a decline of 180 bps versus 200 bps in H1.

•CODB increased at a slower rate in FY23 H2 versus last year with the benefit of CODB reduction initiatives.In FY23, CODB was

slightly down as a percentage of sales, compared to FY22, due to sales growth.

•Online sales continued its trend of decline but at a much slower rate with online as a percentage of sales 267 bps less in FY23 H2

versus last year, compared to an 879 bps decline in FY23 H1 due to exceptionally strong COVID-19 related online sales in FY22 H1.

20

1,683.4
1,808.3

1,730.0

1,813.2

1,489.4

1,606.3

1,564.3

1,585.9

FY20FY21FY22FY23

H1H2

$m

FY23 H1FY22 H1Variance H1FY23 H2FY22 H2Variance H2FY23FY22

Variance

FY23 vs FY22

The Warehouse

1,013.7 895.4 13.2%878.7 831.5 5.7%1,892.4 1,726.9 9.6%

Warehouse Stationery

124.1 122.0 1.7%124.5 127.7 -2.5%248.6 249.7 -0.4%

Noel Leeming

556.7 582.7 -4.5%504.3 514.0 -1.9%1,061.0 1,096.7 -3.3%

Torpedo7

96.4 97.5 -1.1%65.8 74.0 -11.1%162.2 171.5 -5.4%

Other

1

22.3 32.4 -31.2%12.6 17.1 -26.3%34.9 49.5 -29.5%

Total Group Sales

1,813.2 1,730.0 4.8%1,585.9 1,564.3 1.4%3,399.1 3,294.3 3.2%

•The Warehouse and Warehouse Stationery were the brands most impacted in

FY22 H1 by COVID-19 lockdowns.

•The Warehouse saw significant sales growth in H1, up 13.2%, followed by

softer growth of 5.7% in H2, with FY23 sales growth of 9.6%, and a record

$1.9 billion.

•Warehouse Stationery started the year with 1.7% growth in H1, finishing with

FY23 sales decline 0.4%. Office furniture and print and consumables

categories drove sales weakness over FY23.

•Noel Leeming was impacted by New Zealand wide trend of decreased spend

on discretionary items in H1 with sales decline 4.5%, but this rate of decline

slowed in H2 with sales down 1.9%.

•Torpedo7 was most impacted by declining global demand in bikes and other

high cost discretionary items, down 1.1% and 11.1% in H1 and H2,

respectively, albeit after five very strong years of sales growth underpinned by

store growth from 11 stores in FY18 to 25 stores in FY23.

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.

FY23 SALES –HALF YEAR SALES TREND

4.8%1.4%

Sales ($million)

21

42.1%
48.3%

23.3%

37.9%

40.3%

47.5%

23.2%

36.0%

37.4%

46.9%

22.0%

29.9%

The WarehouseWarehouse StationeryNoel LeemingTorpedo7

FY21FY22 FY23

Gross Profit Margin by Brand

GROSS PROFIT MARGIN

•Group Profit Margin was 33.4% for FY23, with a margin decline in FY23 H2

of 180 basis points versus 200 basis points in FY23 H1. Although an

improvement, this is still down from 35.3% in FY22, and we continue to put

in place further initiatives to recover this.

•The decline in Gross Profit Margin was largely attributable to The

Warehouse with some contribution from Noel Leeming and Torpedo7.

Group Gross Profit Margin movement

FY22 to FY23

33.1%

33.5%

32.6%

36.4%

35.3%

33.4%

27.3%

27.1%

26.5%

29.9%

29.8%

28.4%

FY18FY19FY20FY21FY22FY23

Group Gross Profit MarginGroup Gross Profit Margin - excl TWL

Gross Profit Margin –excluding TWL

22

IMPACT ON GROSS PROFIT MARGIN
The Warehouse –Gross Profit Margin

FY22 to FY23

The Warehouse –Category sales movement year on year

Category sales as % of total sales

Category Sales

FY23 vs FY22

FY23FY22

Grocery

1

18.7%16.3%26.1%

Home

21.1%21.4%8.2%

Apparel

14.0%14.5%5.9%

Other

46.2%47.7%5.7%

Total Sales

100.0%100.0%9.6%

•Gross Profit Margin declined 370 basis points in the first half to

36.3% but recovered significantly in the second half with a

comparative decline of 200 basis points, resulting in full year

Gross Profit Margin of 37.4%, compared to 40.3% in FY22, a

290 basis points decline.

•In the second half the incremental Market Club promotional

spend was eliminated and detention charges were no higher

than historical levels.

•Product mix continued to impact margin with the increase in

sales of Grocery, up 26.1% in the year to make up 18.7% of

total The Warehouse sales.

1.Grocery categories include pantry, confectionary and snacks, beverages, household consumables, health and beauty, and pet care.

FY22

Market

Club

Promo

Other

Promo

Category

mix

OnlineDetentionOtherFY23

H1

40.0%(1.4%)(1.2%)(0.9%)0.3%(0.4%)(0.2%)36.3%

H2

40.7%0.3%(2.1%)(1.2%)0.4%0.1%0.4%38.7%

FY23

40.3%(0.6%)(1.6%)(1.0%)0.4%(0.2%)0.1%37.4%

23

Torpedo7 EBIT Loss ($million)
FY22 to FY23

EBIT CHALLENGES AND INSIGHTS

35.6%

24.6%

8.6%

13.2%

6.7%

3.7%

7.6%

Cycle

Outdoor (incl. apparel)

Fitness

Water (incl. apparel)

Snow (incl. apparel)

Footwear

Other

Torpedo7 Category Mix (Sales)

•Torpedo7 experienced a significant decline in EBIT over FY23, after being on a path to breakeven.There were

many factors across Gross Profit Margin and Cost of Doing Business.

•In Gross Profit Margin, there has been a major dislocation of the bike market; snow and water categories were

impacted by weather; and water categories were impacted by increased levels of competition.

•Cost of Doing Business has increased as capability has been built to support store network growth, increased

depreciation of new store fixtures and fittings, and a new ERP implementation.

Gross Margin impactCODB impact

24

17.5%
16.9%

1.6%

2.0%

3.9%

3.8%

8.8%

8.9%

FY22FY23

Employee ExpenseDepn & Amortisation Expense

Lease ExpenseOther Expense

GROUP COST OF DOING BUSINESS

1.Cost of Doing Business is presented excluding the impact of NZ IFRS16.

2.Lease expenses excludes the impact of NZ IFRS16 and includes rent received and COVID-19

rent relief received.

CODB Movement ($million) –FY22 to FY23

CODB as % of sales

31.8%

31.6%

31.8%

31.6%

•CODB

1

was up $27.9 million, or 2.7%, from FY22 mainly

due to depreciation and information system costs, included

in Other Expenses due to the significant increase in project

spend over the last few years.

•Employee expense for the year is slightly down, and as a

percentage of sales, down 60 basis points, post Store

Support Office restructuring and store productivity

initiatives.

•Lease expense

2

was up 3.0% as the impact of inflation

flowed through lease expense.

25

INFORMATION SYSTEMS & DIGITAL COSTS
1.FY19 and FY20 are not adjusted for the SaaS accounting policy change.

36.4

42.5

37.8

37.9

63.3

21.2

31.4

21.7

36.4

42.5

59.0

69.3

85.0

FY19FY20FY21FY22FY23

Operating expenditureSaaS expenditure

24.6

32.6

29.4

45.2

42.4

3.6

8.1

11.2

24.6

32.6

33.0

53.3

53.6

FY19FY20FY21FY22FY23

CapexPrepayments

CAPEX –Information Systems and Digital

1

($million)

OPEX –Information Systems and Digital

1

($million)

•Information systems and digital operating costs have increased with project spend as systems are

implemented and go-live.

•Though project spend has been through its peak in FY23, operating expenditure is expected to peak in

FY24 as core projects go-live.

26

$ million
FY23FY22Variance

Inventory

493.3 562.3

(69.0)

Trade and other receivables

97.0 99.5

(2.5)

Trade and other payables

(407.2)(480.5)

73.3

Provisions

(71.7)(71.0)

(0.7)

Working Capital

111.4110.3

1.1

Associate

-3.8

(3.8)

Fixed Assets

317.6 303.2

14.4

Funds Employed

429.0417.3

11.7

Tax Assets

93.590.7

2.8

Derivatives

(2.1)28.8

(30.9)

Right of Use Assets

661.0673.3

(12.3)

Goodwill and Brands

73.0 73.0

-

Capital Employed

1,254.41,283.1

(28.7)

Shareholders’ Equity

402.1421.9

(19.8)

Minority Interests

1.0 (0.8)

1.8

Net Debt / (Cash)

48.1 41.2

6.9

Net Lease Liability

803.2 820.8

(17.6)

Sources of Funds

1,254.41,283.1

(28.7)

Liquidity

421.9378.843.1

•Working capital increased marginally over the course of FY23

but within that was a significant reduction in inventory, down

$69.0 million to $493.3 million.

•A part of the reduction in inventory was a normalisation of goods

in transit, which decreased from $94.1 million to $65.4 million.

This reduction reflected a return to previous shipping transit

times and reduction in port congestion.

•Offsetting this reduction in inventory was a decrease in trade

and other payables, reflecting lower inventory purchasing and a

change in product and brand mix.

•Fixed assets increased $14.4 million due to an increase in store

development, notably Warkworthin FY23, and investment in

core systems and digital platforms, offset by sale of Royal Oak

property under a sale and lease back arrangement.

•Net Debt increased from $41.2 million to $48.1 million at year

end, but a significant reduction from $83.4 million at half year.

•Committed bank facilities were $470.0 million at FY23, providing

liquidity of $421.9 million, versus the Group’s target liquidity

range of $350 million to $450 million.

As at 30 July 2023

BALANCE SHEET

27

$ million
FY23FY22Variance

Trading EBITDA

1

264.7 304.9

(40.2)

Working Capital

12.4(117.5)

129.9

Restructuring costs

(10.9)-

(10.9)

Taxes Paid

(11.0)(42.5)

31.5

Interest Paid (incl. lease interest)

2

(44.1)(36.8)

(7.3)

Other items

3.1(2.7)

5.8

Operating Cash Flow

214.2 105.4

108.8

Capital Expenditure

3

(115.1)(107.5)

(7.6)

Divestments -PPE

30.7 0.5

30.2

Acquisitions

(0.7)(6.2)

5.5

Lease principal repayments

(101.2)(98.3)

(2.9)

Dividends Received

0.1 0.4

(0.3)

Dividends Paid

(35.0)(96.0)

61.0

Other

0.1 -

0.1

Net Cash Flow

(6.9)(201.7)

194.8

Closing Net Cash / (Net Debt)

(48.1)(41.2)

(6.9)

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

2.Interest paid includes $36.2m interest on lease liabilities (FY22: $36.7m) . Refer to Note 3.6 of the Financial

Statements for the year ended 30 July 2023.

3.Capital expenditure is presented after the impact of Cloud Computing adjustments (“SaaS”) and is part of

total project spend of $154.4 million in FY23 (refer to Slide 29).

•Operating cash flow increased 103.2% to $214.2 million, with a

decrease in trading EBITDA offset by a significant improvement in

working capital movement due to decreased inventory, increased

receivables and decreased payables.

•Capital expenditure cash flow was $115.1 million in FY23,

compared to $107.5 million in FY22. Capital expenditure peaked

this year as we come towards the end of many systems investment

programmes.

•Interest paid on borrowings increased $7.3 million compared to

FY22 due to higher average debt during the year.

•During the year we sold the Royal Oak property which was one of

our owned store sites. The property was sold for $30.5 million

under a sale and lease back arrangement with the proceeds being

used to reduce debt.

•Dividends payments were lower in FY23 with no interim dividend

declared. Dividends paid comprise of $35.0 million being the FY22

final dividend of 10.0 cents per share paid during the year.

CASH FLOW

For the year ending 30 July 2023

28

$million
FY23

Capex Spend

FY23

Prepayments

FY23

SaaS spend

FY23

OpexSpend

FY23

Total Project

Core Systems

15.411.216.23.646.4

Store Development

26.6---26.6

Other IS

20.1-3.72.226.0

Digital and Customer

6.9-1.81.410.1

Supply Chain

10.9---10.9

Other

33.30.20.20.734.4

Total Project Spend

113.211.421.97.9154.4

PROJECT EXPENDITURE

•Capital expenditure was $113.2 million

1

in FY23, compared to $107.5 million in FY22. Total project expenditure

2

was $154.4 million

on these projects in FY23.

•Core Systems investment included delivery of ERP Finance and Inventory, Group Order Management System, Warehouse

Management System, Master Data Management, and the delivery of our new people and HR system, Human Capital Management.

•Store development continued in FY23, but at a lesser pace than in FY22. New stores included the new Warkworthretail centre, a

new Torpedo7 store in Botany, and the relocation of Torpedo7 Christchurch to a bigger site. Our SWAS integration programme

included the development of a further 5 stores in FY23, bringing the total number of SWAS stores to 40.

•FY24 total project expenditure is capped at $80 million, with capital expenditure (including prepayments) expected to be between

$60 million to $70 million.

For the year ending 30 July 2023

13.6%

23.5%

17.8%

6.1%

9.6%

29.4%

Capital

Expenditure

$113.2m

1.The difference between Capital Expenditure of $113.2 million and Capital Expenditure per Statement of Cash Flows of $115.1 million is due to timing of accruals and creditor payments.

2.Total project expenditure includes capital expenditure, prepayments, SaaS expenditure and project operating expenditure.

29

FY24 OUTLOOK
30

30

31
•While FY23 has been a challenging year, our initiatives to improve operational performance and reduce our CODB have strengthened

our position. We are optimistic we will maintain this momentum into FY24, and our focus on improving financial performance will

continue.

•FY24 has started with softer sales than expected, but with Gross Profit in line with expectations.We remain cautious about the outlook

as we approach our busiest time of the year.

•The business has planned its cost base and inventory purchasing considering this uncertainty. We will continue to adapt our trading

plan to the market conditions as sales build through to Christmas.

•Torpedo7 is our most challenged brand, and we will be reporting on the performance against our recovery plan at half year.

•We have rationed project expenditure to a cap of $80 million in FY24 with a focus on delivering major projects that are in flight.

FY24 OUTLOOK

31

THANK YOU
HELPING KIWIS LIVE

BETTER EVERY DAY

32

ADDITIONAL INFORMATION
APPENDIX

33

55.7%
7.3%

31.2%

4.8%

1.0%

(1)

FY23 Group Sales

$3,399.1m

1.Other sales (1.0%) includes revenue from TheMarket.com (excluding Gross Merchandise Value (GMV)), sales

through 1-day.co.nz, and other Group operations and eliminations.

2.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a

reconciliation between Operating Profit and Reported EBIT refer to Slide 19 of this presentation and Note 2 of the

Financial Statements for the year ended 30 July 2023.

3.Other items in operating profit include corporate costs and other unallocated overheads.

Divisional Summary

$162.2m

$1,892.4m

$1,061.0m

$248.6m

9.6%(0.4%)(3.3%)(5.4%)

FY23 Operating Profit

(2)

($million)

Other

(3)

TOTAL

GROUP

Core Agile Brands $121.9m

34

•Sales were up 9.6% vs FY22. Prior year was impacted by COVID-19
restrictions, resulting in decreased foot traffic, stock availability, and restricted

supply chain.

•Online sales decreased compared to last year driven by a decrease in

conversion from 2.6% in FY22 to 1.5% in FY23, as FY22 saw record-high online

sales from extended lockdowns. Decline in online sales reflects customers

moving back to stores.

•Store foot traffic was up 17.6% vs FY22 leading to an increase of 14.4%

intransactions, offset byconversion being down 1.5%. The foot traffic increase

was seen mostly in the first half of the year due to comparing to the COVID-19

restrictions of the prior year.

•Grocery enjoyed another growth year with Pantry and Chilled category sales

increasing more than 90%, resulting in total Grocery sales increasing 26.1%

compared to FY22 and now making up 18.7% of total The Warehouse sales.

•Poorer performing categories included Sporting goods and some Seasonal

areas due to a wet summer and late winter.

•Gross Profit Margin was down 290 bps. The majority of this variance occurred in

H1 with an improvement in H2, but continuation of category mix change

withsales growth in lower margin categories such as Grocery and Tech.

•CODB increased by $16.0 million due to increases in rent and support office

costs due to recent investment in technology platforms are offset by savings in

store labour and fulfilment centre.

•Two store closures (South City and SnellsBeach) offset by the opening of

Warkworthbrings total stores to 88.

$million

FY23FY22Variance

Sales

1,892.4 1,726.9

9.6%

Gross Profit

708.5696.6

1.7%

Gross Margin %37.4%40.3%(290)bps

Cost of Doing Business (CODB)

636.9620.9

2.6%

CODB %33.6%35.9%(230)bps

Operating Profit

71.675.7

(5.5%)

Operating Margin %3.8%4.4%(60)bps

Online sales

119.0181.3

-34.4%

Online as a % of sales

6.3%10.5%

(421)bps

Click and Collect as % of online sales

47.8%45.9%

187bps

Number of stores

8889

(1)

NEW ZEALAND’S LEADER ON VALUE

For the year ended 30 July 2023

35

•Sales were down 0.4% vs FY22. Whilst in-store andonline transactions were
strong with growth of 9.0%, this was offset with a significant reduction in

average basket size of 9.6% compared to FY22.

•Online sales decreased 35.4% compared to the prior period, driven by COVID-

19 lockdown forcing a shift to the online channel, especially in FY22 H1. Click &

Collect sales were down 52.9%, making up 18.7% of online sales.

•Office Furniture, Print and Consumable categories have been softer in FY23,

post COVID-19 heightened spending, and changing printer technology.

•Print & Copy Centre achieved its best sales year in FY23, which has helped to

partially offset the deterioration in overall Margin.

•Gross Profit decreased 1.7% to $116.6 million, through lower sales volumesand

rebates, increased clearance activity in Q4 and a change in sales mix with lower

proportion of high margin product sales (eg: office furniture).

•CODB decreased by 2.1% due to a focused effort to reduce labour in stores as

well as reduction inlease costs and advertising.

•Operating Profit decreased 0.2% to $23 million, with Operating ProfitMargin

increasing +10bps to 9.3%.

•Warehouse Stationery Auckland CBD and Johnsonville were closed during the

year, while 5 SWAS integrations were implemented in FY23, including Lower

Hutt, Palmerston North, Timaru, Warkworthand Chartwell, bringing the total

SWAS stores to 40.

For the year ended 30 July 2023

$million

FY23FY22Variance

Sales

248.6 249.7

-0.4%

Gross Profit

116.6 118.6

-1.7%

Gross Margin %46.9%47.5%(60)bps

Cost of Doing Business (CODB)

93.6 95.5

-2.1%

CODB %37.6%38.3%(70)bps

Operating Profit

23.0 23.1

-0.2%

Operating Margin %9.3%9.2%10bps

Online sales

22.1

34.3

-35.4%

Online as a % of sales

8.9%

13.7%

(483)bps

Click and Collect as % of online sales

18.7%

25.6%

(693)bps

Number of stores

66

68

(2)

GET THE SMALL STUFF RIGHT

36

For the year ended 30 July 2023
$million

FY23FY22Variance

Sales

1,061.0 1,096.7

-3.3%

Gross Profit

233.1 254.1

-8.2%

Gross Margin %22.0%23.2%(120)bps

Cost of Doing Business (CODB)

205.8 200.2

2.8%

CODB %19.4%18.3%110bps

Operating Profit

27.3 53.9

-49.3%

Operating Margin %2.6%4.9%(230)bps

Online sales

118.1178.3

-33.7%

Online as a % of sales

11.1%16.3%

(512)bps

Click and Collect as % of online sales

62.9%57.7%

522bps

Number of stores

6768

(1)

BEST OF TECH AND GLOBAL BRANDS

•Sales were down 3.3% vs FY22 as high cost of living continued to drive tough

market conditions and impact customers discretionary income.

•While FY22 saw country wide COVID-19 lockdowns, FY23 saw customers return to

stores, with Noel Leeming foot traffic increasing 13.1%.

•Online sales have normalised to pre-COVID-19 shopping patterns, making up to

11.1% of total sales. Click & collect remained our customers’ most popular

fulfilment option, accounting for 62.9% of online sales fulfilment, up from 57.7% in

FY22.

•The financial pressures faced by many customers resulted in decreased demand

for bigger ticket items leading to a decline in year on year sales across Whiteware,

TV and Computers. Growth categories included Communications, Smart Home and

Gaming categories as a result of strong product offering and availability.

•Gross Profit Margin % was 22.0%, decreasing 120bps from FY22, due to higher

sales in lower margin categories and an increasingly competitive environment.

•CODB 2.8% higher than FY22 due to increased rent and other recharges to the

Brand.

•The Noel Leeming George St, Dunedin store closed during the year.

37

•Sales were down 5.4% vs FY22 , driven by a number of factors including
lapping strong COVID-19 driven sales, a major dislocation in the bike market

and unseasonal weather.

•These conditions particularly impacted our Cycle, Water and Snow categories.

Fitness also saw a decline, the result of post-COVID-19 lock down softening in

demand for such products.

•Store foot traffic increased 13.9% as customers returned to shopping in store.

Store Sales increased 8.1% due to the annualisationof new stores opened in

FY22 (Invercargill, Whangarei, Petone), and the new Botany store in FY23.

•Online sales decreased 28.9% as COVID-19 lock down periods drove elevated

online sales last year. Click & Collect remains a popular option for customers,

accounting for 49.6% of online Sales, up 340bps. Torpedo7 has the highest

online penetration of sales within the Group.

•Gross Profit Margin was impacted by the dislocation of the bike market, snow

and water categories impacted by weather, and water categories were impacted

by higher levels of competition.

•As at FY23 we have provided for an inventory impairment of $4.6 million against

Torpedo7 to manage excess and aged stock. We have a recovery plan in place

for the business and this will be a major focus in FY24.

•Cost of Doing Business has increased as capability has been built to support

store network growth, depreciation of store fixtures and fittings and a new ERP

being implemented.

•During the year we opened one new store in Botany, Auckland.

For the year ended 30 July 2023

$million

FY23FY22Variance

Sales

162.2 171.5

-5.4%

Gross Profit

48.5 61.8

-21.5%

Gross Margin %29.9%36.0%(610)bps

Cost of Doing Business (CODB)

70.7 64.0

10.5%

CODB %43.6%37.3%630bps

Operating Profit

(22.2)(2.2)

891.3%

Operating Margin %-13.7%-1.3%(1,240)bps

Online sales

42.9

60.6

-29.2%

Online as a % of sales

26.4%

35.3%

(890)Bps

Click and Collect as % of online sales

49.6%

46.2%

340bps

Number of stores

25

24

1

SEE YOU OUT THERE

38

ERPFI
Oracle Fusion Finance and Inventory (ERPFI) to replace

legacy systems in The Warehouse, Warehouse Stationery

and Noel Leeming. Release 2 Solution Build and User

Acceptance testing were completed in July 2023.End to End

testing and cut over process are areas of current focus.

Likely go-live date in FY24 H2.

GOMS

Group Order Management System is dependent on ERPFI.

It will significantly improve online ordering and fulfilment from

any group location, cost management, and automated

customer support.

Go-live date late FY24 / early FY25.

SIGNIFICANT PROGRESS ON CORE SYSTEMS

MDM

Human

Capital

Management

Torpedo7

ERP

Master Data Management continues to be a cornerstone

capability for all new technology infrastructure projects.

We expect to incorporate dimension and supplier data in

FY24.

HCM is the HR module in ERPFI. Go-live was completed in

August 2023.Deployed for all Group employees, this

release includes employee self-service capability, and

automation of our recruiting and new employee onboarding

processes.

Project involved replacement of Accredowith Microsoft

Dynamics 365 as a business-wide ERP. All system build,

data migration and testing was completed in FY23.

We anticipate go-live earlyFY24.

WMS

Utilising our new warehouse systems is beginning to deliver

productivity improvements and a number of operational

initiatives have been identified that will be deployed in FY24.

39

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 Limited

GMVGross Merchandise ValueWALTWeighted Average Lease Tenure

GOMSGroup Order Management System WMSWarehouse Management System

LTVCustomer Lifetime ValueWSWarehouse Stationery

GLOSSARY

40

DISCLAIMER
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 annual financial

statements for the year ended 30 July 2023, 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.

41

---

1

_________________________________________________________________________________


To: NZX Limited

_________________________________________________________________________________



Auckland, Thursday 28 September 2023


The Warehouse Group FY23 annual result announcement

Strong sales at The Warehouse in a challenging year

Highlights

• Group sales of $3.4 billion, up 3.2% on prior year, including record sales result for The

Warehouse of $1.9 billion, up 9.6% on prior year

• FY23 gross profit margin decreased 190 basis points compared to FY22 but an

improvement on FY23 H1

• Reported Net Profit After Tax of $29.8 million – down 66.6% on prior year

• Adjusted Net Profit After Tax of $37.5 million – down 56.2% on prior year

• Operating cash flow improved 103.2% from FY22 to $214.2 million in FY23

• Net debt of $48.1m and available liquidity of $421.9 million as at FY23

• Final dividend of 8.0 cents per share declared


The Warehouse Group Limited ("the Group") today announced its full-year result for the year ended

30 July 2023. The Group achieved sales of $3.4 billion, up 3.2% from FY22, including $1.9 billion sales

for The Warehouse, up 9.6% from the previous year. This marks the highest annual sales in The

Warehouse's history, demonstrating New Zealanders’ need for value in the current climate.

Adjusted Net Profit After Tax (NPAT) was $37.5 million, representing a 56.2% decrease compared to

FY22, with inflation significantly impacting margin and driving up cost of doing business (CODB),

during a year of planned investment in critical infrastructure for the Group.

The Warehouse Group CEO, Nick Grayston, said he was pleased with the resilience of The

Warehouse and Warehouse Stationery and said the Group has continued to support our customers

in a challenging year.

"It’s been a tough year for both us and our customers. We're proud to have kept the essentials

affordable for families and strong sales at The Warehouse reflect this.

"We continue to invest in the transformation of the Group, particularly in infrastructure. This has

coincided with much weaker consumer confidence and a shift in spending, especially big-ticket

items, to travel and entertainment. These factors have compromised our margin and profitability

and particularly affected Noel Leeming and Torpedo7.

2

“While we remain committed to our strategy, the alignment of these events has put pressure on our

business and led to a disappointing overall result for FY23.

"Torpedo7 represents 4.8% of Group sales and has been hit by the global decline in the bike market

and weather impacting snow and water categories. This has resulted in a substantial Torpedo7

operating loss of $22.2 million in FY23 and significantly impacted our Group result,” Mr Grayston

said.

"Our immediate focus is to address Torpedo7’s performance by improving gross margin and

reducing excess stock and the business’s cost base. We have a big challenge in front of us. We know

Kiwis love the outdoors, so we believe it’s a category worth fighting for. This will be a major focus for

FY24, and we will provide an update at our half year.

"In the FY23 second half we have taken extensive action to strengthen our overall financial position.

I am encouraged that we are in a better place to weather the economic headwinds expected in the

year ahead and wish to thank our team members for their hard work so far in helping get the Group

back on track.” Mr Grayston said.

Group performance

Gross profit margin was 33.4% for FY23, a decrease from 35.3% in FY22, and an improvement from

32.7% in FY23 H1. Gross profit margin improved from a first half decline of 200 basis points

compared to the prior period to a second half decline of 180 basis points compared to the prior

period.

The Group's adjusted NPAT (Net Profit After Tax) for FY23 was $37.5 million, a decrease of 56.2%

compared to $85.5 million in FY22, resulting from decreased operating profit and increased interest

expense during the year. Reported NPAT was $29.8 million in FY23, down from $89.3 million in FY22,

impacted by restructuring costs and associate impairments.

CODB increased 2.7% or $27.9 million in FY23 but decreased as a percentage of sales from 31.8% in

FY22 to 31.6% in FY23 due to the actions taken to reprioritise spending. FY23 saw record project

spend of $154.4 million (including capital and operating expenditure) to address the necessary

investments in infrastructure and systems. The Group is now through peak project spend on systems

and expects total project spend of $80 million in FY24.

Employee expenses decreased by 0.2%, while lease expenses increased by 3.0% as inflation flowed

through to some of our leases. The Group remains focused on improving operational performance

through initiatives to manage labour costs and realise infrastructure investment benefits.

Brand performance

All our brands saw customers return to in-store shopping post-COVID-19 restrictions, resulting in a

14.2% increase in foot traffic overall in FY23. Online sales have normalised to pre-COVID-19 levels,

accounting for 10.9% of total sales

1

.

The Warehouse reported a 9.6% increase in sales, reaching $1.9 billion, a record high. Online sales

decreased 34.4%, resulting in online sales making up 6.3% of The Warehouse's total sales. In-store


1

Online Sales includes The Warehouse, Warehouse Stationery, Noel Leeming and Torpedo7 online and Gross Merchandise Value (“GMV”)

through TheMarket.com and Group Marketplace.

3

foot traffic rose by 17.6%. The Warehouse gross profit margin decreased by 290 basis points to

37.4%, with an operating profit of $71.6 million, down 5.5% on FY22.

Warehouse Stationery sales decreased slightly by 0.4% to $248.6 million. In-store transactions

experienced strong growth of 9.0% in FY23, while online sales decreased 35.4%, resulting in online

sales making up 8.9% of total Warehouse Stationery sales. Warehouse Stationery gross profit margin

decreased by 60 basis points to 46.9%, and operating profit was $23.0 million, down 0.2% on FY22.

Five stores were integrated into The Warehouse stores, bringing the total number of Warehouse

Stationery Stores within a Store (SWAS) to 40.

Noel Leeming r

eported a 3.3% decline in sales, totalling $1,061.0 million in FY23. Foot traffic

increased by 13.1%, and online sales decreased by 33.7%. Online sales made up 11.1% of total Noel

Leeming sales, returning to pre-COVID-19 levels. Noel Leeming's 1-hour click and collect service

remained popular, representing 62.9% of online sales, up from 57.7% in FY22. Noel Leeming gross

profit margin decreased by 120 basis points to 22.0% due to cost pressure and increased

promotions, and operating profit was $27.3 million, down 49.3% on FY22.

Torpedo7 s

aw a 5.4% decline in sales, amounting to $162.2 million in FY23. In-store foot traffic

increased by 13.9%, while online sales decreased by 29.2%. Online sales made up 26.4% of total

sales. Torpedo7 gross margin decreased by 610 basis points to 29.9%, with an operating loss of $22.2

million.

TheMarket.com h

as been part of our online ecosystem since 2019. In October 2022, the Group

launched Group Marketplace, integrating selected third-party products from TheMarket.com

website onto The Warehouse website and app. Group Marketplace now offers customers 103,000

products from 71 merchants and gross merchandise value delivered a total of $74.3 million across

TheMarket.com and Group Marketplace in FY23.

Affordable groceries for Kiwi families

"Rising food prices have been a harsh reality for Kiwi families and we have been working hard to

offer groceries at affordable prices. Our grocery sales

2

grew 26.1% in FY23 as Kiwi families chose The

Warehouse more often to find much-needed value on the essentials”, said Mr Grayston.

"Overall grocery is now contributing 18.7% of The Warehouse's total sales. We have experienced

91.8% growth in pantry and chilled, 26.6% in household cleaning items, and 23.8% in pet care.

"Highlights include the positive feedback from our customers in the 12 stores where we’ve been

trialling fresh fruit and vegetables and the expansion of our private label Market Kitchen range to

include 64 products, including $5 Market Kitchen 500g butter and 1kg coffee beans for $20.

"We continue to take a considered approach to grocery expansion, with recent legislative measures

offering no resolution to the lack of access to wholesale supply at fair prices. The challenge to

provide affordable essentials for Kiwi families is huge and we’re up against some very big players

who are very comfortable with the status quo. We are not, and we will keep fighting to offer better

value.” Mr Grayston said.



2

Grocery categories include pantry, confectionery and snacks, beverages, household consumables, health and beauty, and pet care.

4

Retail Media expansion

The Warehouse Group's retail media network, MarketMedia, enables suppliers and advertisers to

engage with New Zealand's largest integrated retail audience directly.

"This is a meaningful step forward in the Group's efforts to grow retail media revenue. We look

forward to allowing advertisers and suppliers to reach customers on our in-store digital screen

network while they shop, with many suppliers already placing forward bookings," Mr Grayston said.

Making sustainable living easy and affordable

"FY23 was a year of important progress on our vision to make sustainable living easy and affordable

for everyone. We now sell over 46,600 products with one or more sustainable attributes, making up

33% of our private label sales, up from 22% in FY22. Furthermore, 43% of our private label sales

were derived from products with packaging that is compostable, or which can be recycled via New

Zealand's kerbside recycling infrastructure or instore, up from 22% in FY22.

“In FY23, the Group diverted 72.9% of our operational waste to recycling and we helped our

customers recycle 199 tonnes of post-consumer waste through our soft plastics, e-waste, and ink

and toner recycling programmes.

“We’re also very pleased to be switching to solar with our new partnership with Lodestone Energy

so that the Group’s stores and operational sites will be solar powered by 2026”, said Mr Grayston.

Cash and liquidity

Operating cash flow increased 103.2% in FY23, to $214.2 million, contributing to a net debt position

of $48.1 million at year-end, a significant reduction from $83.4 million at half-year.

Committed bank facilities were $470.0 million at the end of FY23, providing available liquidity of

$421.9 million, up from $378.8 million in FY22 and well within the Group's target range of $350

million to $450 million, strengthening the Group's financial position.

Inventory levels decreased $69.0 million to $493.3 million as at the end of FY23. Part of the

reduction in inventory was a normalisation of goods in transit, which decreased from $94.1 million

to $65.4 million at year-end. This reduction reflected a return to previous shipping transit times and

reduced port congestion.

Dividend announced

Chair Joan Withers confirmed that the Board has declared a fully imputed final dividend for the FY23

year of 8.0 cents per share, in line with the Group's policy to distribute at least 70% of adjusted net

profit after tax. The final dividend will be paid on 1 December 2023 to shareholders on the register

on 16 November 2023.

Outlook

"The actions we have taken to improve operational performance and gross margin and reduce our

cost base have strengthened our financial position at year-end, and these initiatives remain a key

focus as we move into FY24.

5

“FY24 has started with softer sales than expected, whilst our gross profit margin is meeting

expectations. Torpedo7 is our most challenged brand, and we will be reporting on the performance

against our recovery plan at half year.

“We have also capped project expenditure to $80 million in FY24 with a focus on delivering major

projects that are in flight.

"Looking ahead to our busiest time of year, we remain cautious. We will continue to adapt our

trading plan to meet market conditions as sales build through peak season,” Mr Grayston said.


ENDS


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

and operations can be found in the 2023 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 Kim Russell, kim.russell@thewarehouse.co.nz

+64 94 883 285 or +64 21 452 860

Media: Lizzie Havercroft, Corporate Affairs Partner

media.enquiries@thewarehouse.co.nz

+64 27 507 0613

---

INTEGRATED
ANNUAL

REPORT

2023

Joan Withers
Board Chair

27 September 2023

Dean Hamilton

Audit and Risk Committee Chair

27 September 2023

04

06

08

10

12

14

16

26

28

30

32

36

40

44

48

52

60

62

68

83

90

106

110

114

117

2023 at a Glance

Chair’s Report

CEO’s Report

Our Purpose, Vision and Values

Our Ecosystem

Our Stores

Our Brands

Supporting Our Communities

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

Caring For Our Environment Manaaki Taiao

Global Reporting Initiatives (GRI) Report

Financial Statements

Notes to the Financial Statements

Independent Auditor’s Report

Governance Report

Statutory Disclosures

GRI Content Index

Ernst & Young Report – GRI

Directory

CONTENTS

The Warehouse Group Board and Leadership Squad are

pleased to present our FY23 Integrated Annual Report

32The Warehouse Group Integrated Annual Report 2023Contents

2023
AT A GLANCE

CUSTOMER

of senior leaders

are female

Gender pay

equity

50%

101%

GENDER

EQUALITY

Group

in-store NPS

up 2.6pts from FY22

and in-store sales

up 9.7% from FY22

76.3pts

Gender equity is a

core focus for us,

and we’re pleased

to maintain gender

pay equity at Group

level.

Our customers

are increasingly

coming into our

stores and enjoying

their experience.

We are committed

to developing a full

product and service

integrated retail

experience across

our brand websites,

apps and in store.

We have achieved

a strong full year

sales result but a

challenging financial

performance as

profitability was

compromised with

decreased margin

and increased cost of

doing business.

PERFORMANCE

$

Group sales

up 3.2%

on prior year

$

3.4b

Adjusted NPAT

down from $85.5m

in FY22

$

37. 5m

$

48.1m

Reported NPAT

down from $89.3m

in FY22

Net debt

compared to $41.2m

in FY22, $83.4m in FY23H1.

Liquidity $421.9m

$29.8

m

Foot traffic

14.2%

Group online sales

Group Click

& Collect sales

making up 10.9% of total

Group sales in FY23

making up 51.8% of omnichannel

online sales in FY23

$376.4m

$156.6m

33%

We are making

progress on our

vision to make

sustainable living

easy and affordable

for everyone and

on our ambition

to achieve zero

emissions in our

operations by 2040.

private label

products

with sustainable

attributes,

accounting for

$343m in sales

of operational waste

from landfill

72.9%

We have

diverted

SUSTAINABILITY

Light passenger fleet

total reduction of 21.9tCO

2

e

compared to FY22 (Scope 1)

100% EV

Raised

for NZ

charities and

communities in FY23,

including $1m from

MarketClub

MarketClub members can

nominate a charitable

cause to which


The Warehouse donates

on their behalf

$

4.1m

1.3

m

We’ve been helping

Kiwi families and

communities thrive

since our doors

opened in 1982.

COMMUNITY

The Warehouse Group Integrated Annual Report 202345At A Glance

In December 2022, the New Zealand
External Reporting Board (XRB) released

the Aotearoa New Zealand Climate

Standards (NZCS). New Zealand is leading

the way on mandatory climate reporting,

and we are pleased to be one of the driving

participants in developing the New Zealand

retail sector scenarios for this framework.

These scenarios will be used to identify

climate-related risks and opportunities and

develop our transition plan to a 1.5-degree

world. The New Zealand retail sector

scenario public report was released on

19 September 2023 and can be found here.

Looking after our people

and customers

We are deeply concerned by the continuing

increase in retail crime. The safety of our

store team members and customers is

our absolute priority. We have continued

to invest in safety measures and support

services for our team members – such as

training our store team members in incident

management and investing $1.8 million to

strengthen store security across all our

brands and particularly in our Noel Leeming

stores.

Supporting our

communities

Our teams have continued to step up

when it matters most. Earlier this year,

the devastation of floods and Cyclone

Gabrielle shook our country. I want to make

a special mention of our Napier, Hastings,

Tairāwhiti Gisborne, Northland, Auckland

and Coromandel teams, whose resilience

and teamwork have been incredible in very

difficult circumstances.

Thank you to our customers who donated

over $250,000 through our "Add $1"

campaign to raise money for affected

families. Combined with The Warehouse

Group's contribution of $200,000 (cash

and product) we donated over $450,000 to

local community groups supporting families

with relief.

FY23 has been a tough

year for The Warehouse

Group. A challenging trading

environment with Kiwi families

experiencing rising inflation,

increased cost of living and

rising interest rates has

intersected with the Group

being mid-way through a

transformation programme

and peak year of spending

on information systems

and digital infrastructure.


As a result, we have had

to make difficult decisions

to reprioritise some of our

strategic initiatives as we

navigate these challenges

.

Despite the ongoing macroeconomic

environment, we have seen pleasing sales

growth for the Group, achieving $3.4

billion in total Group sales, up 3.2% on the

prior year. We saw a particularly strong

sales result in The Warehouse of $1.9 billion

– the brand’s highest sales year on record

and up 9.6% on FY22. Refer to our CEO

Report for more commentary on brand

performance.

Customers have responded to the

economic climate by reducing their

spending on higher discretionary items,

impacting our other brands' sales.

The Group finished the year with a

disappointing adjusted net profit after

tax of $37.5 million for FY23, compared

to $85.5 million in FY22, with reported

net profit after tax of $29.8 million, after

unusual items of $13.9 million, compared

to $89.3 million in FY22. This year there are

number of unusual items reflecting actions

taken around our investment in Zoom

Health, restructure and redundancy costs,

and the closure of the 1-day business.

As the Group has traded through

this environment, it has managed to

Joan Withers – Chair

The Warehouse Group has a strong history

of giving back to its communities, having

raised $83.4 million since 1982. This year we

announced our new Here for Good Leave.

This gives our team members eight hours of

paid leave each financial year to volunteer

in a meaningful way for them, recognising

the close connection we have in the

communities within which we operate.

Governance

I want to acknowledge and thank the

Board for their contribution throughout the

last year. Their leadership and contribution

have been superb as we help guide The

Warehouse Group through a challenging

period.

I am proud that we’ve continued to attract

the highest quality Directors to work with

The Warehouse Group Board. This year

we welcomed Jeremy O'Brien as a Future

Director, replacing Caroline Rainsford

who joined the Board as a Director in

August 2022. Both appointments reflect

the success of the Future Directors

programme, co-founded by Sir Stephen

Tindall, as it works to develop the next

generation of Directors. We have gained

great benefit from this excellent scheme.

In October 2022, we entered a four-year

retention arrangement with Group

Chief Executive Officer Nick Grayston.

Since joining The Warehouse Group in

2016, Nick's strategic leadership has

steered us through a significant period of

transformation. He will play a critical role in

implementing

The Warehouse Group's long-term strategy

and we want to ensure his leadership

throughout this time.

At the Annual Shareholders Meeting

(ASM) in November 2022, I announced my

intention to conclude my tenure as Chair

of The Warehouse Group at the FY25 ASM

and I look forward to continuing to work

with Nick through the intervening period.

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.

In accordance with this policy, due to

the trading performance, net debt, and

liquidity levels at the half year, the Board

made the difficult decision in March not to

pay an interim dividend. Given the return

of net debt to levels that meet our target

liquidity range of $350 - $450 million, and

in accordance with our dividend policy, the

Board is pleased to declare a final dividend

of 8.0 cents per share. The record date for

the dividend will be 16 November 2023 and

will be paid on 1 December 2023.

The year ahead

Looking ahead, we are confident our

customers will continue to find the best

value options across our brands, and we will

remain top of mind for Kiwi families as they

make tough choices about how to spend

their income. We are conscious we need to

do better and are confident we have put

remedial actions in place to improve our

Group performance.

On behalf of the Board, I’d like to extend

heartfelt gratitude to all our valued

customers across all our brands. Thank you

for choosing us. I also want to recognise

our Group Chief Executive Nick Grayston,

our outstanding Leadership Squad, and our

11,000 team members. Being part of a team

that comes together around a challenge

and takes fast action is a privilege.

As always, to our shareholders, the

Board and I value your support and look

forward to meeting with you at our Annual

Shareholders' Meeting in November.

strengthen its balance sheet from the

half year, providing available liquidity of

$421.9 million at year end. This is within

our target liquidity range of $350 million

to $450 million.

Making a difference in

sustainability

Our commitment to make sustainable

living easy and affordable for everyone

starts with the products we sell. I am

immensely proud of our sourcing teams

who work with our local and international

suppliers to ensure our product and

packaging are more sustainable.

We have increased our efforts this year,

and now 33% of our private label sales

in The Warehouse and Warehouse

Stationery are products with one or more

sustainable features, up from 22% in FY22.

This represents 46,637 product lines and

$343 million in sales. In addition, 43%

of our private label sales were derived

from products with packaging that is

compostable or which can be recycled

via New Zealand's kerbside recycling

infrastructure or instore, up from 22% in

FY22.

Internally, our passenger fleet now

comprises 100% electric vehicles (EVs),

our sea freight and international airfreight

emissions reduced by 11.6% and 62.5%

respectively, and we diverted 72.9% of our

operational waste to recycling.

We helped our customers recycle 198.9

tonnes of post-consumer waste through

our soft plastics, e-waste, and ink and

toner recycling programmes.

In September 2023, we completed

negotiations with Lodestone Energy,

a new developer and operator of solar

electricity farms. This will result in over

260 The Warehouse Group sites being

supplied by solar electricity as early as

2026 – significantly reducing our Scope 2

emissions.

"We are

confident our

customers will

continue to find

the best value

options across

our brands and

we will remain

top of mind for

Kiwi families."

Group sales

up 3.2%

on prior year

$

3.4b

CHAIR'S REPORT

JOAN WITHERS

Light passenger fleet

Total reduction of 21.9tCO

2

e

compared to FY22 (Scope 1)

100% EV

Raised

for NZ

charities and

communities

since 1982

$

83.4m

The Warehouse Group Integrated Annual Report 202367Chair's Report

Nick Grayston – CEO
Our strategic reprioritisation is focused

on improving operational performance by

minimising cost to serve, managing gross

profit margin, and reducing working capital

and CODB, as well as rebalancing capital

expenditure across the Group.

In January 2023 we made the difficult

decision to reduce labour costs in our

Store Support Office. This is always a very

challenging time for all those affected and,

while this unfortunately resulted in reducing

340 roles, this has set the Group up for

increased efficiency, greater productivity,

and a laser focus on operational and

financial priorities, while reducing CODB.

Value for Kiwis

Rising food prices has been a harsh reality

for New Zealanders in the past year, and

there's a clear need for access to the

essentials at reliable and affordable prices.

We have taken significant steps forward

in our grocery offering at The Warehouse

during this time, expanding our range

and launching butter, coffee, pasta and

sauces under our Market Kitchen brand,

and trialling fresh fruit and vegetables at

affordable prices in 12 of our stores.

Customers have embraced our offering,

with grocery sales growing 26.1% in FY23,

contributing to 18.7% of The Warehouse

sales. Our challenge is to carry on fighting

for access to wholesale supply at equitable

cost prices to continue to achieve savings

for our customers.

Our loyalty programme, MarketClub, now

has over 1.3 million members, who represent

our most engaged customers. Through

MarketClub, we have been able to help

customers save on essentials like nappies,

butter and hygiene products in FY23.

This year The Warehouse secured a

new value range of Samsung and Dyson

products, allowing us to offer quality brands

at affordable prices, with a more extensive

and specialised range supported at Noel

Leeming. This year Noel Leeming was proud

to be one of the first retailers in the world

to stock Starlink, connecting thousands

of customers to high-quality internet

throughout New Zealand since launch.

Expanding efficiency and

revenue

Our transformation and agile model have

allowed us to expand into new revenue

sources and secure cost efficiencies. We

have recently integrated Torpedo7 into

our agile structure and ways of working to

unlock Group-wide efficiencies.

Our Group Marketplace initiative was

launched in October 2022, integrating some

of the TheMarket.com products onto The

Warehouse website and app. This extended

our range online, adding over 103,000

I am pleased to report the

second-highest Group sales

in our history and our highest

sales for The Warehouse in a

challenging economic year for

both us and our customers.

While sales were strong, FY23 was

disappointing as our margin and profitability

were compromised with increased costs,

supply chain disruptions in the first half,

and increased promotional and discounting

activity to drive sales. Torpedo7 was a

particular challenge during the year as sales

were impacted by decreased consumer

demand and profitability was significantly

affected.

Adjusted net profit after tax was $37.5

million in FY23, down 56.2% on a very strong

FY22 result of $85.5 million.

As we continue to invest in the

transformation of the Group and our

infrastructure in particular, this period

of peak spending has coincided with

a collapse in consumer confidence

exacerbated by a change in accounting

procedures, reducing capitalisation. We

remain committed to our strategy, but the

alignment of these actions has put pressure

on our business and has impacted our

performance in FY23.

We have taken extensive action on our

strategic reprioritisation initiatives to

improve performance, and I am encouraged

that we are better positioned to weather the

economic headwinds that we expect will

continue in FY24.

Financial performance

We are pleased to have achieved a Group

sales result of $3.4 billion in FY23, growing

3.2% on FY22, with The Warehouse brand

achieving $1.9 billion in sales. This is the

highest result on record, and increased 9.6%

on last year.

Even with our strong sales growth, we

have witnessed fundamental shifts in

products from 71 merchants to our existing

online customer base.

MarketMedia, our retail media network,

is scaling quickly, achieving several

successful campaigns with suppliers in

FY23 and growing revenue year on year.

Improvements in supply have also enabled

us to double our margin on retail media

revenues compared to last year. Looking

ahead, we are taking a significant step

forward and launching physical retail

media screens across The Warehouse and

Noel Leeming store network to deliver a

new marketing and media channel for our

brands and suppliers to reach and convert

customers shopping in our stores.

FY23 continued to see us invest in our

infrastructure capability, completing

existing major programmes of work to

return operational efficiencies. The new

Enterprise Resource Planning Finance

Inventory (ERPFI) system is progressing

well. This will provide more timely reporting,

project accounting, real-time inventory

management and enable improved

stock availability. Continued purposeful

investment in infrastructure that will reduce

our cost to serve long term and enhance

our customer experience remains a priority

for the Group.

Sustainability

This year, I am very proud of the progress

we continue to make on making sustainable

living easy and affordable for everyone. As

a team, we have challenged ourselves by

asking, "Does it pass the Tomorrow Test?"

in everything we do. While it’s a simple

sentence, it’s a big question and we won’t

have the perfect answer every time. But

every time we ask the question and make

more headway in the right direction, we

make a difference.

The Tomorrow Test has sparked incredible

momentum in our team members' actions

every day and is showing up in our

stores from an increase in products with

sustainable attributes to our expanding

circularity programmes like e-waste and

soft-plastic recycling. It’s also encouraged

us to innovate and look for new solutions

like our new energy partnership to power

over 260 Group sites with solar energy and

the My Recycle Hub pilot, both of which we

share more about in the Our Environment

section of this report.

Outlook

While FY23 has been a challenging year,

our initiatives to improve operational

performance and reduce our CODB have

strengthened our position. I am optimistic

we will maintain this momentum into FY24,

and our focus on improving financial

performance will continue.

Looking ahead, we anticipate that FY24

will be challenging for our customers as

they face into an unpredictable economic

outlook, and we know we have an important

part to play in offering Kiwis great value on

the things they need most.

I thank our Chair, Joan Withers, and our

Board for their unwavering support and

dedication to the organisation. I also want

to acknowledge and thank our Group

CFO, Jonathan Oram, who departs The

Warehouse Group in October, for his

exceptional leadership over the past five

years. Jonathan played a key role in our

retail transformation journey and our flip to

agile, performed a critical role in helping us

manage through the COVID-19 pandemic,

and helped the Group deliver record

financial results in FY21. We wish him all the

best in his new role.

In addition, I wish to thank our 11,000 strong

team who continue to show up for their

local communities. We stand together by

our purpose of helping Kiwis live better

every day, while providing sustainable long-

term returns for our shareholders.

discretionary spending while managing

the impact of inflation on our costs during

a year of planned investment in critical

infrastructure.

In the current challenging macroeconomic

environment, New Zealanders have limited

their spending on high-ticket items like

appliances, televisions and bikes and

have had to focus on the essentials over

our peak period. We are proud to have

provided real value for our customers at

The Warehouse, keeping essential items

affordable, and have seen this reflected

in increased sales this year. However, the

shift in consumer spending follows global

trends and has challenged Noel Leeming

and Torpedo7's performance, along with

the added pressure of poor weather in the

critical summer period, reducing interest in

outdoor items.

We have had significant challenges with

Torpedo7, resulting in an operating loss

for the year of $22.2 million. As at FY23 we

have provided for an inventory impairment

of $4.6 million against Torpedo7 to manage

excess and aged stock. We have a recovery

plan in place for the business and this will

be a major focus in FY24.

TheMarket.com loss was stemmed in the

second half - improving from a $16 million

loss in the first half to a loss of $6 million in

the second half.

We've continued to deliver the best value

for our customers across all our brands

despite the cost of goods increasing

materially, including shipping costs and

MarketClub promotions, which impacted

our margins. In the first half of the year,

especially, we did not pass on all of the

increased cost of product and cost of

doing business (CODB), in particular wage

pressures, to our customers. We have since

taken action and implemented initiatives to

recover some of these cost pressures and

margin decline experienced in the first half

and are pleased to see some improvement

in the second half.

The Warehouse brand sales

the highest result on record,

growing 9.6% on last year and

demonstrating New Zealand’s

need for value

$

$

1.9b

CEO’S REPORT

NICK GRAYSTON

"We have

taken action

to improve

operational

performance

and reduce our

Cost of Doing

Business."

MARKETCLUB MEMBERS

an increase of 122% on FY22

1.3m

>

Grocery sales

+26.1%

in FY23, contributing to 18.7%

of The Warehouse sales

The Warehouse Group Integrated Annual Report 202389CEO's Report

OUR PURPOSE, VISION, VALUES,
AND CUSTOMER EXPERIENCES

ARE ALIGNED

OUR PURPOSE

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

Range & Value

Helping customers

to find what they’re

looking for, at prices

that are great,

every time

Availability & Fulfilment

Helping customers

to enjoy fast, easy

and reliable ways

to get what they need

Sustainable & Affordable

Helping customers

to have access

to affordable

solutions that help

them live sustainably

Loyalty & Payments

Helping customers

to feel recognised

and rewarded

Customer Service

Helping customers

to get easy and

high-quality

customer service

every time

1

2

3

4

5

OUR STRATEGIC

CUSTOMER

EXPERIENCES

The Warehouse Group Integrated Annual Report 20231011Our Purpose, Vision & Values

Our ecosystem has strong foundations comprising
our iconic brands, an established store footprint, and

market-leading digital assets. Our assets position us

to expand our offering further and invest in capability

to enable us to serve our customers better and grow.

Our loyalty membership programme, MarketClub, is

at the heart of our ecosystem, offering special deals

and additional value. There are now over 1.3 million

New Zealanders actively using MarketClub across

TheMarket.com and The Warehouse.

We are committed to nurturing our members,

purposefully investing in our MarketClub programme

and expanding it across our Group. As the

programme grows with more capabilities added, we

can offer our customers a more personalised and

valuable shopping experience, through the increased

insights we gain through first-party data.

We are improving fulfilment capability and lowering

OUR

ECOSYSTEM

our cost to serve as part of driving increased

profitability on online, and our transformation work

is delivering improvements across our stores, supply

chain and online platforms.

Our retail media network, MarketMedia, is generating

new and larger marketing and revenue opportunities.

MarketMedia is launching in-store digital screen

advertising across The Warehouse and Noel

Leeming stores, giving our brands and suppliers

the opportunity to reach customers while they are

actively shopping.

Our ecosystem is grounded in our purpose: to help

Kiwis live better every day, and we believe we can make

a genuine impact on our customers' lives through

innovation.

Our aim is to deliver a modern, integrated

retail experience powered by a customer-

centric ecosystem that makes shopping

with The Warehouse Group easy and hassle

free, all while providing more value for

our customers.


MEMBERSHIP

Unlocking value and

increasing customer

insights through


first-party data

SHOPPING

We’re focused on making

our shopping experiences

easy and seamless –


in store and online


FULFILMENT

We get our goods

and services to

our customers,

when and where

they want


RETAIL MEDIA

Will turn our store

and digital traffic into

incremental revenue


SERVICES

Our services help

customers and

businesses in their

daily lives

PAYMENTS

With more ways to

make their budgets

work for them

HEALTH

We’re exploring

convenient and

affordable access to

health and wellness

solutions for Kiwis

DATAPEOPLEPLATFORMS

OUR CUSTOMER


ENTERTAINMENT

Potentially extending

our membership

into entertainment

services and offerings

The Warehouse Group Integrated Annual Report 20231213Our Ecosystem

11
6

3

5

MATAMATA

MORRINSVILLE

TE RAPA

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

KAITĀIA

KAIKOHE

DARGAVILLE

WAIPAPA

KERIKERI

WHANGĀREI

WHAKATĀNE

WARKWORTH

GISBORNE

TAUPŌ

HASTINGS

MASTERTON

DANNEVIRKE

UPPER HUTT

INVERCARGILL

GORE

BALCLUTHA

TIMARU

QUEENSTOWN

WĀNAKA

REMARKABLES

NAPIER

HAWERA

PALMERSTON NORTH

WHANGANUI

FEILDING

NELSON

RICHMOND

GREYMOUTH

MOTUEKA

WHITIANGA

THAMES

MORRINSVILLE

CHRISTCHURCH

17

WELLINGTON

21

AUCKLAND

68

HAMILTON

HILLCREST

THE BASE

11

MAP KEY

The Warehouse Store

Warehouse Stationery Store

SWAS Store

Torpedo7 Store

Noel Leeming Store

OUR

STORES

APPS

TheMarket.com

Noel Leeming

The Warehouse

ONLINE STORES

Torpedo7

Warehouse Stationery

Noel Leeming

The Warehouse

PHYSICAL STORES

88

66

67

25

246 STORES

The Warehouse Stores

Warehouse Stationery Stores

including 40 SWAS (store within a store)

Noel Leeming Stores

Torpedo7 Stores

TheMarket.com

The Warehouse Group Integrated Annual Report 20231415

As New Zealand's largest
general merchandise retailer

where everyone gets a bargain,

The Warehouse has been Here

for Good for communities for

over 40 years.

While Kiwis navigate the high cost of living,

The Warehouse continues to focus on

giving our customers great value through

our MarketClub loyalty programme and by

offering a wide range of quality products at

affordable prices.

This year, The Warehouse has achieved our

highest sales in history of $1.9 billion, with foot

traffic up 17.6% in FY23 compared to the prior

year. A key highlight is our increased range,

including introducing a selection of Samsung

and Dyson products, giving our customers

more quality brands at value price points.

Our Group Marketplace initiative, launched

in October 2022, offers our customers more

choice. Group Marketplace is an integration

between The Warehouse and TheMarket.com

that enables an extended range of products

on The Warehouse online. Over 71 third-party

merchants and over 103,000 Marketplace

products are now available on our website as

we test our way into this integration.

FY23 saw our grocery range go from strength

WHERE EVERYONE

GETS A BARGAIN

to strength as we demonstrated commitment

to offering our customers much-needed

value on essential items.

We launched our private label Market Kitchen

500g salted butter, and Market Kitchen

coffee beans, plunger, instant coffee and

coffee pods. This Market Kitchen range now

includes 64 products, helping give Kiwis more

affordable essentials and pantry staples.

This year, we also launched our fresh fruit

and vegetable trial in 12 stores – Waipapa,

Whangārei, Westgate, Manukau, Te Rapa,

Fraser Cove, Lyall Bay, Eastgate, Timaru,

Riccarton, Dunedin South and Invercargill. We

are proud to be working with local suppliers

where practical to stock our shelves with

seasonal produce, and we are encouraged by

the positive response from customers so far.

Overall, grocery sales grew 26.1% in FY23,

making up 18.7% of total The Warehouse

sales. Within this category, we experienced

91.8% growth in pantry and chilled, 26.6%

growth in household cleaning items, and

23.8% growth in pet care.

We're committed to making it easier for

our customers to make affordable and

sustainable choices, and we continue

to make packaging improvements to a

number of our products, including removing

unnecessary plastic packaging as much

as possible. We are finding new and

innovative ways to make our products more

sustainable; for example, using materials like

recycled polyester and EcoVero

TM

viscose

in our winter 2023 activewear range, which

have a lower environmental impact.

We continue to grow our circularity solutions

for customers in store. The soft-plastics

recycling programme expanded to 44 stores,

and in the last year, 88.1 tonnes of soft plastics

have been collected and recycled. This is

the equivalent of approximately 14.7 million

pieces of plastic, based on the average

weight of one piece of soft plastic being 6.3

grams.

In November 2022, The Warehouse

celebrated 40 years of giving Kiwis great

value on what they want and need. For

40 years, being Here for Good for the

communities we serve has been part of

The Warehouse's founding DNA. During

our most recent community campaign, The

Warehouse partnered with the Kindness

Collective during our July Mega Toy Sale

to donate $55,000 worth of new toys and

$50,000 of vouchers to purchase new toys

for deserving kids across New Zealand.

Our customers got behind this campaign,

adding $1 at checkout and raising $77,900 to

help the Kindness Collective provide kindies,

kōhanga and whānau services with toys,

arts, crafts and books.

OUR

BRANDS

OUR

BRANDS

up 1.7% on FY22 and gross

profit margin 37.4% for FY23

88

Gross profit

Stores

Sales

up 9.6% on FY22

$

1.9b

$

708.5m

Operating profit

down 5.5% on FY22

$71.6

m

17The Warehouse Group Integrated Annual Report 202316Our Brands | The Warehouse

In July 2023, we launched a new brand
campaign centred around how Warehouse

Stationery helps customers 'Get the Small

Stuff Right', reminding New Zealanders

that we are here to help them succeed

in business, creativity or education. This

year, we launched our Get New Zealand

Creating initiative, engaging customers in

store and online over the school holidays

with exciting deals and activities across

arts and crafts. Over the year, we have

seen a 4.3% increase in arts and crafts

category sales.

In FY23, Warehouse Stationery renewed

its focus as a pivotal partner for New

Zealand businesses. We deliver great value

to support their growth and increased

our product and service offerings to

government agencies. Internally, we have

established a new customer mission tribe,

Business Solutions, aiming to simplify

service, enhance rewards, and offer

ongoing promotions to our customers.

As a result of sustained efforts by our

teams and our commitment to driving

sustainability, our potential to expand and

support more business and government

customers is significant. It will be a key

focus for Warehouse Stationery in FY24.

Warehouse Stationery is New

Zealand's go-to destination for

all things stationery, offering

everything from essential

supplies to office furniture,

technology, printing, and

arts and crafts. We are also a

leading supplier for businesses

across the country.

In FY23, our sales held up well, given

the strong sales over the last three

years during peak COVID-19 periods

as customers worked and learnt from

home. This year, our Print and Copy

Centres, which include personalisation

services, grew from strength to strength.

Sales increased 17.8%, and we printed

24.0 million pages on 100gsm paper,

1.4 billion mm of 6" photo paper, bound

250,000 booklets, and produced 43,000

personalised mugs.

Our store-within-a-store (SWAS)

integration strategy continues to expand

nationally, with 40 Warehouse Stationery

stores now located within The Warehouse

store network. This year, we integrated five

new SWAS stores, allowing customers to

access both brands and a wider product

range in one place. Our Warkworth SWAS

opening allowed us to trial a stand-alone

service centre next to checkouts, offering

print, copy and other services within

The Warehouse. We relocated our

Warehouse Stationery Manukau store

to a more convenient location for our

customers next to our Noel Leeming store

in the Manukau Supa Centa.

Back to School continues to be a major

event for Warehouse Stationery, offering

everything families could need to kick-start

the school year. Notably, fashion stationery

sales rose by 49.1% in FY23, including new

offerings with sustainable features, like

our 'I was a bottle' range with stationery

made from recycled plastic bottles and

notebooks with paper made from stone, a

more environmentally-friendly option.

As part of our Back to School campaign,

we partnered with KidsCan to provide over

100,000 items to 73 lower-decile KidsCan

schools across New Zealand. By adding

$1 at checkout in Warehouse Stationery

and The Warehouse stores, our customers

generously contributed over $66,000,

topped up to $74,000 by The Warehouse

and Warehouse Stationery, to support

KidsCan and help children access the

essentials they need to have a successful

start to the school year.

DO YOUR BEST WORK

OUR

BRANDS

OUR

BRANDS

down 1.7% on FY22 and gross

profit margin 46.9% for FY23

66

Gross profit

Stores

Sales

down 0.4% on FY22

$

116.6m

$

248.6m

(40 SWAS)

Operating profit

down 0.2% on FY22

$23.0

m

The Warehouse Group Integrated Annual Report 20231819Our Brands | Warehouse Stationery

Noel Leeming is one of New
Zealand’s leading consumer

electronics retailers, helping

Kiwis enrich their lives

through technology. We pride

ourselves on offering Kiwis

global and home brands and

innovative world-class service.

Noel Leeming's sales were affected

by a year-on-year decline in category

spend on higher discretionary items

like televisions, driven by customers

responding to the increased cost of

living. The sales result was also impacted

by spend in previous years on working

and learning from home products during

COVID-19.

Noel Leeming has seen strong growth

in emerging categories like Gaming, up

50.8% from FY22, and Smart Home, up

40.7% from FY22. We have also seen

growth in the Communications category

through our expanded partnership with

2degrees to include pay monthly mobile

plans, as well as exclusive deals on mobile

phones and plans.

Our Noel Leeming service offering

has continued to grow, introducing

new partnerships to enhance our

customers’ technology experiences.

We launched Starlink as their first New

Zealand retail partner, offering Starlink

broadband with hardware in our stores.

Thanks to our committed team, we were

able to provide significant support to

communities heavily affected by Cyclone

Gabrielle with Starlink packages, where

critical infrastructure supply had been

interrupted.

Noel Leeming continues to achieve

high customer satisfaction ratings when

customers shop in store with us. Our Net

Promoter Score increased by 2.9 points

this year, taking our score to 75.1 for FY23.

With the removal of COVID-19 restrictions,

we’ve seen customers return to shopping

in store more frequently, with foot traffic

across Noel Leeming stores increasing by

13.1% in FY23. To support this, we continue

the regular review of our store network

to ensure we have the best availability

and footprint to support customer needs.

We welcomed a new concept store

in Warkworth this year, replacing the

smaller 11-year-old site. The new store

is four times larger than the original site

and features our full product range. In

addition, we’ve closed our Noel Leeming

George Street (Dunedin) store to support

consolidation and to provide improved

customer service from our larger-format

store in Dunedin.

Online sales have normalised to pre-

COVID-19 shopping patterns, making

up 11.1% of total sales compared to 16.3%

in FY22. Customers continue to choose

Click & Collect as a means of fulfilment

of their online purchases, with Click &

Collect orders making up 62.9% of all

online sales compared to 57.7% in FY22.

Noel Leeming’s one-hour Click & Collect

offering introduced in FY22 continues to

be popular.

In June, Noel Leeming celebrated its

50-year anniversary. Noel Leeming’s

customers enjoyed celebratory events

and special deals for the month to

commemorate the occasion. We launched

a fundraising campaign for Orange Sky

Aotearoa, which provides free laundry

services, warm showers, and genuine

connections for Kiwis experiencing

homelessness and hardship. With our

generous customers’ $1 donations at

Noel Leeming checkouts, we raised over

$20,000 for this charity.

Along with our commitment to the

community, we continue to drive forward

sustainability initiatives in Noel Leeming.

In partnership with TechCollect NZ, Noel

Leeming offers free e-waste collection

and recycling. In FY23, the programme

expanded its offering and is now

available across 28 (up from 16 in FY22)

stores nationwide.

OUR

BRANDS

OUR

BRANDS

THE AUTHORITY ON APPLIANCES,

TECHNOLOGY AND SERVICES

down 8.2% on FY22 and gross

profit margin 22.0% for FY23

67

Gross profit

Stores

Sales

down 3.3% on FY22

$

1,061m

$

233.1m

Operating profit

down 49.3% on FY22

$2 7. 3

m

The Warehouse Group Integrated Annual Report 20232021Our Brands | Noel Leeming

Torpedo7 is the ultimate store
for outdoor adventures in New

Zealand. From activewear

and hiking boots to all your

camping, bike and snow gear,

and the passionate know-how

of our team, Torpedo7 has

everything you need to get

outdoors.

It has been a very challenging year for

Torpedo7, with a global demand slowdown

for bikes after a spike during COVID-19

lockdowns. A wet summer and late ski

season impacted seasonal categories like

water sports, camping and snow gear.

Profitability was compromised with

decreased margin and increased cost of

doing business, resulting in an operating

loss for the year of $22.2 million. As at FY23

year end we have provided for an inventory

impairment of $4.6 million against Torpedo7

to manage excess and aged stock.

A recovery plan is in place for the business

and this will be a major focus in FY24.

Despite the challenges in bike and seasonal

impacts, Torpedo7 has seen pleasing

growth across other categories in FY23,

with 42.8% growth in footwear, 18.8% growth

in athletic leisure wear and 26.9% growth

in electronics. Our Torpedo7 private label

ranges continue to grow and now make up

more than 34.0% of total sales.

Customers continue to enjoy the knowledge

and advice from our outdoor expert team

members, with our customer Net Promoter

Score increasing by 3 points to 71 in FY23.

In August 2023, our Torpedo7 support

office, store leadership, logistics and

fulfilment teams joined the rest of the Group

in transitioning to agile ways of working,

integrating the business under existing

support structures and product purchasing

into a new Sports and Adventure customer

mission tribe.

The shift to agile will bring our Torpedo7

brand and teams closer to the Group to

unlock efficiencies, grow our profitability

and deliver a better customer experience.

We also began the process of migrating

Torpedo7 to our new Enterprise Resource

Planning (ERP) software system. The new

platform will replace and modernise our

legacy systems, streamline our business

operations and improve the experience for

our customers.

With Torpedo7's passion for the outdoors

and our local environment, we provide

support through our community

partnerships. This year, with the help of our

customers, we raised more than $77,000

for our community partners including

Hillary Outdoors Education Trust, to help

young people experience the outdoors

and build important life skills. In June, our

stores and customers also raised $8,288

for St John's Annual Appeal.

OUR

BRANDS

OUR

BRANDS

SEE YOU OUT THERE

FY22: Operating loss $2.2m

FY23: Gross profit margin 29.9%

25

Operating loss

Stores

Sales

down 5.4% on FY22

$

162.2m

$

22.2m

The Warehouse Group Integrated Annual Report 20232223Our Brands | Torpedo7

OUR
BRANDS

OUR

BRANDS

MarketClub is our free-

to-join membership

programme that gives

our customers exclusive

discounts and offers when

shopping with us. Every

time a customer uses

MarketClub, we donate a

portion of the proceeds to

a charitable cause on their

behalf.

In October 2021, we introduced

MarketClub into The Warehouse,

and this year we reached a major

milestone with over 1.3 million

customers using MarketClub. Our

Club members are our most engaged

customers, who enjoy exclusive deals

on the products they love.

Currently, members can use

MarketClub at The Warehouse

through The Warehouse app, our

online store, or by scanning the app at

our store checkouts. At TheMarket.com,

MarketClub members also get special

deals for free. In addition, we offer

MarketClub+, a subscription service

on TheMarket.com that provides free

shipping on millions of eligible items,

VIP access to exclusive offers, priority

customer service, and more.

In FY23, MarketClub members saved

nearly $18.0 million with member

discounts. The most popular deals were

our $4 and $5 Tararua 500g butter,

with over 220,000 customers scanning

MarketClub to access the offer.

Since launching the platform in

October 2021, we have raised over

$1.6 million for various causes in New

Zealand. Our charity partners include

Life Education Trust, Whānau Āwhina

Plunket, Variety – the Children's

Charity, Sustainable Coastlines, and

special campaigns

like Be the Joy, helping Kiwis in need

at Christmas.

YOU GET EXCLUSIVE

DISCOUNTS AND OFFERS

MARKETCLUB MEMBERS

an increase of 122% on FY22

1.3m

>

donated through

MarketClub in FY23

$

1m

MarketClub is a valuable addition

to our ecosystem, designed to

make shopping with us easy and

rewarding for our customers, and we

will continue to expand the platform

purposefully.

The Warehouse Group Integrated Annual Report 20232425Our Brands | MarketClub

With the help of our generous
customers, since 1982 The

Warehouse Group has raised

more than $83 million for

New Zealand charities and

communities to help Kiwi

families thrive.

Since we opened our doors in 1982, our

purpose has been clear: to help Kiwis

live better every day. We're proud of our

ongoing efforts to help our communities

in meaningful ways and be there for them

in moments that matter.

We focus on areas where we can truly

make a difference, like bringing joy to

families at Christmas, ensuring young

people have access to period products,

supplying essential school supplies to

help kids thrive in school, and providing

the essentials in an emergency.

This year, through the generosity of

our customers and the engagement of

our store team members, we raised $4.1

million for New Zealand charities and

community groups.

On a national level, we partner with some

fantastic charities, including Sustainable

Coastlines, Youthline, Women's Refuge,

Variety – the Children's Charity, The

Salvation Army, Whānau Āwhina Plunket,

The Period Place, Hillary Outdoors, and

Life Education Trust.

Our community highlights

Be the Joy

Together with our partners at Women's

Refuge and Variety – the Children's

Charity, we helped to bring joy to

thousands of Kiwi families by giving them

a gift to open on Christmas Day. With

the help of our customers purchasing

$5 Be the Joy gift tags in our stores, we

delivered over 17,500 gifts to children who

would otherwise go without.

The Warehouse stores became a drop-

off hub for customers to donate new,

unwrapped gifts for each store's local

Women's Refuge. Our Store Support Office

and North Island Distribution Centre teams

took part by collecting and donating gifts

to Auckland City Mission too.

Our customers could add a dollar in store

or at checkout online as well, and this

SUPPORTING OUR

COMMUNITIES

raised over $130,000 for Women's Refuge

and Variety – the Children's Charity.

Back to School

This year for our Back to School

campaign, The Warehouse and

Warehouse Stationery partnered with

KidsCan to donate over 100,000 essential

stationery items to 73 lower-decile

KidsCan schools across New Zealand,

including sun hats, pencil cases, pencils,

pens, notebooks, rubbers, rulers, glue

sticks and sun cream.

We also invited our customers to join us

by adding $1 at checkout in Warehouse

Stationery and The Warehouse stores.

Our customers donated over $66,000

to support KidsCan and help children

access the essentials they need to start

the school year successfully. With an

additional donation from MarketClub,

over $74,000 was donated to KidsCan

to help get food, raincoats, shoes and

essentials to kids who need them.

Cyclone Gabrielle support

To help Kiwi families affected by Cyclone

Gabrielle and North Island flooding, we

turned on our emergency fundraising for

customers to add $1 at our checkouts in

all The Warehouse Group stores.

During this time, our customers gave an

incredible $250,000. The Warehouse

Group donated $200,000 (cash and

product), resulting in over $450,000

going to a mix of community groups who

were on the ground helping families in the

affected regions, including the Hawke's

Bay Foundation, SuperGrans Tairāwhiti

Gisborne, The Northland Foundation,

ButtaBean Motivation, The Middlemore

Foundation, Te Hā Oranga, and The

Salvation Army foodbanks.

Our store teams in the affected regions

played an incredible role for their local

communities during this time, donating

essential products and opening the doors to

our stores to serve the community’s needs.

Mega Toy Donation

For our Mega Toy Sale, The Warehouse

joined up with the Kindness Collective

and donated $50,000 of vouchers

for toys for deserving kids across

New Zealand. Every The Warehouse

store team used the funds from their

data, design thinking, and interviewing

customers in our stores.

Gateway students

programme

We are proud to offer Year 12 and Year

13 school students work experience and

the opportunity to achieve unit standard

credits through the Gateway programme.

In partnership with ServiceIQ, this

programme provides students with

hands-on work experience in the retail

industry and a chance to make helpful,

professional contacts for when they leave

school.

Red Shirts in Schools in The Warehouse,

Blue Shirts in Schools in Warehouse

Stationery, Torpedo7 bike hub, and

Discovering Passionate Experts in

Noel Leeming reached 1,255 student

enrolments in FY23.

The programme has a 90% completion

rate across our 122 supporting stores,

and this year, 24 students have been

employed in roles on completion of the

programme.

Access to period products

We're continuing to make period products

accessible and affordable through our

range of $1 pads, with one in every 10 sold

donated to local organisations in need

through the support of our community

partner, The Period Place.

More than 86,400 period products have

been donated through this initiative this

year, bringing our total donations to date

to over 266,000 period products. We

also provide free period products for our

team members across our stores, support

offices, and distribution centres.

Reusable bags and

local giving

Every time a customer buys a $1 red

reusable bag from The Warehouse, a

portion of the proceeds remain with that

local store team to use to support the

communities they serve at a local level.

Our local stores also play a vital role in

giving back to their communities, and this

year, we raised $1.4 million through the

sale of our red reusable bags.

17,500

gifts provided by

Be the Joy campaign,

to Kiwi kids

to support local

communities through


the sale of our red

reusable bags

more than

reusable bag proceeds to get behind

this campaign to donate an additional

$55,000 of new toys to kindies, kōhanga

or whānau services in their local area.

Our customers got behind this campaign

as well, adding $1 at checkout and raising

$77,900 to help the Kindness Collective.

Noel Leeming

50th Birthday

As part of our 50th birthday celebrations,

Noel Leeming partnered with Orange Sky

Aotearoa, a charity that provides laundry

services, warm showers, and genuine

connections for Kiwis experiencing

homelessness and hardship. With our

generous customers' $1 donations at

Noel Leeming checkouts, we raised over

$20,000 for this organisation.

P-TECH Programme

In FY23, we continued our role as a key

partner in the Pathways in Technology

(IBM P-TECH) programme. P-TECH helps

get students job-ready by developing

their digital skills and is now in 28

countries globally.

As an industry partner, The Warehouse

Group 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.

This is our fourth year as a partner, and

seven interns joined The Warehouse

Group for a six-week internship. Over the

course of the programme, students were

introduced to gathering insights and

Raised

to community

groups affected

by Cyclone

Gabrielle

$

450k

$

1.4m

Sausage Sizzles

This year, our The Warehouse store teams

have given back to their local community

by firing up the barbecue and bringing

back the sausage sizzle.

For the opening weekend of our

Warkworth The Warehouse store, four

local community groups – Coastguard

Kawau, Heart of Springboard, Warkworth

Lions Club, Warkworth Scouts raised over

$4,000, which the store matched to a total

of $8,000 through sausage sizzles.

MarketClub donations

with every scan

Every time a MarketClub member

scans at The Warehouse we donate a

portion of the proceeds to a charitable

cause of their choice. Since launching

the platform in October 2021, we have

raised over $1.6 million to various causes

in New Zealand. Our charity partners

include Life Education, Whānau Āwhina

Plunket, Variety – the Children's Charity,

Sustainable Coastlines, and special

campaigns like Be the Joy, helping Kiwis

in need at Christmas.

can nominate a

charitable cause to which

The Warehouse donates

on their behalf

>

>

1.3m

over

MarketClub members

The Warehouse Group Integrated Annual Report 20232627Community

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. These are demonstrated through the

six capitals shown below and detailed in this

report.

This is The Warehouse Group’s fifth Integrated Report

and aims to:

• Provide quality information to all stakeholders;

• Promote a holistic, cohesive and efficient

approach to corporate reporting;

• Enhance accountability and stewardship for the

application and use of inputs in the business to

deliver retail value; 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. This attempts to explain

how the macro and internal inputs into the business

(Capitals) are used through our strategy and

business activities to deliver performance outcomes

in FY23.

Refer to the following pages for further details on

each of these capitals.

This is the third year we have also reported under the

Global Reporting Initiatives (GRI) framework. Refer

to pages 60 and 61 of this Annual Report for further

information on the GRI reporting framework and


The Warehouse Group’s material topics, and

pages 110-113 for 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.

SOURCING PRODUCT

SUPPORTING NEW ZEALAND

COMMUNITIES

INTEGRATED RETAIL

SALES ENVIRONMENT

BRINGING PRODUCT

TO MARKET

UNDERSTANDING

OUR MARKET

MEMBERSHIP

INPUTSOUTPUTS

HUMAN CAPITAL

FINANCIAL CAPITAL

INTELLECT UAL CAPITAL

MANUFACTURED CAPITAL

OUR NETWORKS

SOCIAL AND


RELATIONSHIP


CAPITAL

OUR

RELATIONSHIPS

OUR

PEOPLE

NATURAL


CAPITAL

OUR

ENVIRONMENT

OUR

CUSTOMERS

• 246 stores including 40 SWAS

• 26 The Warehouse stores with grocery offering

including 12 with fresh fruit and veges

• 72 The Warehouse stores with Garden Centres

• 14.2% increased foot traffic with in-store sales

up 9.7%

• Raised $4.1m for New Zealand charities and

communities, $83.4m since 1982

• Conducted 266 Labour and Environmental

third party onsite audits

• 90% achievement on all environmental factors

• Started engaging with our suppliers on

GHG emissions management as part of our

programme to reduce (Scope 3) emissions

• Operating cashflow $214.2m (FY22: $105.4m)

• Capital expenditure $113.2m (FY22: $107.5m)

• Final dividend 8.0 cps

• $145m Sustainability Linked Loans

• Liquidity of $421.9m

• Group Store NPS up 2.6pts to 76.3

• SKU reduction of 4.8% for The Warehouse and 13.6%

for Warehouse Stationery

• Online sales 10.9% of total sales

• Click & Collect sales 51.8% of online sales from

omnichannel brands

• The Warehouse 10.6% of core retail market share

• Women in 50.0% of senior leadership roles

• 101% gender pay equity

• Established 26-week full pay Parental Leave P{olicy

• Critical events: 8 in FY23 (FY22: 52)

• TRIFR: 32.8 per million hours worked (FY22: 24.7)

• Lost-Time Injuries reduced by 10.9%

• 33% of private label sales from products with

sustainable attributes (FY22: 22%)

• 43% of our private label sales were derived from

products with packaging that is compostable or which

can be recycled via New Zealand's kerbside recycling

infrastructure or instore (FY22: 22%)

• 7,657 tCO

2

e of Scope 1 and 2 emissions (down 43.3%)

• 100% of the Group’s passenger fleet is full EV

• Diverted 72.9% of operational waste from landfills

• Diverted 198.9 tonnes of post-consumer waste from landfill

We strive to build

world-class customer

experiences and an

ecosystem enabled by

our portfolio of brands,

our supply chain

network and enterprise

systems.

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.

We want to build strong

relationships with our

communities and our

stakeholders to deliver

sustainable value and

positive change.

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.

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.

INTEGRATED

REPORT

RETAIL VALUE

CREATION PROCESS

FINANCIAL

CAPITAL

$

The Warehouse Group Integrated Annual Report 20232829Integrated Report

Risk management
The Group's risk management framework has

been designed to identify, assess, control and

monitor its key risks. The identification and

ongoing management of these key risks assists

the business in achieving its objectives and

goals.

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. Responsibility

for operational risk management sits with our

Leadership Squad but also considers the agile

operating model which allows our teams to react

quickly to change. This mixed model provides

flexibility, 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 provides

challenges for the Group to effectively compete.

This increased velocity poses new challenges


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

their 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 key risks with its senior Leadership Squad 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:

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 operating model. As

part of this agile operating model, our team's

focus is 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.

In an agile operating model, the Group applies

an iterative risk management approach which

is managed through quarterly business reviews,

sprints, stand-ups and regular reviews. In this

way risk management responses are broken up

into smaller and more manageable components

while also encouraging collaboration across

stakeholders, project team members and

sponsors.

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 of our Integrated

Reporting is different from financial materiality

in the financial statements. It is driven by the

risk appetite settings, and the specific outcomes

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 third year we have reported under

the Global Reporting Initiatives (GRI) framework

and material topics. In 2023 we performed a

high-level internal review of the material topics

previously identified with a focus on the actual

and potential, positive and negative impacts

these topics have on our environment, the

economy and our people. Refer to pages 60 and

61 for our GRI Report and the material topics

under our GRI reporting framework.

RISK &

MATERIALITY

Mōrea me te Tūponotanga

The Warehouse Group Integrated Annual Report 20233031Risk & Materiality

different products. In addition, 12 The
Warehouse stores now provide a fresh

grocery offering to our customers. This

is going very well, with all products

(except bananas) sourced locally,

supplying in-season fresh fruit and

vegetables.

Our customers are also loving our

Garden Centres in 72 of our 88 The

Warehouse stores. This year, we have

installed new garden equipment in

these stores, enabling a better growing

environment, better racking and easier

customer access areas.

Customers continue to prefer our

self-service checkouts, which have

been deployed into over half of all The

Warehouse stores. These checkouts

have become an increasing helpful

customer experience in our stores,

especially in The Warehouse stores

with a grocery offering.

We continue to optimise our

Warehouse Stationery store-within-a-

store (SWAS) integration programme

with a further five Warehouse

Stationery SWAS stores opening

during the year including Lower Hutt,

Palmerston North, Timaru, Warkworth

and Hillcrest Hamilton.

We are excited about the upcoming

new store openings in Wānaka in

October 2023, including new The

Warehouse, Warehouse Stationery

SWAS and Noel Leeming stores in this

growing region of New Zealand.

We also announced the closure of The

Warehouse and Warehouse Stationery

in Belfast, Christchurch and Noel

Leeming Northlink in September

2023. We have temporarily closed

The Warehouse Tory Street store in

Wellington following an electrical fire,

and are reviewing the location of this

Wellington store.

Decisions like these are never made

lightly and we take into consideration

a number of factors such as population

growth, foot traffic and proximity to our

nearby stores. This is part of our regular

store optimisation review to ensure we

have our people and stores in the right

place, and in the case of Belfast, we

have seen more customers choosing

Our purpose to help Kiwis

live better every day is

enabled by developing

a world-class customer

experience through:

1. Our portfolio of brands, both online

and instore;

2. A reliable and sustainable

distribution and supply chain; and

3. Our enterprise systems, processes

and data.

Our portfolio of brands –

online and in store

We are proud of our portfolio of brands

which provide a variety of products

to serve our customers, wants and

needs through our ecosystem of

online, mobile app, in store and service

offerings.

Our diversified brand portfolio delivers

a range of products – from homeware,

toys, grocery and apparel; stationery,

office and study equipment; outdoor

gear and sportswear; and a full

electronic and appliance product and

service offering to kit out every area of

our customers’ homes at a strong value

price point.

Customers have the choice to shop

at their own convenience, through

our 246 stores, 3 mobile apps, and

5 online sites – all supported by our

membership programmes which enable

us to build stronger relationships

with our customers and extend their

engagement across the Group.

Store development

Our store strategy is all about ensuring

we have the right stores, with the right

footprint, in the right place for our

customers. We undertake a great deal

of research, including population and

demographic shifts, when looking at

new store locations, and we review

store performance on an ongoing

basis. During FY23, The Warehouse,

Warehouse Stationery and Noel

Leeming have seen some consolidation

of store locations as we optimise our

store network.

In particular, in May 2023, we closed

The Warehouse Snells Beach, the

Warehouse Stationery and Noel

Leeming Warkworth stores and

opened an exciting new retail centre in

Warkworth including The Warehouse,

Warehouse Stationery (SWAS) and a

new Noel Leeming store.

In addition to the Warkworth retail

centre opening, during the year we

closed The Warehouse South City,

Warehouse Stationery Auckland

CBD and Warehouse Stationery

Johnsonville. We opened a new

Torpedo7 store in Botany, moved the

Torpedo7 Christchurch store to a larger

site, and closed the smaller of our two

Noel Leeming stores in Dunedin.

In FY23, 26 The Warehouse stores

received a new grocery customer

experience roll-out with benefits

including greater grocery, pantry

and chilled food offerings. We

have expanded our private label

Market Kitchen range to include 64

up by 5 in FY23

STORESSWAS STORESFOOT TRAFFIC

OUR

NETWORKS

Ngā Kōtuitanga

2464014.2%

to shop in our larger nearby locations,

including our new stores in Papanui.

Store team and customer

safety

Our team members and customers

safety is of utmost priority for The

Warehouse Group. As retail crime

continues to challenge our business

and our team, we work closely with

New Zealand Police to mitigate every

possible occurrence in our stores. As a

Group, we have implemented a number

of our own initiatives to keep our

people and customers safe. We have

installed fog cannons, glass guards,

strong-room door strengthening and

alarm integration in our Noel Leeming

stores, and alarm system upgrades in

110 stores across our network.

Customer shopping habits

in store and online

The year in review has seen a significant

shift as customer's shopping habits

return to normal after an unprecedented

surge in online shopping during the last

three years of COVID-19 disruption, and

customers took to shopping online to

access the goods they needed. In FY23,

customers moved back to shopping in

store with foot traffic up 14.2% and store

sales up 9.7%.

As our in-store sales increased, online

sales decreased compared to the prior

year, with online sales making up 10.9%

of total Group sales in FY23 compared

to 16.8% in FY22, but increasing

compared to pre-COVID-19 times, up

from 7.8% in FY19.

Customers continue to embrace

collecting their online orders in store

through our Click & Collect offering

– particularly at The Warehouse

and Noel Leeming stores. Total

Click & Collect sales accounted for

51.8% of omnichannel online sales

(FY22: 49.0%), including 47.8% of The

Warehouse online orders and 62.9%

of Noel Leeming online orders. This

year we updated our Click & Collect

pricing model in The Warehouse where

customers can use Click & Collect for

free when products are in stock at

their selected store, or with the option

of paying a small $3 fee to get any

product transferred to a store of their

choice.

This has been accepted across all our

store channels as we continue to offer

Warkworth

Building is constructed with smart technology and highly insulated roofing and walls with the intention to

reduce energy consumption.

The use of wooden framing means we have a lower carbon footprint in comparison with

conventional steel-framed buildings.

The building is powered by 252 solar panels on the roof, generating a reduction of 140kWh of electricity.

Our stormwater tank helps us collect and conserve rainwater, which is used in our Garden Centre's

irrigation system (this is also powered by the rainwater).

Later this year, six EV charging stations will go into the parking with more planned at a later date.

The Warehouse Warkworth is our 40th store location to offer soft-plastics recycling as part of

The Packaging Forum's Soft Plastic Recycling Scheme. Customers can drop off their used

ink and toner to the store to be recycled.

Noel Leeming Warkworth supports our e-waste programme, helping its customers to recycle

their e-waste.

Building the most energy-efficient

retail building in New Zealand

The Warehouse Group Integrated Annual Report 20233233Our Networks

customers the products they want,
when and where they need them, while

ensuring we cover our own cost to

serve.

Our mobile apps continue to resonate

with customers across The Warehouse,

Noel Leeming and TheMarket. In

particular, The Warehouse app ranked

as the No.1 most downloaded shopping

app in New Zealand for 107 days in

FY23. We know our customers use it

for shopping on the go, and also use

the app to find products and compare

prices while shopping in store.

Our third-party marketplace, powered

by TheMarket.com, extended into

The Warehouse. This expansion now

allows third-party sellers to surface

their products for customers via The

Warehouse and TheMarket.com, all

through TheMarket as our centralised

third-party seller platform.

A reliable and

sustainable supply chain

The reliability and efficiency of our

supply chain is critical to getting

products from our suppliers, through

our distribution networks, into store

and available for our customers.

In recent years, supply chains

have been challenged, availability

constrained, and cost of shipments

at record highs. We are thrilled that

by working strongly with our loyal

suppliers and freight partners, these

challenges and constraints have eased

in this financial year and are returning

to relative normality. Supply chain and

shipping costs have also normalised

back to pre-COVID-19 levels.

We did experience supply congestion

during our peak trading period of

November to December 2022 and while

global supply chains and shipping

partners returned to normal supply

volume levels, their own infrastructure

took time to catch up. That did cause

some delays with products getting

through our distribution centres and

into stores, as well as in fulfilment

delivery to our customers, but again

these congestions have significantly

lessened.

The grocery supply chain has stepped

up to our increased demand levels.

Our grocery private label, Market

Kitchen, has grown at pace and while

access to equitable cost prices remain

challenged, we are seeing this supply

chain improve.

We are enabling process changes

across our own distribution and

fulfilment network, and this year saw

the go-live of our new Warehouse

Management System (WMS). We are

now embedding this new system to

create better ways of working and

unlocking operation and distribution

efficiencies including pack size

optimisation and distribution of fuller

pallets.

Our key operating metrics to monitor

the performance and efficiency of our

distribution network include cost per

units handled, distribution cost to

serve, and fulfilment cost to serve.

Our distribution cost to serve (cost per

unit of distribution to store) decreased

during the year. We saw increased

efficiencies this year as store sales

across procurement, distribution and

fulfilment. This has allowed our team

members to deliver even better in-store

and online customer experiences.

The largest initiative is the deployment

of our Enterprise Resource Planning

Finance and Inventory (ERPFI)

solution and this has been a multi-year

development programme. Testing is

expected to continue through 2023

with the go-live in the second half

of FY24, depending on progress with

testing and avoiding disruption from

peak trading.

The first phase of our Group Order

Management Solution (GOMS) went

live in October 2022. Through our

brands’ eCommerce webstore and

mobile apps, future GOMS releases will

deliver a single fulfilment optimisation

solution integrated with real-time

inventory for all our brands. This will

improve our customer experience for

online orders, for delivery and Click &

Collect.

Our Master Data Management

(MDM) system is deployed across

all our brands and products and is

integrated into our ERPFI Inventory,

WMS and eCommerce platforms. Our

last iteration will see us integrate

dimension and supplier data through

a self-service portal, expected to be

completed in FY24.

Our Human Capital Management

(HCM) system had a first release

in October 2022 which included

deployment for around 2,400

employees, with the full system going

live in August 2023. This has now been

rolled out to all 11,000 team members

including stores and distribution

centres. In addition to the Employee

Self-Service module, full deployment

includes automation through our

recruiting and new employee

onboarding processes.

Looking forward to FY24, our key

systems will include go-live of the

ERPFI solution, final roll-out of GOMS,

further data enrichment in MDM, and

the deployment of MS Dynamics 365 at

Torpedo7 to help integrate all our agile

brands across the Group.

The Warehouse app ranked

as the No.1 most downloaded

shopping app in New Zealand

for 107 days in FY23.

increased, productivity improved,

COVID-19 restrictions eased, and we

lapped FY22 which saw COVID-19

disruption in our distribution centres

including shutdown periods, rapid

antigen testing and social distance

requirements.

In comparison, our customer fulfilment

cost to serve (cost per unit of

distribution of product to customers

home or via Click & Collect) increased

during the year. As customers returned

to pre-COVID-19 shopping habits,

online sales have decreased in FY23,

resulting in less volume going through

our fulfilment centres. In addition, we

have seen a large increase in costs

from our freight-forwarding partners

including New Zealand Post. The

combination of less volume and higher

variable and fixed costs has increased

our fulfilment cost to serve.

Powered by enterprise

systems, processes and

data

In FY23 we made significant progress

in developing our operational systems

to enable access to real-time data

CLICK & COLLECTIMPROVED SUPPLY CHAIN

of omnichannel

online sales

51.8%

ONLINE SALES

of total salesdecrease in value of

goods in transit

10.9%30.5%

$

The Warehouse Group Integrated Annual Report 20233435Our Networks

In FY23, our focus remained
on enhancing and delivering

our five strategic customer

experiences aligned with

our purpose, vision and

values.

1

Helping customers to find

what they’re looking for,


at prices that are great,

every time

Offering a diverse range of products at

price points that customers perceive

as great value continues to elevate

their experience with our brands.

Our approach to range and pricing

involves harnessing the power of

data alongside the expertise of our

experienced team. We curate our

ranges and manage our pricing

structures using data to pinpoint

our optimal range of Stock Keeping

Units (SKUs) and affordability. The

way our teams work with data enables

us to proactively respond to shifting

customer preferences through

forecasting, price optimisation, and

range continuity.

This year we launched Group

Marketplace initiative, which extends

our Marketplace range into The

Warehouse website and app, New

Zealand’s No.1 retail site by traffic, by

integrating products from TheMarket.

com. With over 103,000 third-

party products from 71 third-party

merchants now available to our

existing online customer base, we've

delivered $8.9 million additional sales

through Group Marketplace.

In the current economic climate, our

Price Perceptor products continue to

be a key driver for our customers, with

The Warehouse delivering strongly

through our Everyday Low Price

(EDLP) positioning. For example, The

Warehouse recently introduced a new

value range of Samsung and Dyson

products, offering a curated selection

of quality appliances at affordable

prices. The Warehouse also maintained

its No.1 position in value perception

across key competes in FY23.

1

With the surge in food prices over the

last year, presenting a challenging

reality for most New Zealanders, our

commitment to providing access

to essentials at affordable prices

such as food, pet care, baby care,

and household basics remained

unwavering.

Our strides in grocery at The

Warehouse have been significant, with

grocery sales growing 26.1% to make

up 18.7% of total The Warehouse sales.

Within this category, we experienced

91.8% growth in pantry and chilled,

26.6% growth in household cleaning

items, and 23.8% growth in pet care.

We have expanded our range and our

private label Market Kitchen, launching

butter, coffee and sauces at excellent

price points. We have also ventured

into a trial to offer fresh bulk fruit and

vegetables at affordable prices in 12

of our stores. We remain committed to

value and staying in tune with what

our customers are looking for from our

brands.

2

Helping customers to enjoy

fast, easy and reliable ways


to get what they need

Our focus remains on ensuring

availability and efficient fulfilment

through our integrated supply chain,

enabling our customers to access the

right products quickly, sustainably and

at affordable prices.

For product availability, we've refined

our assortment selection processes,

optimising ranges for each category

while upholding Everyday Low Prices.

In FY23, significant progress was

made in redesigning our delivery

and fulfilment network. Our new

Warehouse Management System

has enhanced visibility and control

over stock flow, and we've continued

to work on optimising forecasting,

planning and transportation.

This year has seen a global decline in

online shopping post COVID-19, with

customers showing a preference for

in-store shopping. Our Group online

sales have returned to pre-COVID-19

levels, achieving $376.4 million. This

represents 10.9% of total Group sales

(including Gross Merchandise Value

(GMV) sales through TheMarket.com

and Group Marketplace), compared

to 16.8% in FY22. The Warehouse

contributed $119.0 million (6.3% of

its total sales, and Noel Leeming

contributed $118.1 million (11.1% of its

total sales).

Our customers still enjoy our

same-day Click & Collect offering

at The Warehouse and 1-hour at

Noel Leeming. Click & Collect

accounted for $156.6 million in

FY23, representing 51.8% of total

omnichannel online sales.

Online shopping and Click & Collect

continue to play an important role in

helping our customers get what they

need quickly and effortlessly.

3

Helping customers to

have access to affordable

solutions that help them

live sustainably

We are committed to helping make

sustainable living easy and affordable

for our customers. Last year, we shared

our ambition to increase the share of

private label products and packaging

that are sustainable or circular to

50% by 2025 and 100% by 2035. In

addition, we're committed to reducing

our Group's Scope 3 emissions – those

generated by our suppliers – by 50%

by 2035 and 80% by 2040.

We know sustainable choices matter

to our customers. In FY23, 33% of our

private label sales were from products

that featured one or more sustainable

materials or production attributes,

up from 22% in FY22. This accounted

for 46,637 individual product lines

and sales value of $343 million. Also,

43% of our private label sales were

derived from products with sustainable

packaging, a significant increase from

22% in FY22.

OUR

CUSTOMERS

Ngā Kiritaki

SKU REDUCTION FY23

The Warehouse

(FY22: 3.0%)

Warehouse Stationery

(FY22: 14.0%)

GROUP ONLINE SALES

2

GROUP CLICK AND COLLECT

MARKETCLUB MEMBERS

4.8%13.6%

10.9% of total Group sales

(FY22: 16.8%)

51.8% of total omnichannel

online sales (FY22: 49.0%)

1

Source: The Warehouse Group Brand Tracker. The Warehouse leads on "has good everyday prices", "is easy to find great value" and "has great deals" perceptions vs key competes.

No.1

THE WAREHOUSE

Value perception

across key competes

$376.4M

$156.6M

(an increase of 122% on FY22)

1.3m

>

2

Online sales includes online sales through omnichannel brands and Gross Merchandise Value ("GMV") sales through TheMarket.

com and Group Marketplace."

The Warehouse Group Integrated Annual Report 20233637Our Customers

We have continued to grow our in-
store circularity solutions, including

soft-plastic recycling in 44 The

Warehouse stores, e-waste and mobile

phone recycling in 33 Noel Leeming

and Warehouse Stationery stores, and

ink and toner recycling in 131 Noel

Leeming and Warehouse Stationery

stores.

By making sustainable products and

solutions more accessible for our

customers, we're taking significant

strides towards achieving our vision.

4

Helping customers to

feel recognised and

rewarded

Growing customer engagement

and nurturing relationships are

fundamental in the world of retail. At

The Warehouse Group, our efforts

are dedicated to delivering what our

customers want and need through our

portfolio of brands, ensuring they keep

choosing us.

MarketClub sits at the heart of our

customer engagement strategy,

offering customers added value and

discounts. Since its October 2021

launch, MarketClub's growth has

been exceptional, growing to over 1.3

million members at the end of FY23, an

increase of 122% on FY22.

We have been encouraged by the

rising number of The Warehouse

customers opting to join MarketClub.

In FY23, our members saved nearly

$18 million through MarketClub deals.

Our most popular MarketClub deal was

our $4 and $5 Tararua 500g butter,

which was enjoyed by over 220,000

members.

As we introduce new features and

brands, the expansion of MarketClub

across the Group remains a central

focus. We envision considerable

growth potential for the programme

in the future, as the platform gets

smarter and learns what our customers

love from our brands. Our commitment

to investing in MarketClub remains

steadfast, as it's a key driver of

customer value and growth.

5

Helping customers get easy

and high-quality customer

service every time

Providing great customer service, both

online and in store, is crucial to our

customers' experience. With customers

using our online platforms for research

and inspiration, and buying in-store

more, we're working to make sure we

have the right people in the right

places to give our customers the

service they expect.

We're pleased to see that our

weighted-average in-store Net

Promoter Score (NPS) for the Group,

which measures customer satisfaction,

increased in FY23 to 76.3, a 2.6 point

increase on FY22.

We continue to improve our stores

across our network to make it easier

and quicker for customers to find

what they need, and we continue to

upgrade our systems to support our

customers better. Our team members

are rostered to work where and when

they're needed, thanks to our Group

Workforce Management Solution

that collaborates with other systems.

Our ERP systems will help us predict

demand, plan, and budget accurately.

We've successfully implemented our

agile model in stores and in the field

to adapt to changing customer needs

and allocate resources effectively.

FY23 GROUP WEIGHTED-

AVERAGE IN-STORE NPS

THE WAREHOUSE NZ

CORE RETAIL MARKET SHARE

THE WAREHOUSE NZ

TOTAL RETAIL MARKET SHARE

76.3pts

up 2.6 pts on FY22

(across all four omnichannel brands)

(up 0.5pts from FY22) (down 0.5pts from FY22)

10.6%5.3%

At The Warehouse Group,

our efforts are dedicated to

delivering what our customers

want and need.

The Warehouse Group Integrated Annual Report 20233839Our Customers

In June 2023, TWGB hosted an
event in Wellington to showcase the

extensive range of products and

services available to our government

and commercial customers and

show how we can support them with

their sustainability goals through

our commitment to sustainability

and ethical sourcing practices. Not

only did we demonstrate how our

brands come together in a physical

space, but we were able to share

our knowledge and challenges on

our mission to be New Zealand's

most sustainable B2B supplier. In

particular, we demonstrated how we

can support government customers

with procurement through our recent

inclusion on the Government Property

Group Workplace and Classroom

Furniture contract.

During the Hawke's Bay relief response,

the TWGB team partnered with key

government agencies to provide

emergency supplies for affected

families. Within 24 hours, we delivered

27 pallets of products to families

most in need including bedding,

towels, toys, and other essential

supplies. TWGB continues to partner

with humanitarian and government

agencies to provide ongoing

accommodation fit-out support for

families displaced in Auckland and the

Hawke's Bay. These fit-out solutions

include beds, dining and living room

furniture, and soft furnishings, with a

full delivery and installation service so

families can walk right into a furnished

home.

Our suppliers

Ethical sourcing

The Warehouse Group has had a

comprehensive ethical sourcing

programme for almost 20 years,

primarily focused on private

label products in The Warehouse,

Warehouse Stationery and Torpedo7,

to give our customers confidence

that our products have been

ethically sourced, and trust that we

are maintaining sound labour and

environmental standards throughout

our supply chain.

Our community and

government partners

Guided by our purpose of helping

Kiwis live better every day, The

Warehouse Group has been able to

continue to support our communities

with more than $4.1 million raised for

New Zealand charities and community

groups this year, bringing the total

raised to date to $83.4 million across

the Group since 1982.

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. Over the course of

FY23 we have also supported many

more charities, including KidsCan

during our The Warehouse and

Warehouse Stationery Back to School

campaign, the Kindness Collective for

The Warehouse’s annual Mega Toy Sale

and Orange Sky Aotearoa when we

celebrated 50 years of Noel Leeming.

The generosity of our customers and

teams was felt during the extreme

weather events including Cyclone

Gabrielle in early 2023, with $251,680

raised by our The Warehouse,

Warehouse Stationery, Noel Leeming

and Torpedo7 customers. A further

$200,000 was donated by The

Warehouse Group, bringing the total to

$451,680 shared between community

groups including The Hawke’s Bay

Foundation, SuperGrans Tairāwhiti

Gisborne, The Northland Foundation,

ButtaBean Motivation, The Middlemore

OUR

RELATIONSHIPS

Te Ara Whanaungatanga

Foundation, Te Hā Oranga and The

Salvation Army foodbanks.

More information about our work with

national and local community groups

and organisations can be found on

pages 26 and 27.

The Warehouse Group Business

(TWGB) has been working with

organisations across New Zealand

to source and supply products and

services to multiple commercial

sectors since 2019. Our agile ways

of working means that we're well

positioned to be more responsive

to customer needs and ensure we

are delivering customer-centred

outcomes. This new way of working

will also help improve our business-to-

business (B2B) platforms and ensure

we're future-ready. This will enable

us to turn up as a 'one-stop-shop'

supplier, leveraging our extensive

supply chain to deliver complete

solutions for our B2B customers

across a variety of settings including

accommodation, education facilities,

and office environments.

Since the day Sir Stephen

Tindall founded The

Warehouse over 40 years

ago, the relationships we

have with our communities

and our stakeholders have

been critical to our success,

delivering value, creating

positive change and helping

us make a difference for

New Zealand and beyond.

This programme is underpinned by

our Ethical Sourcing Policy. This policy

outlines our requirements in eleven

dimensions: Management Systems,

Child Labour, Voluntary (Forced)

Labour, Health and Safety, Wages and

Benefits, Working Hours, Freedom of

Association and Collective Bargaining,

Environment, Subcontracting and

Business Integrity, and has recently

been expanded to include supplier

responsibilities for Greenhouse Gas

Management.

In FY23, The Warehouse Group’s

private label products were sourced

from around 680 factories primarily

located in China, New Zealand,

Australia, Bangladesh, USA, India,

Vietnam, Thailand, Malaysia and the

United Kingdom, involving about

300,000 workers.

Our private label factories must

undergo ethical, labour and

environmental assessments before

entering our supply chain. In FY23,

184 new factories qualified to enter

our supply chain via the recognition

of existing third-party credentials,

validated self-assessments or

independent third-party labour

and environmental audits. In

addition to all-important labour

rights, these assessments include

a review of our suppliers’ actions

to monitor wastewater discharge,

control air pollutants, dispose of

solid waste, enable recycling, and

deal with any hazardous waste. In

FY23, we conducted 266 labour

and environmental third party on-

site audits and maintained internal

continuous improvement oversight,

working actively with 296 factories

in the year to assist them achieve

compliance with our standards and

local regulations.

Out of our 680 active private label

factories, we found that 20 factories

(2.9% of private label factories) had

actual or potential negative social

impacts which they failed to address,

resulting in us ceasing trading

with them. Decisions to terminate

relationships with suppliers are not

taken lightly. The 20 factories we

ceased trading with consistently

failed to participate transparently

during assessments or did not meet

the baseline criteria set by our Ethical

Sourcing Policy.

The primary issue we identified during

on-site assessments was a lack of

transparency. This was evident in

42 factories (15.8% of those audited

this year). Another common actual or

potential negative social impact we

observed was maintaining legal limits

on working hours and compensation.

These findings emphasised the need

for ongoing monitoring and remedial

action, which we always require.

Our commitment remains firm: to

ensure that every partner in our supply

chain operates with the highest ethical

and social standards.

Overall assessment scores averaged

88% with a 90% average for

environmental factors, 94% average

for health and safety factors, and

96% average for employment policies

including child labour.

1


Engaging suppliers

Our programme at Tier 1 (final

manufacture) factory level is relatively

mature. We traced our orders to 680

Tier 1 factories, and we estimate these

represent 93% of private label product

orders. This year we also traced and

qualified 32 Tier 2 factories (raw

material and component suppliers to

our Tier 1 factories), relying on their

existing third-party credentials, self-

assessments with supporting evidence,

and a smaller number of on-site

assessments conducted by our own

specialists.

Training remains a critical part of our

engagement with suppliers. To help

our factories achieve The Warehouse

FACTORIES

Raised

for NZ

charities and

communities

total raised to date

across the Group

new factories qualified to enter our

supply chain via third-party audits

$

83.4m

$

4.1m

184

>

1

Refer to the Ethical Sourcing Report.

The Warehouse Group Integrated Annual Report 20234041Our Relationships

Group’s ethical sourcing expectations
and develop new capabilities such

as carbon management, or the use

of more sustainable materials and

packaging, suppliers participated in

354 on-site or virtual training sessions

and completed 1,175 e-learning lessons

on various labour, environment and

greenhouse gas management topics.

In Bangladesh we and our suppliers

continue to co-fund programmes

under the Reimaging Industry to

Support Equality (RISE) initiative

which supports collaborative industry

action to advance gender equality

in global garment, footwear and

home textiles supply chains. Two new

factories joined us in this work over

the past year in addition to the two

factories whose programmes reached

completion.

Our supplier scorecard guides our

sourcing decisions and supplier

selection, and looks at labour and

environmental audit outcomes,

alongside commercial performance

measures. Going forward we intend to

include a representation of supplier’s

baseline greenhouse gas measurement

(GHG), and the presence of Science

Based Target initiative (SBTi) targets.

Our 2023 Ethical Sourcing Report with

full details of our programme will be

released in October 2023.

We have begun engaging our suppliers

on the topic of GHG Management

as part of our programme to reduce

(Scope 3) emissions within our supply

chain.

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 shareholders'

meeting, governance roadshows, and

through market updates via the New

Zealand Exchange 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. We are

committed to transparent reporting

of both financial and non-financial

objectives. To report against all these

objectives, targets and measurements,

we report under Integrated Reporting

and Global Reporting Initiatives (GRI).

This is our fifth Integrated Report

through which we inform all

stakeholders of our full retail value

creation process – delivering key

outcomes through six capital inputs

from our networks, our customers, our

relationships, our people, our financial

capital and our environment. Refer to

pages 28 and 29 for full details.

This is the third year we have reported

under GRI as our sustainability

reporting framework. We have

maintained the view of our material

topics which are most important to our

shareholders and other stakeholders

and have reported on the relevant GRI

standards which are applicable to these

material topics. Refer to pages 60 and

61 for the GRI Report and pages 110-113

for the GRI Content Index.

In December 2022, the New Zealand

External Reporting Board (XRB)

released the Aotearoa New Zealand

Climate Standards (NZCS) for

mandatory application for annual

reporting periods beginning on

or after 1 January 2023. We have

already made progress in preparing

for these disclosures including

being a leader in the development of

New Zealand retail sector scenario

analysis for the Strategy section of

this framework. These scenarios will

be used to identify climate-related

risks and opportunities and develop

our transition plan to a 1.5-degree

world. The New Zealand retail sector

scenario public report was released on

19 September 2023 and can be found

here.

We are on the pathway to report under

the Aotearoa New Zealand Climate

Standards in FY24.

The Warehouse Group Integrated Annual Report 20234243Our Relationships

We strive to create a
dynamic, purpose-driven

organisation that enables

and empowers our people

to succeed.

As volatile economic headwinds set

the tone for FY23, we recognised three

critical drivers to equip our people for

the challenging year ahead:

• Unlocking productivity and

performance through a focus on

leadership capability;

• Being the best place to work through

learning and career development,

employee benefits, and diversity and

inclusion; and

• Strengthening and streamlining

our health, safety and wellbeing

programmes so everyone gets home

healthy and safe every day.

A focus on business

productivity and

performance

Accelerating leadership

capability in our store

network

In FY23, we set out to boost leadership

capability, particularly across our store

network, starting with moving our store

leadership teams in The Warehouse,

Warehouse Stationery and Noel Leeming

to agile ways of working. This followed

two years of agile experience in our

Store Support Office (SSO), showing

how agile can empower our teams to

operate faster, better adapt to customer

needs and work cross-brand and cross-

functionally to deliver at speed.

Our store leaders are a core part of

defining business solutions, driving

positive outcomes in their stores and

regions, and have taken on opportunities

to lead initiatives and projects outside of

their stores. We’ve also seen an uplift in

cross-brand leadership succession and

an increase in gender diversity at store

and regional leadership with female

leaders increasing from 22% in FY22 to

29% in FY23.

Refining our labour

operating model

This year, we examined our labour

operating model across the business to

seek efficiencies where appropriate.

We refined our SSO agile structure

to improve our ability to deliver on

customer missions, supercharge

performance and productivity, and

strengthen our focus on operational

and financial efficiencies. In line with

these changes, we reduced our SSO

labour costs, disestablishing 340 roles.

While this was a tough decision for our

teams and business, it was an important

step in enabling us to respond to the

challenging retail environment and

changing customer priorities.

We standardised leadership and

team structures across the Group by

expanding our agile ways of working to

integrate our teams from TheMarket,

Torpedo7, Services, Customer Care,

Business Solutions and Logistics

(including distribution and fulfilment

centre management).

Be the best place to work

Growing our people

through learning

We’re proud to offer learning and growth

opportunities for our people, spanning

from retail and role-based learning,

leadership development, future skills

training, and transition assistance

programmes. Overall, there are around

140,000 hours of learning available to

our team members.

To support retail education, team

members can gain NZQA Retail

qualifications through our partnership

with ServiceIQ. This year, 23 team

members completed or began the

certificate programmes covering topics

such as service excellence, product

knowledge, health and safety on the job,

and resilience in a changing industry.

OUR

PEOPLE

Ngā Tāngata

Our The Warehouse Group Scholarship

supports those interested in completing

vocational qualifications related to

a career in retail. A total of 21 team

members have been awarded this

scholarship since it launched in FY21. In

addition, each team member has access

to the External Learning Fund, offering

up to $2,000 to fund a course or training

that supports their personal career

development.

In FY23, we expanded our store

leadership programmes, with over

41 team members taking part across

our brands. We grew our SSO Link

Leadership Development Programme,

with over 119 current and aspiring

leaders enrolled in FY23. We invited 450

leaders business-wide to attend high-

performance workshops focused on

unlocking personal and team potential.

Team members are encouraged to take

control of their own learning by making

use of Udemy, our digital learning

platform which offers 204,000 digital

courses across an array of topics.

Ensuring that our team members

understand their role in keeping our

customers, business and each other

safe is important. Anti-corruption

policies have been communicated to

all governance body members and

team members. In the year ended 30

July 2023, 86.3% of SSO team members

and 95.5% of store team members have

completed compliance module training.

Overall, we spent approximately 64,000

hours training our team members in

FY23, equating to 5.8 hours training per

person per year.

Looking after our teams

in 2023

We offer our people a variety of

employee benefits.

At the start of FY23, we supported our

team through COVID-19 with Care Leave

so they could take time off and adhere

to government regulations without

impacting their sick or annual leave

entitlements.

This year, we introduced Here for Good

Leave, giving team members paid

time off to volunteer for groups and

organisations that do good for people,

our communities and the planet. Being

Here for Good is an important part of our

DNA – so we’re proud to offer our team

the opportunity to lend a helping hand.

We’re pleased to see 79 team members

make use of our Parental Leave Policy

this year, which offers 26 weeks full

pay, topping up the Government’s paid

parental leave payments to 100% of a

permanent team member’s salary

or wage.

Full-pay Parental Leave Policy

79 team members utilised

this leave in FY23

26

weeks

of senior leaders

are female

Lost Time Injuries

50.0%

10.9%

The Warehouse Group Integrated Annual Report 20234445Our People

where compliance obligations become
second nature.

To enable this, we embedded our health

and safety system ecoPortal in 2022 and

saw significant improvement in incident

reporting, data tracking and team

member response to safety huddles.

We maintained our tertiary level of

performance under the ACC Accredited

Employers' Partnership Programme,

which is the highest level. We also

reintroduced our store Health and Safety

Champion Programme, recognising

individuals for their active role in keeping

store environments safe.

Critical risk management

An essential part of our HSW strategy is

critical risk management, which monitors

and addresses high-risk activities with

the potential to result in fatality or a

life-altering injury. Our specific focuses

continue to be violent and aggressive

behaviour (VAB) and traffic management,

with their high potential to occur and

result in severe consequences.

By year end, 224 VAB incidents had been

reported, with one incident escalated

to WorkSafe. This increase reflects

improved reporting from our team and

ongoing increase of VAB incidents

across our network and our communities.

To mitigate VAB risks, all store team

members complete annual Situational

Our ongoing wage commitment offers a

minimum of $23.58 an hour to employees

at The Warehouse and Warehouse

Stationery with at least a year’s worth

of service, compared to New Zealand’s

minimum wage of $22.70 an hour. Noel

Leeming sales team members receive a

minimum of $22.70 an hour and $23.50

an hour for non-sales roles, while our

Torpedo7 sales roles receive an entry-

level wage of $22.70. Sales roles in

Torpedo7 and Noel Leeming can earn

commission. Currently, 12.7% of our

employees are covered by collective

agreements.

This year, recruitment slowed as we

navigated a tight talent market. The

average number of days to fill roles was

38 in FY23, up from 33 in FY22. Despite

this, we continued to fill critical roles

across the network and through peak

recruitment. In the second half of the

year, the talent market began to improve,

reducing our average number of days to

fill roles to 32.

We are pleased that our employee

turnover has decreased this year from

28.4% in FY22 to 26.9% in FY23.

Celebrating diversity

and inclusion

In FY23, we worked to empower our

teams to bring our diversity and inclusion

strategy to life by launching four team

member-led community groups: Te Ao

Māori, Pride, Wāhine (women) Advocates

and Neurodiversity. Members are enabled

to drive programmes and initiatives

that are important to them and help

elevate events such as Matariki and

Māori Language Week, International

Women’s Day and Pride Month. We plan

to empower and strengthen these groups

in FY24.

Gender equity remains a core focus and

we’re pleased to achieve 101% gender

pay equity. Female leaders hold 50.0%

of senior leadership roles, up from 46.6%

in FY22, and the Board comprises 50.0%

female directors since August 2022.

Refer to the full Diversity and Inclusion

Report on page 105 for more diversity

and inclusion objectives, initiatives and

metrics.

Health, safety and

wellbeing (HSW)

The health and safety of our people

and customers is top priority, with

conversations, reporting and action plans

spanning every level of the organisation,

from the HSW Board committee, our

Leadership Squad and our teams on the

shop and distribution centres floors.

In FY23, we strengthened and

streamlined our training programmes and

initiatives to increase health and safety

confidence and reduce risk of injury.

This reflects our intention to move from a

culture of compliance to a culture of care,

Incident Management training covering

de-escalation and prevention skills. To

compliment our training, we invested

$1.8 million this year to strengthen store

security measures, particularly within our

Noel Leeming stores.

To improve traffic management practices,

we introduced a new learning programme

across our sites and implemented

consistent reviews and management

processes through ecoPortal. Only one

critical traffic management incident was

reported in FY23, down from 11 in FY22.

Eight other critical risk events (previously

known as Severity 1 events) were reported

this year, significantly down on FY22’s

52 events reported. We’re pleased to see

our Lost Time Injuries reduce by 10.9%.

Similarly, the Lost Time Injury Frequency

Rate (LTIFR) was 13.7, down from 14.2 in

FY22.

In FY23, Total Recordable Injuries (TRI)

increased 21.8% to 470, up from 386

in FY22. The Total Recordable Injury

Frequency Rate (TRIFR) was higher at

32.8 per million hours worked, based on

14.3 million hours, compared to 24.7 per

million hours worked in FY22, based on

15.6 million hours.

This year, same-day injury reporting was

90%, up from 89% in FY22 and on track to

reach our target of 96% by FY25. However,

incidents closed within 10 days dipped to

87% compared to 90% in FY22.

per million hours

worked

(FY22: 24.7)

TRIFR

32.8

We continue

to evolve our

wellbeing

approach

to focus

on holistic

wellbeing for

our teams.

There are no workers who are not

employees controlled by the Group for

which the organisation is responsible.

There were no fatalities in FY23.

Safety assurance reviews

As an ACC Accredited Employer, Safety

Assurance Reviews play an integral

role in managing our hazards and risks,

and ensure best practice and legal

requirements are applied across all our

sites. In FY23, we conducted 113 reviews,

including 11 across our logistics and

fulfilment centre locations for the first

time. These provide both assurance and

valuable insights for us to plan future

improvements and identify areas

of focus.

Wellbeing

We continue to evolve our wellbeing

approach to focus on holistic wellbeing

for our teams. FY23 saw us bring more

structure to our wellbeing strategy

focusing on four key areas: mental,

physical, financial and ways of working.

Across each pillar, we developed

engagement programmes and offered

optional learning opportunities to help

boost team member wellbeing. We

worked closely with our partner Benestar

to offer confidential support to our

team members, including professional

coaching, personal counselling and

access to a self-serve Wellness portal.

Critical risk

events

8

(FY22: 52)

The Warehouse Group Integrated Annual Report 20234647Our People

categories such as grocery, pantry and
chilled items in The Warehouse and smart

home, mobile phones, and appliances in

Noel Leeming.

Gross margin was disappointing in the

first half as the costs of products and

freight were impacted by inflation and

global supply chain disruption. While

striving to continue to deliver value to our

customers by keeping prices as low as

possible, we did not move quickly enough

to manage these costs through our

margin. In the second half we took action

through margin management initiatives to

recover some of this loss while preserving

value on critical items. Overall Group

margin increased from 32.7% in the FY23

half year to 33.4% for the FY23 full year.

Gross profit margin decline in the second

half was 180 basis points versus 200

basis points in the first half. Although an

improvement, this is still down from 35.3%

in FY22, and we continue to put in place

initiatives to recover this.

Operating profit1 was $61.2 million,

down from $116.8 million in FY22.

Lower operating profit for the year

was significantly impacted by the

decrease in gross margin, combined

with increased CODB. While the CODB

increased in dollar terms we were able

to decrease this as a percentage of

sales from 31.8% in FY22 to 31.6% in

FY23. The CODB increased mainly due

to the immediate expensing of key

information systems costs (Software as

a Service) and incremental depreciation

driven by increased capital expenditure

in recent years.

Adjusted net profit after tax (NPAT)

2

was

$37.5 million, compared to $85.5 million

in FY22.

In the second half of the year, the Group

undertook a number of actions including

Our financial capital initiatives

continue to focus on ensuring

financial resilience while

deploying capital to execute

our strategy. Our demand

for capital within the Group

reached a new high in

FY23, with core systems

and investment in our store

network being the largest

areas of investment. This

demand for capital is reducing

as we are through the peak of

this investment.

Our strategy on financial capital focuses

on the following key areas:

• Financial resilience through tough

economic times;

• Preserving gross profit margin while

maximising gross profit;

• Efficient allocation and prioritisation of

capital based on Group strategy and

return metrics; and

• Providing sustainable and long-term

returns to shareholders.

Financial resilience

This has been a challenging year,

operationally and financially, as our

customers face increased cost of living

pressures driven by inflation and interest

rates impacting their disposable income,

while our own cost of doing business

increased. Although we have seen sales

growth in The Warehouse, other brands

faced sales declines as customers

experienced a tightening of their

disposable income. Our margins were put

under pressure as we absorbed increased

costs of product and freight that we did

not pass on to customers.

After a disappointing decline in gross

profit margin and increased CODB in the

first half of the year, margin management

initiatives have improved gross margin

in the second half across all brands. We

made the difficult decision to restructure

areas of the business, particularly in the

Store Support Office, and have carefully

managed store labour. As a result, we

have seen efficiency gains and employee

expenses have remained flat year on year

despite wage pressures.

This pressure on financial performance

has seen us further ration capital

investment. We expect total project

spend for FY24 to be between $70 million

and $80 million.

Financial performance –

preserving gross profit

margin

Total Group revenue was $3.4 billion, up

3.2% from FY22. We are pleased to report

sales growth in FY23 following a decrease

in sales last year, resulting in FY23 sales

returning to FY21 record levels.

While the first half experienced relatively

strong sales growth of 4.8%, the second

half saw softer growth of 1.4% as the

increased cost of living constrained

customers’ discretionary spending.

Driving profitable sales growth has been

challenging in a constrained economic

environment. Category mix has changed

year on year as COVID-19 driven spending

behaviour in categories like office

furniture, bikes and large discretionary

items normalise and move to growth in

FINANCIAL

CAPITAL

Tahua Hautaonga

OPERATING CASH FLOWS

compared to $105.4m in FY22

CAPITAL EXPENDITURE

$107.5m in FY22 after the impact

of Cloud Computing Arrangement

accounting adjustments (SaaS)


$214.2m

$113.2m

down from 35.3% in FY22

GROUP GROSS

PROFIT MARGIN

33.4%

1

Operating Profit excludes the impact of IFRS 16 but includes Cloud Computing Arrangements accounting

adjustments (“SaaS”) which is now taken to the Profit and Loss rather than Balance Sheet capital expenditure.

2

Adjusted NPAT is before unusual items and is a non-GAAP measure. A reconciliation between Adjusted and

Statutory NPAT is located in Note 5 of the financial statements for the year ended 30 July 2023.

FINAL DIVIDEND

No interim dividend was

declared at the FY23 half year


8


cps

a restructuring of our Store Support

Office, integration of TheMarket.com

into the Group’s agile structure and

the closure of the unprofitable 1-day

business. Restructuring costs of $10.9

million ($7.9 million after tax) are made

up of staff redundancy costs, the write-

off 1-day business assets and the costs

connected with the disposal of 1-day

inventory.

Reported NPAT was $29.8 million,

compared to $89.3 million in FY22.

The Warehouse sales increased 9.6%

in FY23 to $1,892 million – the brand's

highest annual sales ever. Following a

very strong first half with 13.2% sales

growth, the second half was softer with

5.7% sales growth. Gross profit margin

declined in the first half to 36.3% but

recovered in the second half to 38.7%,

resulting in a full year Gross profit margin

of 37.4%, compared to 40.3% in FY22.

Gross profit margin was particularly

impacted by freight cost increases,

MarketClub promotional activity and

changes in product mix with sales

growth in lower-margin categories such

as grocery, pantry and chilled, and sales

decline in higher-margin categories such

as home furnishings and apparel.

Warehouse Stationery sales held up

relatively well, declining slightly by 0.4%

to $248.6 million in FY23. While customers

purchased working and learning from

home equipment during COVID-19 in

FY20 and FY21, sales plateaued in FY22

and FY23. FY23 saw sales growth of

1.7% in the first half, while sales declined

2.5% in the second half. Similar to its red

counterpart, gross profit margin declined

in the first half to 45.9% but improved

in the second half to 47.9%, resulting in

a full year gross profit margin of 46.9%,

compared to 47.5% in FY22.

Noel Leeming sales were impacted by

customers’ reduced and redeployed

discretionary income and follows a global

trend of a reduction in sales of big-ticket

items. Sales decreased 3.3% in the year

to $1,061 million; however, this is lapping

very strong years in FY21 and FY22 which

saw an increase in customers purchasing

big-ticket items as they lived, worked and

learnt from home during COVID-19, and

reflects 14.7% sales growth on FY19 (pre-

COVID-19). The Noel Leeming gross profit

margin was also impacted by product mix

with growth in lower-margin categories

such as communication products offset

by decreased sales in higher-margin

categories such as televisions.

While Torpedo7 sales decreased 5.4%

compared to FY22 to $162.2 million,

this brand was most impacted by

customers’ reduced discretionary

income. Comparisons are impacted by

exceptionally strong COVID-19 impacted

sales growth in FY21 and FY22. There has

also been a significant dislocation of the

bike market, Torpedo7’s largest category,

which had a negative effect on gross

profit margin with the current brand and

range mix. As at FY23 we provided for

an inventory impairment of $4.6 million

against Torpedo7 to manage excess

and aged stock. Decreased gross profit

margin, increased COBD, combined with

the inventory impairment, have resulted

in an operating loss for the year of $22.2

million. We have a recovery plan in place

for the business and this will be a major

focus in FY24.

Reported NPAT

down from $89.3m

in FY22

$29.8

m

TOTAL LIQUIDITY

(FY22: $378.8m)

$421.9m

The Warehouse Group Integrated Annual Report 20234849Financial Capital

Cash flow and financial
Position

Operating cash flows were $214.2 million,

an increase of 103.2% with a decrease in

trading earnings before interest, taxes,

depreciation and amortisation(EBITDA)

offset by a material improvement in

working capital due to reduced inventory

and receivables. Other benefits to

operating cash flow include lower taxes

paid in FY23 compared to FY22.

The capitalised portion of Project Spend

amounted to $113.2 million in FY23 (FY22:

$107.5 million). Cash flows in relation to

this investment amounted to $115.1 million

for the year, after adjustments for timing

of cash payments (FY22: $107.5 million).

During the year, we sold the Royal Oak

property which was one of our owned

store sites. The sale proceeds were $30.5

million under a sale-and-lease-back

arrangement with the proceeds being

used to reduce debt.

Dividend payments were lower this

year due to no FY23 interim dividend

declared. Therefore, dividends paid in

FY23 were $35.0 million being the FY22

final dividend of 10.0 cents per share paid

during the year.

The above receipts and payments resulted

in net debt of $48.1 million at FY23 year

end, compared to $41.2 million as at FY22

year end, and a significant improvement

on the net debt of $83.4 million at FY23

half year.

Efficient allocation of capital

During a challenging trading period, we

have invested a significant amount of

capital in addressing our core systems,

store development, Store Support Office

and North Island Distribution Centre

facilities. We are excited about the

efficiencies and operational improvements

these investments will bring to the Group.

We are conscious that we spend capital

on the right initiatives and projects which

will deliver our strategic priorities and

drive shareholder value.

Much of the investment undertaken

in FY23 related to key Software as a

Service (SaaS) projects that are a blend

of capitalised and expensed spend.

The combination of capitalised and

expensed investment is referred to as

Total Project Spend.

Total project expenditure was $154.4

million including capital expenditure,

prepayments, SaaS expenditure and

operating expenditure. This comprised

capitalised project spend of $113.2

million in FY23 (FY22: $107.5 million) and

prepayments of $11.4 million in relation to

SaaS projects in FY23 (FY22: $8.2 million).

In addition to the capitalised portion,

expensed project spend relating to SaaS

projects amounted to $21.9 million and

non-SaaS-related expensed project

spend amounted to $7.9 million in FY23.

Similar to last year, the Group’s major

investments in the year were in core

systems, including the development of

ERP Finance and Inventory (ERPFI) for

which the Finance module was deployed

in FY22. Testing on the final end-to-

end inventory module will continue

through the first half of FY24 with go-live

scheduled for the second half of FY24.

Our core systems investment also

included delivery of our Group Order

Management System, Warehouse

Management System, Master Data

Management, and the implementation of

our new people and HR system, Human

Capital Management (HCM).

Store development continued in FY23,

but at a lesser pace than in FY22. New

stores opened this year included a new

Warkworth retail centre including The

Warehouse, Warehouse Stationery and

Noel Leeming, a new Torpedo7 store in

Botany Auckland, and the relocation

of Torpedo7 Christchurch to a bigger

site. Our Warehouse Stationery SWAS

integration programme continues, with

five new SWAS stores opening during the

year including Lower Hutt, Palmerston

North, Timaru, Warkworth and Hillcrest

(Hamilton) – taking the total number of

SWAS stores to 40.

Capitalised project spend as a

percentage of depreciation and

amortisation was 170% in FY23, compared

to 209% in FY22 (after SaaS adjustment).

As we near the end of many of our large

core system investment projects, capital

expenditure is expected to decrease in

FY24 to be between $60 million to $70

million (after SaaS adjustments), and

total project expenditure will be capped

at $80 million.

Access to capital

To ensure financial resilience and to

maintain our liquidity policy thresholds,

we maintain access to a variety of capital

sources. The Group manages three

primary sources of capital – operating

cash flow, debt and equity.

The Group’s operating cash flow has

increased significantly in FY23 due to

an improvement in working capital, with

operating cash flow of $214.2 million in

FY23, compared to $105.4 million in FY22.

The Warehouse Group has been listed

on the NZX for 29 years, and we were

pleased to be included in the NZX50

index again from May 2022. The last

year has seen a significant decline

in the Group’s share price, driven by

our financial performance against a

backdrop of a weakening macroeconomic

environment, consumers under cost

of living pressures and uncertainty in

outlook. The company share price has

decreased from $3.25 at FY22 to $1.80 at

FY23 year end and a market capitalisation

of $624 million.

During FY23, the Group secured

additional bank facilities of $50 million,

increasing our total facilities to $470

million. Bank facilities include $145 million

of Sustainability Linked Loans which

affirm our commitments and targets

under sustainable packaging, ethical

sourcing, reduction of carbon emissions,

and gender equity.

The Sustainability Linked Loans include

commitments to four key performance

indicators (KPIs), including:

• Sustainable packaging – at least 50% of

private label sales (by $ value) to have

sustainable packaging by 31 July 2025;

• Ethical sourcing – achieve traceability

of all Tier 2 sources for at least 50% of

Tier 1 suppliers by 31 July 2025;

• Greenhouse gas (GHG) emissions –

reduction in annual Scope 1 and Scope

2 GHG emissions by at least 20%

against baseline by 31 July 2025; and

Cash/(Net debt)

-100

-50

0

50

100

FY19

-76.2

-41.2

-48.1

168.1

160.5

FY20FY21FY22FY23

Total liquidity⁴

0

100

200

300

400

500

229.3

498.1

490.5

378.8

421.9

FY19FY20FY21FY22FY23

• Gender pay equity and women in

leadership – achieve at least 100%

gender pay equity and at least 50%

women in senior leadership roles by 31

July 2025.

Ernst & Young Limited have provided

limited assurance over the annual

performance of the KPIs within our

Sustainability Linked Loans, and the

disclosures against these made in this

Annual Report.

Cash on hand of $28.3 million, combined

with committed bank facilities of $470.0

million, less Group borrowings of $76.4

million, provides total liquidity of $421.9

million at FY23 year end, compared to

$378.8 million at FY22 year end. This is

in line with the Group’s Liquidity Policy

target range of between $350 million and

$450 million.

Sustainable and long-term

returns to shareholders

The Group has declared a final dividend

of 8.0 cps for the 2023 financial year. Due

to trading at the time, uncertain outlook

and liquidity below Group policy, no

interim dividend was declared at the FY23

half year.

The Group Total Shareholder Return

(TSR) was down 41.5% in FY23, compared

to 2.5% in FY22, due to a share price

decrease of 44.6% from $3.25 to $1.80

as at 30 July 2023, and the FY22 final

dividend paid during the year with no

FY23 interim dividend declared.

The Group’s TSR compares with the

performance of the market with the

NZX50 gross index growth of 4.8%

in FY23.

The Group measures and monitors return

on invested capital (ROIC) as one of the

key indicators 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 FY23, ROIC was

6.3% (FY22: 9.9%).

$million

FY23

Capex Spend

FY23

Prepayments

FY23

SaaS Spend

FY23

Opex Spend

FY23 Total

Project

Core Systems15.411.216.23.646.4

Store Development26.6--

-

26.6

Other Information Systems20.1-3.72.226.0

Digital and Customer6.9

-

1.81.410.1 

Supply Chain10.9

-

-

-

10.9

Other33.30.20.20.734.4

Total Project Spend113.211.421.97.9154.4

Capital

Expenditure

$113.2m

29.4%

13.6%

23.5%

17.8%

6.1%

9.6%

3

The difference between Capital Expenditure of $113.2 million and Capital Expenditure per Statement of Cash Flows of $115.1 million is due to timing of accruals and creditor payments.

4

Liquidity comprises cash on hand plus committed bank facilities less Group borrowings.

The Warehouse Group Integrated Annual Report 20235051Financial Capital

Forest Stewardship Council (FSC), FSC
Mix or Programme for the Endorsement

of Forest Certification (PEFC) criteria

accounted for $66 million in sales

representing 5,500 products in FY23.

These certifications ensure the forests

at the origin of products within our

stationery, art and craft, furniture

and homeware ranges are managed

sustainably and provide a verified supply

chain.

Our memberships of initiatives like BCI

and The Packaging Forum, along with

certifications such as FSC, OEKO-TEX

®


100, Rainforest Alliance, and the Global

Recycling Standard, help extend our

influence on the origin of raw materials

and give our customers confidence that

their purchases are making a positive

difference.

With our apparel partners, we are looking

at more sustainably-made fabrics.

Key suppliers are already investing in

reducing water and energy use and

waste and investing in rooftop solar to

reduce their carbon footprint. Polyester

is a widely used material in garments

and home décor but has a significant

environmental impact. We are working

with suppliers to increase the use of

recycled polyester recovered from waste

fabrics and plastic bottles, like our puffer

jackets with outer fabric and inner filling

made from recycled polyester, each

equivalent to about 20 plastic bottles.

In FY23, 6,800 products within our

garment ranges were made with recycled

polyester, accounting for $34 million in

sales.

Packaging sustainability

Our customers want products with less

plastic packaging and expect packaging

to be easily recyclable through kerbside

collection.

Building capability

This year, we launched the Tomorrow

Test – a platform that empowers our

team to deliver sustainability outcomes,

big or small. Team members ask, "Does it

pass the tomorrow test?" in everything

they do to challenge, ideate and make

change happen.

The Tomorrow Test has driven the

integration of sustainability into some

team members' remuneration models

and position descriptions. These

team members' annual performance

is now directly assessed against their

contribution to our sustainability metrics.

To help our team members activate the

Tomorrow Test, we have equipped them

with sustainability training, launching

the The Warehouse Group Sustainability

Academy. This training builds our team

members' knowledge, craft and mindset

to achieve our ambitious sustainability

goals.

We continue to focus on the 2040

Sustainable Living Plan targets we

set last year. Our plan is grounded in

four building blocks, which are now our

default way of working as we roll out the

initiatives required to meet the targets

we have set:

Product and

packaging

sustainability

leadership

Improving the sustainability of our

products and packaging is one of

our biggest contributions to making

sustainable living easy and affordable

for everyone.

Our Targets:

• To increase the share of private

label sales

1

from products and

packaging which are more

sustainable or have a circularity

solution to 50% by 2025 and 100%

by 2035; and

• To reduce the Group’s Scope

3 emissions

2

generated by our

suppliers by 50% by 2035 and by

80% by 2040

We have made significant improvements

in product and packaging sustainability

in FY23. We are proud of our team

members and suppliers lifting the bar in

this space through sourcing practices,

improved production methods, material

choices, and reducing plastic waste in

packaging.

Our focus is on our private label products,

where we directly control product

specifications, processes and packaging.

Product sustainability

In FY23, 33% of private label sales in The

Warehouse and Warehouse Stationery

were from products with one or more

sustainable features, up from 22% in FY22.

This represents 46,637 individual product

lines and $343 million in sales.

We are a member of the Better Cotton

Initiative (BCI) – the world's largest

sustainable cotton initiative, operating

in 26 countries globally and accounting

for almost 20% of global cotton

production. In FY23, 81% of our private

label cotton garment and home textile

sales in The Warehouse were linked to our

investments in BCI production technique,

representing 30,000 individual product

items.

Wood and paper products certified to

TARG E TS

OUR 2040 SUSTAINABLE LIVING PLAN

FY23 PROGRESS

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

Become a zero-waste status

organisation by 2025.

Reduce Scope 1 and 2

emissions, aligned to a

1.5-degree trajectory, by

42% by 2030 compared to

our 2020 base year

3

and

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

33% of private label sales were

derived from products with one

or more sustainable material or

production features (FY22: 22%).

13 of the 28 The Warehouse

stores which offer free EV

charging have been upgraded to

25kW DC rapid chargers.

• Soft-plastic recycling:


44 The Warehouse stores recycled 88.1 tonnes

(up 38.7% from FY22).

• e-waste recycling:


33 Noel Leeming and Warehouse Stationery stores

recycled 91.5 tonnes (up 55.3% from FY22).

• Ink and toner recycling:


131 Noel Leeming and Warehouse Stationery

stores collected 10.3 tonnes (up 17.0% from FY22).

• We diverted a total of 198.9 tonnes of post-

consumer waste from landfill disposal in FY23.

43% of our private label sales were derived from

products with packaging that is compostable or

which can be recycled via New Zealand's kerbside

recycling infrastructure or instore (FY22: 22%).

Engaged with our direct suppliers

representing around 80% of private label

orders to start measuring their Scope 1 and

2 emissions (our Scope 3) to set a baseline

of Scope 3 emissions by 2025.

1

Target boundary includes private label products at The Warehouse and Warehouse Stationery.

2

Target boundary includes private label products at The Warehouse and Warehouse Stationery, with planned expansion to other brands, against a baseline yet to be established.

3

FY20 was set as our base year in accordance with our SLL agreement which aligns our Scope 1 and 2 emissions reduction targets to 1.50C degree SBTi criteria.

Diverted 72.9% of operational waste from

landfill in FY23 (FY22: 73.4%).

• Scope 1 and 2 emissions decreased 43.3%

compared to FY22 and decreased 40.4%

compared to our 2020 base year.

• The Group’s light passenger fleet is now 100%

EV (FY22: 98%).

• 41% of our store sites now have 100% LED

lighting (FY22: 32%).

• Sea freight emissions reduced by 1,224.7 tCO2e

(9.8%) compared to FY22 and 3,784.8 tCO2e (25.2%)

compared to FY20 (Scope 3); and

• International airfreight emissions reduced by 333

tCO2e (62.5%) compared to FY22 and 288 tCO2e

(59.1%) compared to FY20 (Scope 3).

Increase the share of private

label sales

1

from more sustainable

products, or products with

circularity solutions to 50% by

2025 and 100% by 2035

Install electric vehicle (EV)

charging stations at all

possible stores by 2030

Enable 2.5 million

customers to

use our waste

recycling or

circular reuse

solutions by 2030

Increase the share of private label

sales

1

from products with more

sustainable packaging to 50% by

2025 and 100% by 2035

To reduce the Group’s Scope

3 emissions

2

generated by our

suppliers by 30% by 2030, 50% by

2035, and by 80% by 2040

Sustainable

living solutions

Circularity

solutions for

customers

Running a

Sustainable

Operation

Increasing the number of more

sustainable products and packaging


and helping our suppliers reduce their

GHG emissions

Product and

packaging

sustainability

leadership

CARING FOR OUR

ENVIRONMENT

Manaaki Taiao

for our people, our customers

and the planet

Our vision is to make sustainable living easy and affordable

for everyone. Increasing product and packaging sustainability

for our customers and reducing our waste and emissions is

no longer a nice to have – it is a must-do for our people, our

customers, and the planet.

The Warehouse Group Integrated Annual Report 20235253Our Environment

Our suppliers continue to innovate to
reduce plastic packaging and improve

transport efficiency by optimising the

spatial characteristics of packaging.

We are exploring an innovative solution

to replace expanded polystyrene that

provides shock protection for consumer

electronics. To remove expanded

polystyrene used for this purpose

completely, we are piloting a solution

using moulded cardboard and a form of

mushroom-based packaging for one of

our TVs.

We have replaced almost all the vinyl

(PVC) satchels used across our bedding,

sheeting and duvet ranges with reusable

cloth bags or recyclable cardboard

bands.

In FY23, 43% of our private label sales

were derived from products with

packaging that is compostable or which

can be recycled via New Zealand's

kerbside recycling infrastructure or

instore, up from 22% in FY22.

Roadmap to measuring

Scope 3 emissions

For retailers globally, it is estimated

that Scope 3 emissions constitute

up to 96% of their overall emissions.

3


These emissions are difficult to measure

and influence as they are outside

our direct control and span complex

interconnected supplier networks and

geographies.

In our Sustainable Living Plan, we have

set an ambitious target to reduce Scope

3 emissions from private label products

at The Warehouse and Warehouse

Stationery by 50% by 2035 and 80%

by 2040, against a baseline yet to

be established. Most of our Scope 3

emissions are linked to the production

of goods in our supply chains, the use

of products by our customers, and their

disposal at the end of the product's life.

As of today, we only report on our

measured Scope 3 emissions generated

from the moment we take ownership of

the products we source. This includes

our freight emissions, transportation

and shipping from the port of ownership

to our distribution centres, stores and

customers, and the emissions generated

from our operational waste. In FY23, our

measured Scope 3 emissions reduced

by 13.4% compared to FY22 and 13.5%

compared to our 2020 base year.

We have continued to engage our

suppliers to deepen our understanding

of Scope 3 emissions and opportunities

to improve our data. We have begun

to expand our private-label supplier

ethical assessment process to capture

their Scope 1 and 2 emissions data (our

Scope 3) and their reduction targets and

initiatives. Refer to Our Relationships

section on page 40 of this report for

further details.

In the coming year, we plan to revisit

the baseline calculation of our overall

Scope 3 footprint across our entire value

chain. The methodologies and emission

factors used to generate these estimates

are continuously evolving. We will re-

examine our earlier work to ensure we

have the most accurate understanding

and deploy our emissions reduction

efforts where they are most impactful.

Our existing Scope 3 targets may also be

updated as a result of this work.

We are working with our shipping

partners to reduce the emissions

generated by the shipping of our

products. For example, we worked with

our sea freight partners to purchase

a fossil-based LNG and biomethane

mix, with a guarantee of origin shipping

fuel. This fuel can reduce the emissions

generated by the transport of sea

shipping containers by 25% of well-to-

wake emissions

4

.

The fuel purchase is attributed to our

shipments CO2e reduction through

declarations that are in accordance with

methodologies from the Clean Cargo

Working Group and ISO standards

14020/14021/14067.

This fuel purchase resulted in 134.1

tonnes tCO2e reduction in emissions. We

plan to expand the use of low-emission

fuels as their cost curve improves.

Sustainable

living solutions

We are establishing a new customer

value proposition around sustainable

living solutions. This area is in its

infancy, with initiatives currently

being developed, and we hope to

provide solutions to reduce our

customers' energy and water usage

and increase customer benefits to

help them live more sustainably.

Our Target:

• To install electric vehicle (EV)

charging stations at all possible

stores by 2030

Today, 28 The Warehouse stores offer

free EV charging, with 13 offering 25kW

DC rapid chargers.

Our sourcing and buying teams

already focus on sourcing and selling

sustainable living products for our

customers, including considering water

and energy efficiency. An example is

working with our suppliers to supply

more water – or energy-efficient, four-

and five-star-rated appliances in Noel

Leeming and The Warehouse.

While customer solutions are unfolding

organically, we need to build a structure

around this building block and build

the data capability and reporting of the

targets associated with these initiatives.

Circularity

solutions for

customers

In addition to reducing and improving

our packaging, we continue to offer

and expand circular solutions for our

customers to help them minimise

waste to landfill.

Our Target:

• To provide waste recycling and

circular solutions in all our stores,

where possible, enabling up to 2.5

million customers to reduce their

own waste by 2030, particularly

from the products we sell

In FY23, we trialled My Recycling Hub

at The Warehouse in Royal Oak. This

pilot programme helped us understand

how we can deliver integrated post-

consumer solutions that encourage

recycling hard-to-recycle items like

apparel, toys, oral care products

and coffee capsules. We collected

significant consumer insights and

data to inform our future circularity

programmes. This initiative highlighted

the need for increased collaboration

with government agencies, local

councils, and industry partners to fulfil

high customer demand and make wider

post-consumer recycling capabilities

successful.

We have continued to expand cost-

effective recycling and circular solutions

offered in our stores, including soft

plastics, e-waste, and ink and toner

recycling.

In FY23, we expanded our e-waste

recycling service to a further 12 Noel

Leeming stores. Our Soft Plastic

Recycling Scheme is now available in 44

The Warehouse stores, with six stores

launching this year, and we are now

offering an ink and toner recycling service

at all Noel Leeming and Warehouse

Stationery stores.

More customers are using our recycling

services, with the average collection

volume per store increasing by 15% from

1.7 tonnes to 2.0 tonnes. We are pleased

to continue the TerraCycle NZ recycling

programme with three The Warehouse

stores collecting hard-to-recycle

products and packaging like toothpaste

tubes and coffee capsules.

Through these post-consumer recycling

initiatives, we diverted 198.9 tonnes

of post-consumer waste from landfill

disposal in FY23.

In July 2020, the Government

announced six 'priority products' to

establish regulated product stewardship

schemes under the Waste Minimisation

Act 2008 (WMA). To ensure these

schemes are convenient, practical

and feasible for New Zealand, we are

participating in the Plastic Packaging

and Expanded Polystyrene Product

Stewardship Schemes design process.

Our engagement involves participating

in steering committees, technical

working groups and government

consultations, and we are co-designing

product packaging regulation, improving

process capability, and incentivising

waste minimisation practice.

Scope 2 emissions (tonnes CO

2

e)

Scope 1 emissions (tonnes CO

2

e)

Measured Scope 3 emissions (tonnes CO

2

e)

THE WAREHOUSE GROUP'S

EMISSIONS REDUCTION

PROGRESS

Emissions factors are sourced from the

Ministry for the Environment 2023

Measuring Emissions Guide.

The Warehouse Group has restated its Scope 2

emissions in FY20 (base year), FY21 and FY22,

to account for the August 2022 MfE revised

emission factors for electricity, which was a

change in methodology. A base year restatement

is required in accordance to our ISO 14064 and

Toitū CarbonReduce certification when an emission

factor change in methodology occurs.

2,6783,0162,799

2,342

10,162

10,98510,699

5,315

24,32624,68524,301

21,033

FY20FY21FY22FY23

SCOPE 3 EMISSIONS

compared to FY22 and reduced

by 13.5% compared to our

2020 base year

33%13.4%

PRIVATE-LABEL SALES

FROM PRODUCTS

WITH SUSTAINABLE

ATTRIBUTES

4.

Well-to-wake emissions include all marine fuel upstream and downstream emissions, including fuel production, delivery and use on board ships.

derived from products with

packaging that is compostable

or which can be recycled via

New Zealand's kerbside recycling

infrastructure or instore

43%

PRIVATE-LABEL SALES

up from 22% in FY22

The Warehouse Group Integrated Annual Report 20235455Our Environment

Running a
sustainable

operation

Reducing our direct carbon emissions

(Scope 1 and 2) is one of the most

important parts of our sustainability

plan. Our ambition is to reach zero

emissions in our operations by 2040 –

without using carbon offsets.

Our Targets

• Reduce Scope 1 and 2 emissions

aligned to a 1.5-degree trajectory,

reducing 42% by 2030 compared

to our 2020 base year and with

a 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.

On the path to sourcing

our electricity from 100%

renewable sources

In September 2023, we have a new

Solar Power Purchase Agreement with

Lodestone Energy, a new developer

and operator of solar electricity farms.

Over 260 The Warehouse Group sites,

including The Warehouse, Warehouse

Stationery, Noel Leeming and Torpedo7

stores, will be 100% powered by solar

energy as early as 2026. We’ll gradually

transition our Aotearoa New Zealand

sites to Lodestone Energy solar farms,

and by the end of December 2026, we

anticipate we’ll have eliminated close

to 100 per cent of all our New Zealand

electricity emissions.

Our partnership with Lodestone will

support the development of additional

renewable generation, supporting

New Zealand's goal to achieve 100%

renewable electricity generation by

2030. Lodestone's electricity provided

to The Warehouse Group will be

certified 100% renewable through the

New Zealand Energy Certificate System

maintained by Certified Energy. The use

of renewable certificates will ensure that

the Group's use of renewable electricity

is reflected in the New Zealand

Electricity Grid Carbon Intensity.

Overview of our carbon

emissions

Total measured emissions (Scope 1, 2

and measured Scope 3) for FY23 was

28,690 tCO2e, compared to 37,799 tCO2e

in FY22, a reduction of 24.1% from FY22,

and a reduction of 22.8% compared to

our 2020 base year.

We have reduced our electricity

consumption by 2.5% compared to FY22

and 6.0% compared to FY20. Scope

1 and 2 emissions decreased 43.3%

compared to FY22 and deceased 40.4%

compared to our FY20 base year.

Our significant reduction in emissions is

primarily due to two reasons. In August

2022, the Ministry for the Environment

(MfE) revised its methodology for

calculating Scope 2 emissions, which

required the Group to backdate

and restate our FY20 base year and

subsequent years. Secondly, the 2023

MfE emission factors were significantly

lower than historical years due to lower

use of fossil fuels and an increase in

renewable energy generation on the

national grid.

Our measured Scope 3 emissions

5


decreased 13.4% compared to FY22

and decreased 13.5% compared to our

2020 base year. This was primarily due

to the Group shipping significantly less

product in FY23, especially in the final

quarter as we normalised our inventory.

Initiatives that have had a specific

impact on the reduction of our

emissions include:

• The Group’s light passenger fleet

is now 100% EV, resulting in the

Group’s total fleet emissions, includ-

ing our light commercial utes, vans

and trucks, decreasing by 27.3 tCO2e

compared to FY22 and 36.8 tCO2e

compared to FY20 (Scope 1 & 3);

• 41% of our store sites now have 100%

LED lighting (up from 32% in FY22)

(Scope 2);

• Sea freight emissions reduced by

1,224.7 tCO2e (9.8%) compared to

FY22 and 3,784.8 tCO2e (25.2%) com-

pared to FY20 (Scope 3); and

• International airfreight emissions

reduced by 333 tCO2e (62.5%)

compared to FY22 and 288 tCO2e

(59.1%) compared to FY20 (Scope 3).


Total emissions (Scope 1, 2, and

measured Scope 3) intensity ratio

decreased from 11.5 total gross GHG

emissions per revenue (tCO2e/$million)

in FY22 to 8.4 in FY23, down 26.7%.

Our base year is FY20 in accordance

with our SLL agreement, which aligns

our Scope 1 and 2 emissions reduction

targets to 1.5°C SBTi criteria.

Emissions reporting

For our FY23 emissions, we have

updated our Toitū Envirocare

(Toitū) certification with the Toitū

CarbonReduce certification. This move

follows our announcement of a new solar

electricity procurement agreement with

Lodestone Energy, allowing the Group to

reduce our Scope 2 emissions to zero by

FY27. From FY24, we will shift our focus

and investments towards accelerating

our Scope 3 emission reductions.

Working with our suppliers, we believe

we will make a significant difference in

lowering our products' impact, emissions

and waste.

We are proud of what we have

achieved since February 2019, when we

became the first retailer in New Zealand

to achieve Toitū Net CarboNZero

certification. Since then, The Warehouse

Group has:

• Invested $1.65 million offsetting

189,812 tonnes of carbon emissions

through our carbon offset partners;

and

• Built the capacity needed to address

our Scope 3 emissions, the most

material and challenging area of

emissions impact for mass retailers.

E-WASTE RECYCLING

SOFT-PLASTIC

RECYCLING

44 The Warehouse stores

recycled 88.1 tonnes of soft-plastic

waste (up 38.7% from FY22),

equivalent to 14.0 million pieces


of soft-plastic waste

INK AND TONER RECYCLING

All ink and toner brands

131 Noel Leeming and

Warehouse Stationery stores

collected 10.3 tonnes,

(up 17.0% from FY22)

equivalent to 36,478 units in FY23

ENERGY CONSUMPTION WITHIN THE ORGANISATION

6

FY23 Energy intensity ratio

7

FY23 Reduction of energy

consumption

7,815.62 GJ / $m of revenue

down from 8,245.62 GJ / $m in FY22

915,747 GJ reduction


(-3.3% compared to FY22)

FY23 consumption

(litres/kWh)

FY23

consumption (GJ)

GJ increase/

(decrease) vs FY22

Diesel509,05719,451,067-3.9%

LPG

170,5944,527,565-3.7%

Petrol – Premium13,919492,461-36.4%

Petrol – Regular 50,6761,782,26423.8%

Scope 1 Fuel

Consumption

744,24626,253,356-3.3%

Electricity

Consumption

86,865,821312,714-2.5%

Scope 2 Electricity

Consumption

86,865,821312,714-2.5%

Total Scope 1 and 2

Energy Consumption

87,610,06726,566,071-3.3%

5

Measured Scope 3 emissions covers product

transportation, business travel and waste services.

6

Includes diesel, LPG, petrol and electricity energy

consumption used within the organisation.

7

Energy intensity ratio includes energy

consumption within the organisation only;


it excludes any Scope 3 energy consumption.

33 Noel Leeming

and Warehouse Stationery stores

recycled 91.5 tonnes of

e-waste (up 55.3% from FY22)

The Warehouse Group Integrated Annual Report 20235657Our Environment

Toitū Envirocare Kaiwhakahaere matua
CEO Teressa Betty says The Warehouse

Group is helping to set an example

for other New Zealand companies by

shifting from a Toitū net carbonzero

certified organisation, to a Toitū

CarbonReduce certified organisation

for FY23.

“The Warehouse Group has been

striving to be a sustainable business

over the years and has now reached

the point in its carbon reduction

journey where it is shifting all its offset

spending to pure reduction initiatives

as these will have the most impact.

It’s great to see the company is also

planning to accelerate its Scope 3

emission reductions, which is a big

challenge.”

Our annual carbon emissions reporting

continues to follow the strictest audit

standards (Toitū CarbonReduce

certification) of our reporting partner,

Toitū. Our reduction targets align 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.

The Group reports to the Carbon

Disclosure Project (CDP). This not-for-

profit runs the global disclosure system

for investors, companies, cities, states

and regions to help them manage

their environmental impacts. CDP

rates companies on themes such as

transparency, risk management, and

initiatives they have in place to reduce

carbon emissions. These scores give

organisations an overall rating from A

(best) to D (worst). The rating highlights

how well the organisation performs

to best practices concerning climate

change.

For our 2022 assessment, our

Group scored a B, putting us in

the 'Management' category for

performance on climate change.

'Management' means the Group is

taking co-ordinated action on climate

issues. The Group's score is higher than

the Oceania regional average of C, as

well as the Global Retail Average and

overall Global Average of C.

We have taken steps this year to

improve our score, and we hope to

improve our score to our 2020 score of

A- in the coming years.

For an in-depth review of performance

against energy and greenhouse gas

emissions, please refer to The Warehouse

Group Emissions Inventory Report

https://www.thewarehousegroup.co.nz/

sustainability/emissions-inventory-report.

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 does occur, ensure it is

diverted from landfill.

The majority of our internal waste is

generated from shipping and freight

packaging which is removed and

disposed of at our distribution centres,

and general use waste in our stores

and Store Support Office (SSO). All

operational waste is generated onsite.

Our waste data is consolidated from

individual reports, provided by our waste

and recycling service providers.

Waste diversion from disposal was

slightly lower in FY23 than the prior year

(72.9%, compared to 73.4%) due to store

refurbishment and SSO construction,

where a large proportion of the

construction waste could not be recycled.

When waste is sent to landfill, we use

landfills with Landfill Gas Recovery

Facilities (LGRF) that capture greenhouse

gas generated from the breakdown of

organic matter to reduce the negative

climate impacts of landfill gas. In FY23,

93.6% (FY22: 89.5%) of landfill waste was

sent to landfills with LGRF.

Our national waste and recycling

service providers supply

comprehensive waste-minimising

solutions in our stores, including

commingled paper and cardboard

recycling. At our SSO, we provide

various recycling services to our

team members, including food waste

services, which diverted 15 tonnes of

compostable organic waste in FY23

(FY22: 13 tonnes).

The Warehouse Group disposed of 1.86

tonnes of hazardous waste in FY23

(FY22: 0.09 tonnes). All hazardous

waste is professionally collected,

transported, treated and disposed of by

our licensed waste service provider.

Future focus areas

In FY24 and beyond, we will continue

our progress to make sustainable living

easy and affordable for everyone. This

includes:

1. Maintaining our progress to embed

sustainability in our business

operations, finance, process,

learning and development, data

systems and governance. We will

continue to review opportunities

and mechanisms to make our carbon

emissions and waste impact tangible

for our teams, customers and broader

stakeholders.

2. Extending the Retail Sector Climate

Risk disclosure we led in FY23 and

deliver the next chapter of The

Warehouse Group's specific Climate-

Operational Waste

Waste

generated

(tonne)

Waste diverted

from landfill

(tonne)

Waste directed

to landfill

(tonne)

General waste3,829-3,829

Paper, cardboard and plastic wrap9,1779,177-

Mixed recycling and other1,0991,099-

Hazardous waste2-2

Total operational waste

14,10710,2763,831

FY23 operational waste diverted

and directed to landfill

72.9%27.1%

related risk disclosure and transition

plan following the new XRB Aotearoa

New Zealand Climate Standards.

3. Accelerate our work to address our

Scope 3 suppliers' emissions, which

will deliver more sustainably sourced

THE GROUP’S LIGHT

PASSENGER FLEET

DIVERTED

OPERATIONAL WASTE

OF POST-CONSUMER

WAST E

100% EV

in FY23

from landfill

(FY22: 73.4%)

from landfill disposal

in FY23

72.9%

and packaged products for our

customers.

4. Continue to make recycling easy for

our customers by making our stores

the go-to destination for free and

convenient post-consumer waste

solutions, and expand our current

e-waste solution availability in FY24.

5. Participate in consultations and

provide advice on policies and actions

that help our sector and country move

towards a more sustainable future.

198.9 tonnes

Diverted

The Warehouse Group Integrated Annual Report 20235859Our Environment

The Warehouse Group Integrated Annual Report 20236061GRI Report
The Warehouse Group has reported in accordance with

the GRI Standards for the period 1 August 2022 to 30 July

2023. We have applied the 2021 GRI reporting principles,

including Accuracy, Balance, Clarity, Comparability,

Completeness, Sustainability Context, Timeliness and

Verifiability when determining what material topics and

disclosures to include in this report.

Determining material topics

In 2021 we undertook an in-depth internal and external

stakeholder mapping exercise, assessment and interview

process. This included groups which our organisation has

a significant impact on, and those stakeholders who have a

high interest in or considerable influence on the success of

our business. These include:

• Retail customers;

• Business customers;

• Employees;

• Suppliers;

• Community partners;

• Shareholders.

This process has informed and developed our list of

material topics in accordance with the requirements under

2021 GRI Standard 3: Material Topics – determining the

impacts of these issues on the business and how the Group

manages these issues.

In 2023 we performed a high-level internal review of the

material topics previously identified to confirm these are

still valid and with a focus on the actual and potential,

GLOBAL REPORTING INITIATIVES (GRI)

MATERIAL TOPICS – ASSESSMENT AND REPORTING

positive and negative impacts these topics have on the

environment, the economy and our people.

This review concluded there have been no significant

changes in the material topics this year. However, we have

consolidated our focus on the most material topics which

have the highest importance to stakeholders, the highest

value at stake and therefore the highest impact on the

environment, economy and our people. This has not changed

our reporting as we already reported on the GRI Standards

applicable to these material topics in prior years.

Our 2023 material topics are:

1. Sustainable products and packaging

2. Supply chain management

3. GHG emissions

4. Waste reduction

5. Responsible and ethical sourcing

6. Employee health, safety and wellbeing

7. Employee engagement, diversity and inclusion

8. Business ethics and human rights.

The Group’s material topics has been approved by the

Environmental and Social Sustainability Committee.

We intend to perform a complete materiality assessment in

FY24 as a combined review of reporting under GRI and the

XRB Aotearoa New Zealand Climate Standards.

The Warehouse Group is active in the New Zealand retail sector.

A GRI sector-specific standard is not yet available for the retail

sector. Refer to pages 110-113 for the GRI Content Index.

GRI REPORT

Material TopicImpact / CommitmentHow we measure

performance

GRI Reporting StandardIntegrated Report

Capital

1. Sustainable products

and packaging

To increase the share of private label

sales from products and packaging which

are more sustainable, or which have a

circularity solution, to 50% by 2025 and

100% by 2035.

• Percentage of private label sales in

The Warehouse and Warehouse

Stationery were derived from products

with one or more sustainable material or

production features;

• Percentage of private label sales were

derived from products with packaging

which can be recycled via New Zealand’s

kerbside recycling infrastructure, or

circularity solutions.

N/AOur Environment

Enable 2.5 million customers to use our

waste recycling or circular reuse solutions

by 2030.

• Number of tonnes of post-consumer

waste recycled.

N/AOur Environment

2. Supply chain management

To build a reliable and sustainable supply

chain network.

• Assessment scores of ethical, labour

and environmental audits;

• Number of new and existing suppliers

screened using environmental audits.

GRI 414-1

GRI 414-2

Our Networks

Our Relationships

Ensure products get from our suppliers,

through our distribution networks, into

store and available for our customers.

• Amount of goods in transit and stock

availability;

• Distribution cost to serve;

• Fulfilment cost to serve.

N/AOur Networks

3. GHG emissions

Reduce Scope 1 and 2 emissions by 42%

by 2030, and zero emissions by 2040.

• Scope 1 and 2 reduction in emissions

year on year and compared to 2020

base year.

GRI 305-1

GRI 305-2

GRI 305-3

GRI 305-4

GRI 305-5

Our Environment

4. Waste reduction

Become a zero-waste status organisation

by 2025.

• Percentage of waste diverted from

landfill year on year.

GRI 306-1

GRI 306-2

GRI 306-3

GRI 306-4

GRI 306-5

Our Environment

5. Responsible and ethical

sourcing

To build a reliable and sustainable supply

chain network.

• Percentage of private label sales

derived from products with one or more

sustainability features;

• Number of new and existing suppliers

screened using environmental audits;

• Supplier audit and results.

GRI 407-1

GRI 408-1

GRI 409-1

GRI 414-1

GRI 414-2

Our Relationships

Our Environment

Ethical Sourcing Policy

Ethical Sourcing Report

Work with suppliers, associations and

initiatives for sustainable sourcing and

materials e.g. BCI, FSC.

Membership of sustainable material

initiatives.

GRI 2.28Our Environment

Corporate Disclosures

Statutory Disclosures

6. Employee health, safety

and wellbeing

Build a strong and effective high-

performance and agile culture that gets

everyone home healthy and safe at the

end of their day.

Critical Risk Management and Safety

Assurance Reviews, including:

• Number of violent and aggressive

behaviour incidents;

• Number of traffic management critical

events;

• Total Severity 1 Frequency Rate (SV1FR);

• Total Recordable Injury Frequency Rate

(TRIFR).

GRI 403-9Our People

7. Employee engagements,

diversity and inclusion

Be the best place to work by creating an

environment of belonging and connection.

• eNPS;

• Promotion of worker health.

N/A

GRI 403-6

Our People

Provide learning pathways and

career development.

• Average training hours per year per

employee;

• Programmes for upgrading employee

skills and transition assistance

programmes.

GRI 404-1

GRI 404-2

Our People

Celebrating diversity and providing equal

opportunities for everyone.

• Percentage of senior leaders who are

female;

• Gender pay equity;

• Rainbow Tick accreditation;

• Diversity, inclusion and wellbeing

initiatives and objectives.

GRI 405-1

GRI 405-2

Our People

Diversity & Inclusion Report

8. Business ethics and

human rights

The Company is committed to fostering

the highest standards of ethical behaviour

and good conduct.

• Adherence to NZX Corporate

Governance Code, Principle 1;

• Compliance with Code of Ethics,

Financial Products Trading Policy, and

Market Disclosure Policy;

• Supplier and factory labour and

environmental audits.

GRI 2.23 – 2.27

GRI 205-2

GRI 205-3

GRI 206-1

GRI 407-1

GRI 408-1

GRI 409-1

Corporate Governance

The Warehouse Group Integrated Annual Report 20236263Financial Statements
62

2023 THE WAREHOUSE GROUP

FINANCIAL

STATEMENTS

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.

These financial statements have been approved for issue by the Board of Directors on 27 September 2023.

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 64

Consolidated statement of comprehensive income 64

Consolidated balance sheet 65

Consolidated statement of cash flows 66

Consolidated statement of changes in equity 67

BASIS OF PREPARATION

1.1 Reporting entity 68

1.2 Compliance statement 68

1.3 Basis of preparation 68

1.4 Changes in accounting policies, interpretations and

agenda decisions 68

1.5 Reporting period 68

1.6 Critical accounting judgements, estimates and assumptions 68

1.7 Non-GAAP financial information 68

FINANCIAL PERFORMANCE

2.0 Segment information 69

2.1 Operating performance 69

2.2 Adjustment for NZ IFRS 16 (Leases) 69

2.3 Torpedo7 impairment considerations 69

3.0 Income and expenses 70

3.1 Other income 70

3.2 Employee expense 70

3.3 Depreciation and amortisation expense 70

3.4 Other operating expenses 70

3.5 Auditors' fees 70

3.6 Net interest expense 70

4.0 Taxation 71

4.1 Taxation - income statement 71

4.2 Taxation - balance sheet current taxation asset/(liability) 71

4.3 Taxation - 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

7.2 Dividends policy reconciliation 73

7.3 Imputation credit account 73

OPERATING ASSETS AND LIABILITIES Page

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 and debt 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

Financial Statements

For the 52 week period ended 30 July 2023

CONTENTS

Joan Withers

Board Chair

27 September 2023

Dean Hamilton

Audit and Risk Committee Chair

27 September 2023

The Warehouse Group Integrated Annual Report 20236465Financial Statements
Consolidated Income Statement

For the 52 week period ended 30 July 2023

Note20232022

$ 000$ 000

Net profit for the period

29,937 87,088

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve

(206)294

Movement in derivative cash flow hedges

(18,510)8,873

Tax relating to movement in hedge reserve

5,183 (2,484)

Other comprehensive income

(13,533)6,683

Total comprehensive income

16,404 93,771

Attributable to:

Shareholders of the parent

16,277 95,994

Minority interest

11.5 127 (2,223)

Total comprehensive income

16,404 93,771

Consolidated Statement of Comprehensive Income

For the 52 week period ended 30 July 2023

Note2023 2022

$ 000$ 000

ASSETS

Current assets

Cash and cash equivalents

11.2 28,330 24,999

Trade and other receivables

8.2 76,274 87,853

Inventories

8.1 493,308 562,313

Derivative financial instruments

12.2 5,208 29,491

Current taxation

4.2 5,038 1,505

Total current assets

608,158 706,161

Non current assets

Trade and other receivables

8.2 20,747 11,664

Property, plant and equipment

9.1 222,289 224,355

Intangible assets

9.2 168,239 151,825

Right of use assets

10.1 661,025 673,278

Investment in associate

- 3,839

Deferred taxation

4.3 88,476 89,227

Total non current assets

1,160,776 1,154,188

Total assets

1,768,934 1,860,349

LIABILITIES

Current liabilities

Borrowings

11.2 76,400 66,150

Trade and other payables

8.3 407,339 480,596

Derivative financial instruments

12.2 7,320 668

Lease liabilities

10.3 98,996 95,849

Provisions

8.4 49,292 49,831

Total current liabilities

639,347 693,094

Non current liabilities

Lease liabilities

10.3 704,162 724,991

Provisions

8.4 22,405 21,165

Total non current liabilities

726,567 746,156

Total liabilities

1,365,914 1,439,250

Net assets

403,020 421,099

EQUITY

Contributed equity

11.3 360,235 360,235

Reserves

11.4 10 12,739

Retained earnings

41,825 48,940

Total equity attributable to shareholders

402,070 421,914

Minority interest

11.5 950 (815)

Total equity

403,020 421,099

Consolidated Balance Sheet

As at 30 July 2023

Note2023 2022

$ 000$ 000

Retail sales

2.1 3,399,112 3,294,332

Cost of retail goods sold

8.1 (2,262,388)(2,129,950)

Gross profit

1,136,724 1,164,382

Other income

3.1 8,585 7,683

Employee expense

3.2 (574,352)(575,361)

Depreciation and amortisation expense

3.3 (162,696)(146,122)

Other operating expenses

3.4 (306,211)(291,812)

Operating profit

2.1 102,050 158,770

Unusual items

5.0 (13,935)-

Earnings before interest and tax

88,115 158,770

Net interest expense

3.6 (44,521)(36,831)

Profit before tax

43,594 121,939

Income tax expense

4.1 (13,657)(34,851)

Net profit for the period

29,937 87,088

Attributable to:

Shareholders of the parent

29,810 89,311

Minority interests

11.5 127 (2,223)

29,937 87,088

Earnings per share attributable to shareholders of the parent

Basic earnings per share

6.0 8.6 cents 25.9 cents

Diluted earnings per share

6.0 8.6 cents 25.9 cents

The Warehouse Group Integrated Annual Report 20236667Financial Statements
Consolidated Statement of Cash Flows

For the 52 week period ended 30 July 2023

Note2023 2022

$ 000 $ 000

Net profit

29,937 87,088

Non cash items

Depreciation and amortisation expense

3.3 162,696 146,122

Right of use asset impairment

10.1 226 -

Share based payment expense

3.2 804 -

COVID-19 landlord rent relief

10.2 - (1,775)

Movement in deferred tax

4.3 5,934 4,239

Total non cash items

169,660 148,586

Items classified as investing or financing activities

Loss on disposal of property, plant and equipment

2,634 1,128

Loss from investment in associate

3,839 661

Gain on lease terminations

2.2 (977)(2,681)

Supplementary dividend tax credit

4.2 223 481

Total investing and financing adjustments

5,719 (411)

Changes in assets and liabilities

Trade and other receivables

2,496 (15,564)

Inventories

69,005 (105,162)

Trade and other payables

(59,802)30,159

Provisions

701 (26,890)

Income tax

(3,533)(12,383)

Total changes in assets and liabilities

8,867 (129,840)

Net cash flows from operating activities

214,183105,423

Note2023 2022

$ 000 $ 000

Cash flows from operating activities

Cash received from customers

3,409,163 3,304,417

Payments to suppliers and employees

(3,139,848)(3,119,707)

Income tax paid4.2

(11,033)(42,514)

Interest paid

(44,099)(36,773)

Net cash flows from operating activities

214,183 105,423

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

30,667 456

Purchase of property, plant and equipment and computer software

(115,088)(107,469)

Purchase of associate

- (4,500)

Purchase of minority interest11.5

(691)( 1,716 )

Net cash flows from investing activities

(85,112)(113,229)

Cash flows from financing activities

Proceeds from borrowings

10,250 66,150

Lease principal repayments

(101,171)(98,264)

Treasury stock dividends received

138 381

Dividends paid to parent shareholders

(34,907)(95,863)

Dividends paid to minority shareholders

(50)(125)

Net cash flows from financing activities

(125,740)(127,721)

Net cash inflow/(outflow)

3,331 (135,527)

Opening cash position

24,999 160,526

Closing cash position

11.2 28,330 24,999

Reconciliation of Operating Cash Flows

For the 52 week period ended 30 July 2023

Consolidated Statement of Changes in Equity

For the 52 week period ended 30 July 2023

Note

Share

Capital

Treasury

Shares

Hedge

Reserves

Foreign

Currency

Translation

Reserve

Employee

Share

Benefits

Reserve

Retained

Earnings

Minority

Interest

Total

Equity

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

For the 52 week period ended 30 July 2023

Balance at the beginning of the period

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

Profit for the period

- - - - - 29,810 127 29,937

Movement in foreign currency translation reserve

- - - (206)- - - (206)

Movement in derivative cash flow hedges

- - (18,510)- - - - (18,510)

Tax relating to movement in hedge reserve

4.3 - - 5 ,18 3 - - - - 5,183

Total comprehensive (loss)/income

- - (13, 327 )(206)- 29,810 127 16,404

Contributions by and distributions to owners

Share rights charged to the income statement

- - - - 804 - - 804

Minority put options exercised

- - - - - (2,379)1,688 (691)

Dividends paid

7.1- - - - - (34,684)(50)(34,734)

Treasury stock dividends received

- - - - - 138 - 138

Balance at the end of the period

365,517 (5,282)(767)(27)804 41,825 950 403,020

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

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- - - - - (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: 11.4) (note: 11.5)

The Warehouse Group Integrated Annual Report 20236869Financial Statements
Percentage Ownership

Name of EntityPrincipal ActivityNote

2023 2022

The Warehouse LimitedRetail

100 100

Torpedo7 LimitedRetail

100 100

TheMarket.Com LimitedOnline marketplace11.5

100 97

Eldamos Investments LimitedProperty

100 100

The Warehouse Nominees LimitedInvestment

100 100

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 30 July 2023

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 30 July 2023

Operating segments

The Group has five retail brands trading in the New Zealand retail sector which include a specialty online marketplace (TheMarket.com). These brands form the basis

of internal reporting used by senior management and the Board of Directors to assess performance and assist with strategy decisions. Brand trading performance

is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ IFRS 16 Leases, and is considered a better measure of underlying

brand performance. Brand assets and liabilities are not distinct following the amalgamation of the Group’s legal entities and are managed and reported to senior

management and the Board of Directors on a consolidated basis.

Customers can purchase product from the four main retail chains either online or through the Group’s physical retail store network. At period end the Group’s

physical store network consists of 88 The Warehouse stores, 66 Warehouse Stationery stores (including 40 stores trading within The Warehouse stores), 67 Noel

Leeming stores and 25 Torpedo7 stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance

products, Torpedo7 sells outdoor and sporting equipment and Warehouse Stationery sells stationery products.

Other Group operations include a property company, a chocolate factory and the residual cost of unallocated support office functions.

2.3 Torpedo7 impairment considerations

Significant judgements and estimates

It has been a challenging year for Torpedo7 and other retail specialists exposed to the bike market, as the sector attempts to reduce an inventory over supply

through discounted sales. The Group believes the outdoor and sporting goods sector will remain challenging for the next two financial years and has developed a

Recovery Plan in response to the expected economic conditions to turn the business around from its current year operating loss of $22.2 million and back into profit

within 3 years.

The Group was mindful that the Torpedo7 trading performance and sector outlook were indicators of potential asset impairment. The Group considered the

merits of the Recovery plan and also looked at alternative scenarios, weighing up the associated risk and likely outcomes of these scenarios. It was concluded that

the Torpedo7 inventory impairment provisions should be increased by $2.9 million to bring the total inventory provision to $4.6 million and that no other assets

should be impaired at this time. The assets held in Torpedo7 at balance date are Inventory – net of provisioning ($56.3 million), Receivables ($4.6 million), Plant and

Equipment ($10.8 million) and Right of Use Assets ($26.3 million).

The impairment calculations have been performed using a fair value less cost of disposal approach and required the Group to make judgements to estimate future

cash flows and likely economic conditions as part of its impairment assessment. The Group considered a wide range of factors including the Group’s financial

budgets, strategic plans, external benchmarks and historical performance to formulate the cash flow projections. The Group also engaged an external expert to

determine an appropriate post tax discount rate (11.1%) and long-term growth rate (2.1%), integral to the valuation of the Torpedo7 cash generating unit. The key

judgements made are sensitive to the Recovery Plan gross margin and revenue recovery assumptions, which, if not executed, might result in future impairment of

the above asset classes.

2.0 SEGMENT INFORMATION

2.1 Operating performance

Retail SalesOperating ProfitRetail Operating Margin

Note2023 2022 2023 2022 2023 2022

$ 000$ 000$ 000 $ 000

The Warehouse

1,892,351 1,726,936 71,596 75,742 3.8% 4.4%

Warehouse Stationery

248,629 249,749 23,004 23,058 9.3% 9.2%

TheMarket.com

33,652 49,954 (22,001)(24,734)

Warehouse segment

2,174,632 2,026,639 72,599 74,066 3.3% 3.7%

Noel Leeming

1,061,026 1,096,744 27,342 53,907 2.6% 4.9%

Torpedo7

162,200 171,474 (22,204)(2,240)-13.7% -1.3%

Other Group operations

8,395 6,866 (16,549)(8,961)

Inter-segment eliminations

(7,141)(7,391)- -

Group

3,399,112 3,294,332 61,188 116,772 1.8% 3.5%

Adjustments for NZ IFRS 16

2.2 40,862 41,998

Operating profit

102,050 158,770

Unusual items

5.0 (13,935)-

Earnings before interest and tax

88,115 158,770

Retail sales

Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for in-store 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 GST.

2.2 Adjustment for NZ IFRS 16 (Leases)

Note2023 2022

$ 000 $ 000

Pre NZ IFRS 16 rent expense

135,889 133,931

Right of use asset amortisation

10.1 (96,004)(94,614)

Gain on lease terminations

977 2,681

Impact on operating profit

2.1 40,862 41,998

Lease liability interest

3.6 (36,199)(36,683)

Impact on net profit before tax (excluding unusual items)

5.0 4,663 5,315

Lease impairments classified as unusual items

5.0 (226)-

Impact on net profit before tax

4,437 5,315

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 have been reclassified to conform with the current year’s presentation.

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.

Group structure

At the commencement of the financial year the Group legally amalgamated Noel Leeming Group Limited with The Warehouse Limited. This amalgamation was

designed to simplify processes by merging the support office functions and combining the balance sheet management of both operations. The amalgamation

did not result in any significant changes to the store operations or branding. In August 2022 the Group also acquired the remaining 3% minority interest in

TheMarket.com for a consideration of $0.7 million.

1.4 Changes in accounting policies, interpretations and agenda decisions

In December 2022 the External Reporting Board published it's Climate-related Disclosures standards. The Group has begun planning how it will prepare for the

necessary climate-related disclosures and what information and external assistance it will require. The Group will be including climate-related disclosures based on

the three new climate standards in the July 2024 Annual Report. The Group intends to specifically review and report on exposure to climate-related risk as required

in the consolidated financial statements for the year ended July 2024.

In May 2023 the International Accounting Standards Board issued amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instrument Disclosures’,

that do not affect recognition or measurement principles, but require the Group to provide specified disclosures regarding its supplier financing arrangements.


The new disclosure requirements will be effective for the Group’s annual July 2025 reporting period. There are no other new or amended standards or

interpretations that become effective on or after balance date that would have a material impact on the Group’s financial statements.

1.5 Reporting period

These financial statements are for the 52 week period 1 August 2022 to 30 July 2023. The comparative period is for the 52 week period 2 August 2021 to

31 July 2022. 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 next occurs in the 2025 financial year.

1.6 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect 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) Lease liabilities and right of use assets (notes 10.1 and 10.2)

(b) Inventories (note 8.1)

(c) Derivative financial instruments (note 12.2)

(d) Torpedo7 impairment considerations (note 2.3)

1.7 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 is detailed in note 5.0.

The Warehouse Group Integrated Annual Report 20237071Financial Statements
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 30 July 2023

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 Taxation – balance sheet

deferred taxation asset

NoteInventoryLeases

Property,

Plant

Equipment

and

Software

Employee

ProvisionsDerivativesOtherTotal

For the 52 week period ended 30 July 2023

$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

10,700 40,149 22,591 15,733 (4,884)4,938 89,227

Charged/(credited) to the income statement

4.1 1,606 (1,094)(4,599)(658)- (1,189)(5,934)

Net charged to other comprehensive income

- - - - 5,183 - 5,183

Closing balance

12,306 39,05517,992 15,075 299 3,74988,476

For the 52 week period ended 31 July 2022

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 22,591 15,733 (4,884)4,938 89,227

4.2 Taxation - balance sheet current taxation asset/(liability)

Note20232022

$ 000 $ 000

Opening balance

1,505 (10,878)

Current year income tax payable

4.1 (7,723)(30,612)

Net taxation paid

11,033 42,514

Supplementary dividend tax credit

223 481

Closing balance

5,038 1,505

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

Note2023 2022

$ 000$ 000

Profit before tax

43,594 121,939

Taxation calculated at 28%

12,206 34,143

Adjusted for the tax effect of:

Non deductible expenditure

302 540

Associate investment

1,075 185

Income tax under/(over) provided in prior year

74 (17)

Income tax expense

13,657 34,851

Income tax expense comprises:

Current year income tax payable

4.2 7,723 30,612

Deferred taxation

4.3 5,934 4,239

Income tax expense

13,657 34,851

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 30 July 2023

3.0 INCOME AND EXPENSES

3.1 Other income

Note2023 2022

$ 000$ 000

COVID-19 landlord rent relief

10.2 - 1,775

COVID-19 Leave support

1,668 -

Tenancy rents received

1,991 2,165

Other

4,926 3,743

Other income

8,585 7,683

3.2 Employee expense

Note2023 2022

$ 000 $ 000

Wages and salaries

561,337 566,174

Directors' fees

936 884

Performance based compensation

11,275 8,303

Equity settled share based payments expense

13.0

804 -

Employee expense

574,352 575,361

3.3 Depreciation and amortisation expense

Note2023 2022

$ 000 $ 000

Property, plant and equipment

9.1 44,863 38,204

Computer software

9.2 21,829 13,304

Right of use assets

10.1

96,004 94,614

Depreciation and amortisation expense

162,696 146,122

3.4 Other operating expenses

2023 2022

$ 000 $ 000

Other operating expenses include:

Bad debt and movement in provision for doubtful debts expense

144 2,467

Loss on disposal of plant and equipment

1,655 1,128

Donations

168 106

Net foreign currency exchange (gain)

(125)(67)

3.5 Auditors’ fees

20232022

$ 000 $ 000

Auditing the Group financial statements

878 711

Reviewing the half year financial statements

120 112

Other non-audit or review services:

- Agreed upon procedures

27 24

- Taxation services 

12 10

- Other services 

41 71

Total fees paid to PricewaterhouseCoopers

1,078 928

3.6 Net interest expense

Note20232022

$ 000 $ 000

Interest on deposits and use of money interest received

(748)(592)

Interest on borrowings

9,070 740

Interest on leases

10.2 36,199 36,683

Net interest expense

44,521 36,831

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.

The Warehouse Group Integrated Annual Report 20237273Financial Statements
Notes to the Financial Statements - Financial Performance

For the 52 week period ended 30 July 2023

7.0 DIVIDENDS

7.1 Dividends paid

2023 2022 2023 2022

$ 000$ 000CENTS PER SHARECENTS PER SHARE

Prior year final dividend

34,684 60,698 10.0 17.5

Interim dividend

- 34,684 - 10.0

Total dividends paid

34,684 95,382 10.0 27.5

7.2 Dividend policy reconciliation

Note2023 2022 2023 2022

$ 000 $ 000 CENTS PER SHARECENTS PER SHARE

Interim dividend

- 34,684 - 10.0

Final dividend (declared after balance date)

27,747 34,684 8.0 10.0

Total dividends declared in respect of the current financial year

27,747 69,368 8.0 20.0

Group adjusted net profit

5.0 37,458 85,484

Pay-out ratio (%)

74.1% 81.1%

7.3 Imputation credit account

2023 2022

$ 000$ 000

Imputation credits at balance date available for future distribution

130,226 132,796

Dividend policy

In a typical year the Group declares two dividends, the first in respect of the half year (interim dividend) and second in respect of the full year result (final

dividend). Dividends are declared 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.

Due to the challenging economic outlook, financial performance remaining uncertain, and currently heightened capital expenditure, the Board decided not to

pay an interim dividend and determined the final dividend based on the full year result for the current year.

In accordance with this policy the Board declared a fully imputed final dividend of 8.0 cents per ordinary share on 27 September 2023 to be paid on 1 December

2023 to all shareholders on the Group's share register at the close of business on 16 November 2023.

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 30 July 2023

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

Note20232022

$ 000$ 000

Net profit attributable to shareholders of the parent

29,810 89,311

Add back: Unusual items

Gain on sale of property

(413) -

Restructuring costs

10,876-

Associate impairment

3,472-

Unusual items

13,935-

Adjustments for NZ IFRS 16

2.2 (4,663) (5,315)

Income tax relating to above items

(1,624) 1,488

Adjusted net profit

37,458 85,484

Earnings per share calculation

Note2023 2022

Net profit attributable to shareholders of the parent ($000s)

29,810 89,311

Adjusted net profit ($000s)

5.0 37,458 85,484

Basic

Weighted average number of ordinary shares (net of treasury shares) on issue (000s)

345,354 345,354

Basic earnings per share (cents)

8.6 25.9

Adjusted basic earnings per share (cents)

10.8 24.8

Diluted

Effect of dilutive potential share rights (000s)

1,684 -

Weighted average number of ordinary shares for the purpose of diluted earnings per share (000s)

347,038 345,354

Diluted earnings per share (cents)

8.6 25.9

Gain on sale of property

The Group sold its Royal Oak store property (Auckland) in July 2023 for $30.5 million as part of a ‘sale and lease back’ arrangement, which realised a gain on sale

of $0.4 million and a reduction in the right of use asset related to the new leases of $0.5 million (refer note 10.1).

Restructuring costs

In response to a decline in profitability due to customers cutting back their spending caused by higher living costs and a deteriorating economy the Group

restructured its operations to lower its cost of doing business. The Group also postponed certain capital expenditure projects and paused recruitment. The

restructure included the integration of TheMarket.com into the Group's Agile structure and closing the 1-day business. The restructure costs represent staff

redundancy costs, the write-off of redundant 1-day business assets and costs connected with the disposal of the 1-day inventory.

Associate impairment

In August 2021 the Group invested $4.5 million to acquire a 26% interest in Zoom Healthcare, a health technology company, with a view that the Group could

potentially, in the future take a controlling interest in the company. Zoom Heathcare has not achieved the anticipated outcomes set by the Group, resulting in

the impairment of the carrying amount of its investment.

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 is similarly

calculated using adjusted net profit as the numerator.

Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. Diluted EPS is calculated by

adjusting the weighted average number of ordinary shares outstanding and earnings to assume conversion of the Group's share rights (refer note 13.0).

The Warehouse Group Integrated Annual Report 20237475Financial Statements
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 30 July 2023

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 provision

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

2023 2022 20232022 2023 2022

$ 000$ 000$ 000$ 000$ 000$ 000

Employee entitlements

43,298 43,305 16,016 14,323 59,314 57,628

Make good provision

1,683 1,660 6,389 6,842 8,072 8,502

Sales return provision

4,311 4,866 - - 4,311 4,866

Provisions

49,292 49,831 22,405 21,165 71,697 70,996

9.1 Property, plant and equipment

Land and BuildingsPlant and EquipmentWork in ProgressTotal

Note20232022202320222023202220232022

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

94,098 93,527 678,732 657,409 47,326 11,389 820,156 762,325

Accumulated depreciation

(16 ,10 9)(15,293)(579,692)(552,413)- - (595,801)(567,706)

Opening carrying amount

77,989 78,234 99,040 104,996 47,326 11,389 224,355 194,619

Additions

- 571 93,620 32,668 (19,001)35,937 74,619 69,176

Disposals

(28,918)- (2,904)(1,236)- - (31,822)(1,236)

Depreciation

3.3 (793)(816)(44,070)(37,388)- - (44,863)(38,204)

Closing carrying amount

48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355

Cost

60,590 94,098 734,908 678,732 28,325 47,326 823,823 820,156

Accumulated depreciation

(12,312)(16,109)(589,222)(579,692)- - (601,534)(595,801)

Closing carrying amount

48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 30 July 2023

8.0 WORKING CAPITAL

8.1 Inventory

2023 2022

$ 000$ 000

Finished goods

448,895 485,486

Inventory provisions

(20,973)(17,244)

Retail stock

427,922 468,242

Goods in transit from overseas

65,386 94,071

Inventory

493,308 562,313

8.2 Trade and other receivables

20232022

$ 000 $ 000

Trade receivables

31,257 35,526

Prepayments

35,755 34,256

Rebate accruals and other debtors

30,009 29,735

Trade and other receivables

97,021 99,517

Less non current prepayments

(20,747)(11,664)

Current trade and other receivables

76,274 87,853

8.3 Trade and other payables

2023 2022

$ 000 $ 000

Local trade creditors and accruals

246,059 280,208

Foreign currency trade creditors

72,668 113,722

Goods in transit creditors

23,941 32,684

Capital expenditure creditors

1,109 2,995

Goods and services tax

16,132 7,475

Reward schemes, lay-bys, Christmas Club deposits and gift vouchers

27,413 22,692

Payroll accruals

20,017 20,820

Trade and other payables

407,339 480,596

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 20237677Financial Statements
Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 30 July 2023

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 last 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 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 4.88% (2022: 4.48%).

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

Note20232022 2023 2022 2023 2022

For the 52 week period ended 30 July 2023

$ 000$ 000$ 000$ 000$ 000$ 000

Opening balance

1,502,650 1,505,137 (829,372)(768,613)673,278 736,524

Foreign exchange movement

(142)95 55 (22)(87)73

Additions

99,416 34,092 - - 99,416 34,092

Depreciation

- - (96,004)(94,614)(96,004)(94,614)

Reassessment of lease terms

10.2 (11,945)(1,075)- - (11,945)(1,075)

Sale and lease back adjustment

5.0 (494)- - - (494)-

Lease impairments

5.0 (226)- - - (226)-

Lease surrenders and terminations

(65,722)(35,599)62,809 33,877 (2,913)(1,722)

Closing balance

1,523,537 1,502,650 (862,512)(829,372)661,025 673,278

10.3 Lease liability maturity analysis

Gross Lease PaymentsInterestCarrying Amount

2023 20222023 2022 2023 2022

As at 30 July 2023

$ 000$ 000$ 000$ 000$ 000$ 000

Within one year

134,934 129,927 (35,938)(34,078)98,996 95,849

One to two years

124,959 120,767 (31,746)(30,241)93,213 90,526

Two to five years

311,774 311,475 (71,811)(70,202)239,963 241,273

Beyond five years

423,847 456,230 (52,861)(63,038)370,986 393,192

Lease liability

995,514 1,018,399 (192,356)(197,559)803,158 820,840

Current lease liability

98,996 95,849

Non current lease liability

704,162 724,991

Lease liability

803,158 820,840

10.2 Lease liabilities

Note

2023 2022

For the 52 week period ended 30 July 2023

$ 000$ 000

Opening balance

820,840 892,191

Foreign exchange movement

(91)75

Additions

99,416 34,092

Interest for the period

3.6 36,199 36,683

Reassessment of lease terms

10.1 (11,945)(1,075)

COVID-19 landlord rent relief

3.1 - (1,775)

Lease repayments

(137,370)(134,947)

Lease surrenders and terminations

(3,891)(4,404)

Closing balance

803,158 820,840

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 30 July 2023

9.2 Intangible assets

GoodwillBrand NamesComputer SoftwareTotal

Note2023202220232022202320222023 2022

$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000

Cost

94,380 94,380 23,523 23,523 113,354 75,371 231,257 193,274

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(34,485)(21,148)(79,432)(66,095)

Opening carrying amount

57,456 57,456 15,500 15,500 78,869 54,223 151,825 127,179

Additions

- - - - 38,584 38,270 38,584 38,270

Disposals

- - - - (341)(320)(341)(320)

Amortisation

3.3 - - - - (21,829)(13,304)(21,829)(13,304)

Closing carrying amount

57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825

Cost

94,380 94,380 23,523 23,523 151,367 113,354 269,270 231,257

Impairment and accumulated amortisation

(36,924)(36,924)(8,023)(8,023)(56,084)(34,485)(101,031)(79,432)

Closing carrying amount

57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825

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 have 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 (excluding cloud computing arrangements)

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

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 goodwill and brand 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 goodwill and brand 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 10.5% (2022: 11.9%). 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

goodwill and brand assets were not impaired.

Impairment testing

Noel LeemingThe Warehouse

2023202220232022

$ 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

Terminal operating margin (%)

4.5 5.3 5.2 5.7

Terminal growth rate (%)

2.1 2.0 2.1 2.0

Pre-tax discount rate (%)

16.5 14.2 14.8 13.1

Post-tax discount rate (%)

11.9 10.2 10.7 9.4

The Warehouse Group Integrated Annual Report 20237879Financial Statements
Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 30 July 2023

11.0 EQUITY

11.2 Bank and debt facilities

2023

2022

$ 000 $ 000

Cash and cash equivalents

28,330 24,999

Borrowings

(76,400)(66,150)

Net debt

(48,070)(41,151)

Committed bank credit facilities

470,000 420,000

Liquidity buffer

421,930 378,849

11.3 Contributed equity

Contributed EquityOrdinary Shares

2023

2022 2023

2022

$ 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

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 30 July 2023

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:

(a) 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;

(b) 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’s liquidity policy is to have a minimum liquidity buffer of $300 million and an optimal range of between $350 million to $450 million.


Sustainability Linked Loans

The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the Loan

Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs is linked to the

achievement of mutually agreed sustainability targets that span a 4 year period. There are four 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.

There were no changes to the Group's contributed equity during the current year and previous year.

11.4 Reserves

Note2023 2022

$ 000 $ 000

Cash flow hedge reserve

(767)12,560

Foreign currency translation reserve

(27)179

Share based payments reserve

13.0 804 -

Reserves

10 12,739

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 reserve

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.

Share based payments reserve

Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan are

measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at grant

date of the share right's are independently determined using an appropriate valuation model that takes into account the terms and conditions upon which

they were granted. (Note 13.0 provides further details regarding the plan and fair value calculations).

This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income statement.

Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury shares allotted to settle

the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated statement of

changes in equity).

11.5 Minority interest

2023 2022

$ 000 $ 000

Opening balance

(815)(2,694)

Net profit/(loss) attributable to minority interest

127 (2,223)

Minority put options exercised

1,688 4,227

Dividends paid to minority shareholders

(50)(125)

Closing balance

950 (815)

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the minority 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.

At balance date minority shareholders held a 50% (2022: 50%) shareholding in ChocolateWorks and in the prior year a 3.0% shareholding in TheMarket.com. In August

2022 the Group acquired the remaining 3.0% minority shareholding in TheMarket.com for a consideration of $691,200 through exercising an existing put option.

The Warehouse Group Integrated Annual Report 20238081Financial Statements
Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 30 July 2023

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 30 July 2023

12.0 FINANCIAL RISK MANAGEMENT

12.2 Derivative financial instruments

2023 2022

$ 000$ 000

Forward exchange contract assets

5,208 29,491

Forward exchange contract liabilities

(7,320)(668)

Derivative financial instruments

(2,112)28,823

Classified as:

Cash flow hedges

(1,066)17,444

Fair value hedges

(1,046)11,379

Derivative financial instruments

(2,112)28,823

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, of 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 hedges

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 hedges

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 30 July 2023

$ 000$ 000$ 000$ 000$ 000

Foreign currency trade creditors

8.3 (72,668)4,756 4,756 (5,814)(5,814)

Derivative financial instruments

Currency forward contracts - cash flow hedges

12.2 (1,066)- (23,071)- 28,207

Currency forward contracts - fair value hedges

12.2 (1,046)(4,720)(4,720)5,770 5,770

Total increase/(decrease)

36 (23,035)(44)28,163

At 31 July 2022

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

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 counter-party 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 counter-parties to have a minimum Standard & Poor’s credit rating of at least A (2022: 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. The 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

• to hedge 50% to 90% of US dollar commitments expected in the next 5 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

2023 2022 2023 2022 2023 2022 2023 2022

$ 000$ 000$ 000$ 000CENTSCENTS%%

Currency forward contracts

Buy US dollars/Sell New Zealand dollars

(2,112)28,823 437,383 397,213 0.61250.6742 74.7 68.9

The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6156 (2022: $0.6290).

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.

Based on forecast projections and historical performance currency contracts designated as cash flow hedges were assumed to be 100% hedge effective.

Liabilities/(assets)

0 - 6 Months7 - 12 MonthsTotal

Note2023 2022 2023 2022 2023 2022

$ 000$ 000$ 000$ 000$ 000$ 000

Trade and other payables

8.3 407,339 480,596 - - 407,339 480,596

Derivatives - gross settled

(currency exchange contracts)

- outflow

12.5 260,005 223,430 177,378 173,783 437,383 397,213

- inflow

(256,490)(244,543)(178,702)(181,254)(435,192)(425,797)

Financial liabilities and derivatives

410,854 459,483 (1,324)(7,471)409,530 452,012

The Warehouse Group Integrated Annual Report 20238283
Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 30 July 2023

13.0 KEY MANAGEMENT

14.0 COMMITMENTS

16.0 RELATED PARTIES

15.0 CONTINGENT LIABILITIES

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 (2022: 9) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

In addition, J W M Journee and R J Tindall each received fees of $6,875 (2022: $13,750) and D R Hamilton a fee of $6,875 (2022: $7,563) in their capacities as

directors of a Group subsidiary company (TheMarket.Com Limited).

Share based compensation

The Group granted share rights as a retention incentive to the CEO and five members of the Group's senior leadership in October 2022 and November 2022

respectively. For each share right the participant is eligible to be issued or transferred, for nil consideration 1 share on the vesting date (together with dividend

equivalents), providing certain non-market performance conditions are met. The participants will be delivered the shares net of tax, with the number of pre-tax

shares to be delivered reduced by the number of shares equal to the participant's PAYE obligation.

Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out 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.

Directors’ fees

2023 2022

$ 000$ 000

J Withers (Chair)

183 177

A J Balfour

119 112

W K Easton (resigned May 2022)

- 75

D R Hamilton

114 111

J W M Journee

104 98

C M Rainsford (appointed August 2022)

84 -

J M Raue

124 116

R E Taulelei

114 104

R J Tindall

94 91

Total

936 884

20232022

$ 000$ 000

Standby letter of credit

17,500 17,500

Bank guarantees provided to landlords and the New Zealand Exchange Limited

315 456

Total contingent liabilities

17,815 17,956

Capital commitments

2023 2022

$ 000 $ 000

Within one year

8,387 17,628

Key management

Note2023 2022

$ 000$ 000

Base salary

7,045 7,157

Retention (cash settled)

3,126 -

Three year performance based compensation (cash settled)

438 1,629

Share based compensation

11.4 804 -

Termination benefits

- 846

Total

11,413 9,632

Tranche 2 Tranche 1

Share rights granted

770,711 1,600,000

Lapsed

(167,546)-

Share rights at balance date

603,165 1,600,000

Date granted

November 2022October 2022

Vesting date

October 2025October 2026

Weighted average cost of equity (%)

8.5 8.9

Average share price at grant date ($)

3.01 3.13

Estimated fair value at grant date ($)

2.93 2.96

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 30 July 2023, 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 30 July 2023;

●●• ●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.

Our firm carries out other services for the Group in the areas of executive remuneration benchmarking, access to the 2022 Executive Reward

report, agreed upon procedures at the Annual Shareholders’ Meeting, agreed upon procedures relating to the calculations of the Negative Pledge

Agreement and 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

The Warehouse Group Integrated Annual Report 20238485
Description of the key audit matterHow our audit addressed the key audit matter

Inventory valuation and costing

The carrying value of the Group's inventory as at 30

July 2023 was $493.3 million (2022: $562.3 million) with

inventory provisions of $21.0 million (2022: $17.2 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. To value inventory,

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 describes the

accounting policy for inventory and the judgements

and estimates applied by management to determine

the inventory provision.

We have updated our understanding of the key processes and controls

surrounding inventory costing and provisioning and assessed the design

and implementation of relevant inventory controls, especially controls over

the cyclical count process.

Our procedures to audit the cost of inventory included the following, on a

sample basis:

●• testing the accuracy of the weighted average cost calculation by

reperforming the calculation; and

●• checking the cost of inventory to supplier and freight invoices and

supplier rebate contracts.

On inventory provisions, our procedures included:

●• observing management's stocktake procedures, throughout the period, at

a sample of selected locations, to confirm existence of inventory and that

aged and clearance items were identified and accounted for;

●• holding discussions with management to understand and corroborate the

assumptions used to estimate inventory provisions;

●• assessing management’s forecast accuracy by comparing management's

retrospective review of inventory provisions in the prior period against

actual inventory write offs in the current period;

●• on a sample basis, testing the net realisable value of finished goods by

comparing the cost to the most recent retail price less the cost to sell,

and that finished goods were valued at the lower of cost or net realisable

value;

●• on a sample basis, inspecting the inventory aging schedules and

checking whether provisions were recorded for aged stock in accordance

with Group policy;

●• performing a reasonableness test of the shrinkage provisions by

comparing the provision against the actual shrinkage for the period;

●• comparing all inventory provisions for each inventory category as a

percentage of the gross carrying amount versus the prior 52 week period,

and understanding the rationale for material or unexpected changes; and

●• considering the appropriateness of disclosures in the financial

statements.

Description of the key audit matterHow our audit addressed the key audit matter

Impairment of Torpedo7 property, plant and

equipment and right-of-use assets

As disclosed in note 2.1 of the financial statements, the

Torpedo7 operating segment incurred an operating

loss of $22.2 million for the 52 week period ended 30

July 2023. The trading performance and sector outlook

(particularly those relating to the bike market) were

identified as indicators of impairment. The total carrying

value of Torpedo7’s property, plant and equipment and

right-of-use (ROU) assets amounted to $10.8 million and

$26.3 million, respectively.

For the purposes of testing property, plant and

equipment and ROU assets for impairment, each

individual store is considered to be a separate cash

generating unit (CGU).

Management performed an impairment assessment

using a fair value less cost of disposal (FVLCD) model.

The Group engaged an external expert to determine

the appropriate post tax discount rate of 11.1% and the

long-term growth rate of 2.1%. Key assumptions, to which

the model is sensitive, are the average revenue recovery

assumption of 4% and the Recovery Plan gross margin

of 43% in the terminal year. The Group concluded that

there is no impairment of property, plant and equipment

and ROU assets. Non-achievement in the Recovery

Plan may result in impairment of these assets.

This is an area of audit focus due to Torpedo7’s

underperformance over recent years and the inherent

judgement in assumptions used in impairment testing.

Further, we consider there is execution risk in the

Recovery Plan due to the underperformance, current

market conditions and the time horizon over which the

recovery is expected to occur.

Our audit procedures included:

●• updating our understanding of the business process applied by

management in preparing the impairment assessment, including the level

at which a CGU is defined;

●• analysing store performance data to identify whether an impairment

indicator existed at period end;

●• in respect of lease reassessments, inspecting a sample of lease

agreements to understand the changes to key terms and conditions and

tracing these through to the adjustments made by management in the

underlying accounting records;

●• agreeing the cash flow projections in the FVLCD impairment assessment

to the Recovery Plan;

●• obtaining an understanding of the strategic and operational initiatives

as set out in the Recovery Plan and, with the assistance of our auditor’s

valuation expert, performing sensitivity analysis over the FVLCD model

to consider which assumptions the model is most sensitive to, and

benchmarking the projected margins with comparable companies’

margins;

●• assessing the appropriateness of the terminal growth and discount rates

used in the FVLCD model;

●• checking the mathematical accuracy of the impairment model by

reperforming the calculation; and

●• considering the appropriateness of the disclosures in the financial

statements.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

The Warehouse Group Integrated Annual Report 20238687
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

Overall Group materiality: $8,497,000, which represents approximately 0.25% of total revenues.

We chose total revenues as the benchmark because, in our view, it is a key financial statement

metric used in assessing the performance of the Group and it is a generally accepted benchmark.

In recent periods we have used a three-period weighted average adjusted profit before tax

measure as the benchmark. We have changed the benchmark in the current period due to the

volatility of the Group's profit. Using revenue as the benchmark for this period results in a similar

overall materiality level to previous periods, which we consider is appropriate.

Full scope audits were performed for two of the five trading entities within the Group based on their

financial significance, which represents approximately 87% 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 two key audit matters, being:

●• Inventory valuation and costing

●• Impairment of Torpedo7 property, plant and equipment and right-of-use assets

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.

Materiality

Group Scoping

Key Audit

Matters

Our audit approach

Overview

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

The Warehouse Group Integrated Annual Report 20238889
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 2023

At The Warehouse Group we are committed to the
highest standards of corporate governance and

ethical conduct.

We believe that these values help to create sustainable long-

term value for our shareholders, build a strong team, improve

the experience we offer our customers and contribute to our

place within the wider community.

This corporate governance statement provides an overview of

the policies and processes that are in place at The Warehouse

Group Limited (the Company) which ensure that the highest

standards of corporate governance are maintained. The

Company notes and supports the updated NZX Corporate

Governance Code dated 1 April 2023 (NZX Code). This

statement 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. The Company’s

constitution, the Board and committee charters, codes and

policies referred to in this statement are available at www.

thewarehousegroup.co.nz/aboutus/corporate-governance.

GOVERNANCE

REPORT

Left to right:

Jeremy O’Brien, Robert Tindall, Antony (Tony) Balfour,

Julia Raue, Rachel Taulelei, Joan Withers,

Dean Hamilton, John Journee and Caroline Rainsford.

90The Warehouse Group Integrated Annual Report 202391Governance Report

Robert (Robbie) 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

director 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, a family investment company,

where his involvement in 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

and the Finn Lowery Foundation.

COMMITTEES

• Disclosure Committee

• Corporate Governance and

Nominations Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• K One W One Limited

• Foundation Services Limited

• The Tindall Foundation

( Trus te e)

• Finn Lowery Foundation

( Trus te e)

John Journee

BCom, CFinstD, MAICD

Independent Non-Executive Director

John has had an extensive retail

career, including 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 held

CEO roles with Noel Leeming and

foodservice distributor Southern

Hospitality.

COMMITTEES

• Audit and Risk Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS


• Farmlands Society

• Colonial Motor Company

Limited

• West Auckland Trust Services

Limited

• Advisory Board Member –

Data Insights Group 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

eight 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.


COMMITTEES

• 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

• MOVE Logistics Group Limited

• Southern Cross Health Trust

( Trus te e)

• Global Women NZ (Trustee)

• New Zealand Rugby Appointments

and Remuneration Committee

(Chair)

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 and Chair of the

Appointments Panel for Fonterra

farmer-elected directors. She 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 co-founder and a director

of On Being Bold Ltd, a group of

senior businesswomen working to

help New Zealand women fulfil their

career potential in tandem with

enjoying a fulfilling personal life.

COMMITTEES

• 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

( Trus te e)

• Origin Energy Limited

• On Being Bold 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 led the

business successfully 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.

COMMITTEES

• Audit and Risk Committee

(Chair)

• Disclosure Committee (Chair)

• Health, Safety and Wellbeing

Committee

• Corporate Governance and

Nomination Committee

OTHER DIRECTORSHIPS

• Fulton Hogan Limited (Chair)

• Auckland International Airport

Limited

• Tappenden Holdings Limited

• Ryman Healthcare Limited

(Chair)

Caroline Rainsford BCom

Independent Non-Executive Director

Caroline is the Country Director

for Google NZ, where she is

responsible for driving the overall

revenue and business strategy

for New Zealand. 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 regions. 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.

COMMITTEES

• Health, Safety and Wellbeing

Committee

• People and Remuneration

Committee

OUR BOARD

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 New

Zealand's 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 co-founder of business

design and brand strategy firm

Oho. Rachel has held a number of

governance roles, with 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 Group Limited and ANZCO

Foods Limited, is a member of the

APEC Business Advisory Council,

acts as an advisor to venture

capital firm Movac and chairs the

Fonterra Sustainability Panel.

COMMITTEES

• Environmental and Social

Sustainability Committee (Chair)

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Wellington Regional Stadium

Trust (Chair)

• Moana NZ (Chair)

• Sealord Group Limited

• ANZCO Foods Limited

• Advisory Board Member

- Movac

• Limited Partner, Movac Fund

5 LP

• New Zealand APEC Business

Advisory Council (Member)

• Fonterra Sustainability

Panel (Chair)

Jeremy O’Brien BCom (Hons)

Future Director

Jeremy is a highly experienced

senior executive who excels in

strategy, sales and marketing, with

significant business experience

across a number of industries

ranging from aviation, financial

services, telecommunications,

food and beverage and media.

He holds the position of General

Manager, Short Haul Airline

at Air New Zealand, where he

is responsible for commercial

and customer delivery across

Air New Zealand’s Tasman and

Pacific Islands network. Prior to

this Jeremy held the position

of General Manager, Brand and

Marketing where he led the group

brand and marketing division for

Air New Zealand comprising global

brand strategy, marketing strategy,

digital marketing, retail marketing,

loyalty marketing, social media,

tourism, regional affairs, cultural

affairs, customer research and in-

house media planning and strategy.

He completed an Accelerated

Development Programme at

the London Business School in

2011 and has a BCom (Hons) in

Marketing from the University of

Otago.

Jeremy joined The Warehouse

Group as a Future Director in April

2023.

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.

COMMITTEES

• People and Remuneration

Committee (Chair)

• Corporate Governance and

Nominations Committee

• Health, Safety and Wellbeing

Committee

• Environmental and Social

Sustainability Committee

OTHER DIRECTORSHIPS

• Les Mills International Limited

• RealNZ Limited

• Pioneer Energy Limited

• Bluelab Limited

• Ravensdown Ventures Limited

FUTURE DIRECTOR

The Warehouse Group Integrated Annual Report 20239293Our Board

The Leadership Squad leverages a 'collective leadership' model, fostering an environment
where cross-functional teams work collaboratively towards achieving a mission. This model

focuses on working together to lead the business in an ever-changing environment, with

most areas of our business having two Leadership Squad co-sponsors.

LEADERSHIP

SQUAD

Nick Grayston

Group Chief Executive Officer

Nick was appointed Chief Executive of the Group

in December 2015. His role focuses on building a

profitable and sustainable business and leading

a high performing team, putting our customers at

the heart of everything that we do. Nick has led

the business through a significant transformational

programme to modernise the Company and

implement the infrastructure necessary to build

a customer-centric ecosystem and make the

company future fit.

As the leader of the Group, Nick works with the

Board and the Leadership Squad to set the business

strategy and drive our core values of think customer,

do good and own it, ensuring that sustainability

is woven into our thinking and planning and The

Warehouse Group is here for good.

Jonathan Oram

Group Chief Financial Officer

Jonathan was appointed Group Chief

Financial Officer in March 2018. He leads

the finance, legal, compliance and risk, and

property functions and co-sponsors the

Business Solutions tribe. Jonathan resigned

from the role of Chief Financial Officer in

July and will leave the business in October.

Tania Benyon

Chief Product Officer

Tania is responsible for sourcing,

merchandise and supply chain, building the

best assortment of products for customers

across our brands and ensuring they are

delivered in the most efficient and timely

fashion. She co-sponsors the Source to

Customer Integrated Supply Chain, Supply

Chain Execution, Nourish and Wellbeing,

Technology, Dress My Family and Sports

and Adventure tribes.

Ian Carter

Chief Store Operations Officer

Ian is responsible for developing and

implementing store strategies that deliver

great in-store experiences for our customers

and team while maximising store sales and

profitability. He co-sponsors the Group

Store Sales, Group Business Operations,

and Nourish and Business Solutions tribes.

Edwin Gear

Chief Information Officer

Edwin is responsible for leading the

information services team, ensuring systems

security and business continuity while

leading technology transformation. He

co-sponsors the Platforms, Productivity and

Development, Group Business Operations,

Source to Customer Integrated Supply

Chain and Supply Chain Execution tribes.

Sarah Kearney

Chief Digital Officer

Sarah was appointed as our Chief Digital

Officer in October 2021. She is responsible

for our customer platforms, e-commerce

channels and loyalty. Sarah co-sponsors

that Group Online Sales, Customer

Engagement, Platforms, Productivity and

Development and Better Living tribes.

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 of our team

members. He co-sponsors the Human

Resources, Agile COE and Executive

Support functions.

Anna Shipley

Chief Corporate Affairs Officer

Anna leads our Corporate Affairs function

and strategic approach, shaping and

sharing the stories that matter most to

our business and team, as well as with

Kiwis across the country. She sponsors the

Corporate Affairs function and co-sponsors

the Better Living tribe, Business Sales and

Partnerships Chapter, and the Customer

Care Chapter.

Jonathan Waecker

Chief Customer and Sales Officer

Jonathan is responsible for maximising

customer experiences and sales within the

Group’s brands, and for attracting, engaging

and retaining customers through marketing,

data and insights, customer experience,

store operations and eCommerce

activities, leading brand strategy, engaging

customers and driving sales across the

Group’s portfolio of brands. He also co-

sponsors the Group Store Sales, Customer

Engagement, and Technology tribes as well

as the Sustainability and Corporate Affairs

functions.

Simon West

Chief Commercial Officer

Simon focuses on driving revenue and

profitability across the Group, working to

optimise margin and revenue management

performance and ensuring it is consistent and

connected across our brands. He co-sponsors

the Sports and Adventure, Dress My Family

and Group Online Sales tribes.

Our Leadership Squad sets business strategy and empowers

our teams to deliver for our customers.

Left to right:

Rear: Edwin Gear, Richard Parker,

Nick Grayston, Ian Carter, Anna Shipley.

Front: Jonathan Waecker, Jonathan Oram,

Sarah Kearney, Tania Benyon, Simon West.

The Warehouse Group Integrated Annual Report 20239495Leadership Squad

This governance statement was approved by the Board on 27 September 2023 and
is current as at that date.

Principle 1 – ETHICAL STANDARDS

“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 decision-making and day-to-day behaviour.

Code of Ethics

The Company’s Code of Ethics sets out the standards of conduct expected of

everyone working at The Warehouse Group, including Directors, team members,

contractors and any other person engaged by the Company. Anchored in the

Company’s vision of “Helping Kiwis Live Better Every Day” and purpose “to make

sustainable living easy and affordable for everyone”, the Code of Ethics sets out

the principles that guide decision-making and sets expectations of the conduct

that is consistent with the Company’s values and behaviours, business goals and

legal obligations. An introduction to the Code of Ethics forms part of the induction

and training process of new employees.

The Company has an external hotline and web address (managed by an

independent third party), which any employee can contact confidentially if they

wish to report any misconduct or other concerning behaviour at The Warehouse

Group, including breaches of the Code of Ethics.

The Code of Ethics also outlines the potential consequences of, and internal

reporting procedures for, any breaches. Sanctions for breaches may include serious

disciplinary action, removal from office and dismissal, to the extent permitted by

law and as appropriate given the specific circumstances.

The Code of Ethics is available in the Corporate Governance section of the

Company's 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, team members and other associated persons. The policy and timing

of black-out periods is set out in the Financial Products Trading Policy, which is

available in the Corporate Governance section of our website.

Principle 2 – BOARD COMPOSITION AND

PERFORMANCE

“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 of the Company, 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 stakeholders that are

critical to our success, including shareholders, employees, customers, suppliers and

communities, as determined by the Company and the Board.

The Board Charter, which is available in the Corporate Governance section of the

Company's website, sets out how the Board will achieve its purpose. The Charter

is reviewed at least every two years and it was last reviewed and approved in

September 2022. The Board’s responsibilities, as described in the Charter, are set

out in the adjacent table.

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 99.

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 is reasonably practicable, a safe

and healthy working environment is provided and

maintained for all employees, customers, contractors

and visitors; and

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.

Board responsibilities

97The Warehouse Group Integrated Annual Report 202396Governance Report

The Board

The Board comprises eight Directors: Joan Withers (Chair), Tony Balfour, Dean

Hamilton, John Journee, Caroline Rainsford, Julia Raue, Rachel Taulelei and

Robbie Tindall. Director profiles are available on pages 92 and 93.

Chair

Joan Withers is the chair of The Warehouse Group Board. She was first

appointed in 2016, and she is an independent, non-executive director whose

responsibilities include:

CORPORATE GOVERNANCE

• 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 that the Board Chair must not

also be 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 responsibility for

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 which will ensure that

any candidate it puts forward will enable the Board to:

• Fulfil its responsibilities;

• Represent a variety of skills, expertise and experience (including

commercial and/or industry experience and diversity of background and

thought); and

• Competently address accounting, finance and legal matters.

The terms and conditions of appointment are set out in a letter of appointment

that 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 Company’s

website.

The Company indemnifies and provides insurance to Directors in accordance

with the Companies Act 1993, for certain claims that may be brought against

them as directors.

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

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.

Director Independence and Conflicts

The factors that the Board considers when determining the independence

of a Director, including the requirements of the NZX Listing Rules, are set

out in full in the Board Charter. The Board assesses the independence of

each Director on their appointment and at least annually thereafter.

Of the Board’s eight Directors, Joan Withers (Chair), Tony Balfour, Dean

Hamilton, John Journee, Caroline Rainsford, Julia Raue and Rachel Taulelei

are considered to be independent non-executive directors. The Board

acknowledges the length of tenure as directors of Tony Balfour and John

Journee, 11 years and 10 years, respectively. The Board considers that Tony

and John each continue to bring an independent view to all discussions

relating to the Company. In addition, new Directors were appointed in each

of 2020, 2021 and 2022, and the Board considers that the retention of the

institutional knowledge held by Tony and John remains valuable to the

Board. Robbie Tindall is not considered to be independent, by virtue of his

association with various shareholdings in the Company.

The Board is conscious of its obligation to ensure that Directors avoid conflicts

of interest between their duty to the Company and their own interests. Where

potential conflicts of interest arise then the Director must disclose their interest.

Directors and team members are required to minimise any potential conflicts, in

accordance with the Company’s Code of Ethics.

Board Structure, Skills and Composition

The Board comprises Directors with a mix of qualifications, skills and experience

appropriate to the Company’s existing operations and strategic direction. A

comprehensive matrix of director skills is set out below, and qualifications and

experience of individual directors are detailed on pages 92 and 93.

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

Jeremy O’Brien as a Future Director in April 2023.

Takeover Protocols

The Company has takeover protocols in place that meet the requirements

of the NZX Code.

The Warehouse Group Integrated Annual Report 20239899Governance Report
Name of DirectorOriginally AppointedLast Reappointed/Elected

Joan Withers23 September 201625 November 2022

Julia Raue23 September 201625 November 2022

Antony (Tony) Balfour15 October 201226 November 2021

John Journee17 October 201326 November 2021

Dean Hamilton20 April 202027 November 2020

Robert (Robbie) Tindall

27 November 202027 November 202027 November 202027 November 2020

Rachel Taulelei12 February 2021

26 November 202126 November 2021

Caroline Rainsford30 August 2022

25 November 202225 November 2022

Board Evaluation

The Chair, with the assistance of appropriate external advisors, regularly

assesses the performance of individual directors, while directors also assess the

collective performance of the Board and the performance of the Chair. Formal,

external facilitated evaluations are conducted regularly, with one undertaken in

2023.

Board Tenure

The Constitution provides that the minimum size of the Board shall not at

any time be fewer 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. New

Directors were appointed to the Board in 2020, 2021 and 2022, and the Board

considers that it has an appropriate balance of tenure.

0-3 years

4-6 years

7+ years

Director Tenure

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 a majority of non-executive, independent

directors.

Current members:

• Tony Balfour (Chair)

• Joan Withers

• Robbie Tindall

• Rachel Taulelei

• Caroline Rainsford

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 among it's members,

who collectively provides the diversity of thought and

judgement required.

Comprised 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.

Comprised the Board Chair, Chair of the Audit and

Risk Committee, Group Chief Executive Officer, Chief

Financial Officer, Disclosure Officer and any other

director appointed by the Board as a member.

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 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 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 a majority of independent directors and the

Group Chief Executive Officer.

Current members:

• Rachel Taulelei (Chair)

• Tony Balfour

• Julia Raue

• John Journee

• Joan Withers

• Group CEO

At least four times

each year

Principle 3 - 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 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.

CORPORATE GOVERNANCE

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

13643444

Joan Withers

13643444

Tony Balfour

124331

1

3

John Journee

13532

1

4

Dean Hamilton

136344

Caroline Rainsford

2

1323

2

1

1

1

1

Julia Raue

12643

Rachel Taulelei

13421

1

4

Robbie Tindall

134344

1

Non-committee member in attendance

2

Appointed to the Board on 30 August 2022 and the People and Remuneration Committee in November 2022.

BOARD MEETINGS AND ATTENDANCE

The table below outlines the number of meetings of the Board and Board committees during the year ended 30 July 2023 and director attendance at these meetings

Principle 4 – 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 that its securities are valued fairly.

Market Disclosure Policy

The Board has a Market Disclosure Policy that 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.

Publication of Key Governance Documents

The Company publishes its Code of Ethics, Board and Committee Charters,

Director Letter of Appointment and key Company policies in the Corporate

Governance section of its website, thewarehousegroup.co.nz.

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 Group

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 30 July 2023, and that operational results are in accordance with

relevant accounting standards.

Non-financial Reporting

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,

and material environmental, economic and social risks are outlined in its

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.

Principle 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and

reasonable.”

The Company’s remuneration philosophy, policy and details regarding Director and

executive remuneration (including remuneration components and performance

criteria) are discussed on the following pages.

Group Remuneration Philosophy

The Group’s Remuneration Policy supports its objective to attract, retain and

motivate high-calibre diverse team members to achieve the Company’s business

objectives and create shareholder value.

The Group’s Remuneration Policy is guided by the principles that remuneration

practice should:

• Be clearly aligned with the Group’s vision, values and corporate strategy;

• Support the attraction, retention and engagement of team members;

• Appropriately reflect market practice and conditions;

• Recognise individual performance and competency; and

• Recognise team and company performance and the creation of shareholder value.

Leadership Squad Remuneration

The Chief Executive Officer and direct reports to the Chief Executive Officer

(Leadership Squad or LS) have their remuneration reviewed annually by the

People and Remuneration Committee. From time to time third-party remuneration

consultants are also used to benchmark total remuneration packages of the LS

against a peer group of companies. The People and Remuneration Committee

recommends to the Board for approval any proposed changes. The remuneration of

the LS is made up of the following components:

• Fixed annual base salary;

• Short-term incentives based on the Group’s financial targets and individual

performance targets; and

• Long-term incentives based on Total Shareholder Return with cost of equity

plus 1% being used as the performance measure over a three-year period.

The individual objectives of each LS member that impact their fixed base salary

and short-term incentives are tied to a variety of matters, including impact on

team members and customers. These metrics are assessed using measures such as

eNPS and perfect shopping trip scores. LS members are also eligible to receive an

employer KiwiSaver contribution of up to a maximum of 3% of gross taxable earnings

if they belong to the KiwiSaver scheme.

Short-Term Incentives

The Group’s short-term incentive scheme (STI) for the Leadership Squad is designed

to link at-risk incentive payments to the achievement of the Group’s desired financial

outcomes and to recognise participants’ individual contribution to the Group's

success. The targets are reviewed and set each year. In FY23, Group Earnings

before interest and taxes (EBIT) was set as the financial measure, to ensure that the

company linked its planned top-line growth to incentive payments. The financial

component was weighted at a total of 70% of the total on-target incentive. For the

individual component, each participant was set a number of objectives and key

results, and the individual performance was weighted at a total of 30% of the total

on-target incentive. The STI on-target dollar value for each LS participant ranges

from 40% to 50% of base salary. The maximum payment under the STI scheme is

reviewed and set each year and this year was 120% of the on-target dollar value.

The Warehouse Group Integrated Annual Report 2023100101Governance Report
Board/Committee NamePositionFees (Per Annum)

Board of Directors

Chair


$182,600

1

Member $87,000

Audit and Risk Committee

Chair $27,500

Member $10,000

People and Remuneration Committee

Chair $25,000

Member $6,600

Health, Safety and Wellbeing Committee

Chair $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

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 does not receive additional fees for membership of Board committees.

DIRECTOR REMUNERATION FY23

Director Remuneration

Name of Director

Board

Fees

1

Audit

and Risk

Committee

1

People and

Remuneration

Committee

1

Corporate

Governance

and Nominations

Committee

Disclosure

Committee

Health, Safety

and Wellbeing

Committee

1

Environmental

and Social

Sustainability

Committee

5

Shares

and Other

Payments

or Benefits

Total


Individual

Remuneration

Joan Withers

(Chair)

$182,600

(Chair)

-

(member)

-

(member)

-

(Chair)

-

(member)

-

(member)

-

(member)

- $182,600

Tony Balfour $87,000 -

$25,000


(Chair)

-

(member)

-

-

(member)

$6,600

(member)

- $118,600

John Journee

1

$87,000

$10,000

(member)

--

-


(member)

$6,600

(member)

- $103,600

Dean Hamilton

2

$87,000

$27,500


(Chair)

-

(member)

-

(Chair)

-

(member)

-- $114,500

Caroline

Rainsford

3


$80,117

$4,400


(member)

- -

-


(member)

- $84,517

Julia Raue $87,000

$10,000


(member)

--

$20,000


(Chair)

1

$6,600

(member)

-$123,600

Rachel Taulelei $87,000

$6,600


(member)

- -

-

(member)

$20,000

(Chair)

-$113,600

Robbie Tindall

4

$87,000 -

$6,600

(member)

-

(member)

-

(member)

-

(member)

--$93,600

1

John Journee received an additional fee of $6,785 as a director of subsidiary company TheMarket.com Limited from 1 August 2022 to 1 March 2023.

2

Dean Hamilton received an additional fee of $6,785 as a director of subsidiary company TheMarket.com Limited from 1 August 2022 to 1 March 2023.

3

Caroline Rainsford was appointed as a Director on 30 August 2022 and a member of the People and Remuneration Committee in November 2022.

4

Robbie Tindall received an additional fee of $6,785 as a director of subsidiary company TheMarket.com Limited from 1 August 2022 to 1 March 2023.

The fees paid to non-executive directors for services in their capacity as Directors during the year ended 30 July 2023, totalling $934,617, were paid as set out below.

Long-Term Incentives

Members of the Leadership Squad are eligible to participate in the Group’s

long-term incentive (LTI) scheme. The objectives of the LTI scheme are to:

• Provide an award to eligible LS members who are considered to be key

to the future success of the Group as an incentive in order to retain the

services of those eligible LS members in the future;

• Provide an award to eligible LS members as a retention strategy;

• Ensure the long-term incentives of the eligible LS members are more

closely aligned with Shareholder outcomes; and

• Recognise and reward the future performance of eligible LS members

and their contribution to the future success of the Group by providing

an award to those eligible LS members.

The current scheme is a cash-settled scheme and the performance target

is absolute TSR against the Group’s cost of equity plus 1% over a three-year

performance period. The LTI on-target dollar value for each LS participant is 40%

of base salary and the Chief Executive Officer’s is 50% of base salary. Payment

under the scheme is capped and that cap is reviewed each year. The current cap

is 150% of the on-target dollar value. The Group’s long-term incentive scheme

has clawback provisions enabling the Group to clawback awards that have

vested in the event of certain types of activity including fraud, dishonesty, and

material financial misstatements.

DIRECTORS' REMUNERATION

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).

0%

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.

0%

Long-Term Incentive

(LTI) for the 3 years

FY20-FY22.

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% or greater

of target achieved, increasing to a maximum of 150% for

achievement of 125% and above.

128%

Base PackagePay for Performance

Salary

Ta xab l e

BenefitsSubtotalSTILTISubtotal

Total

Remuneration

Nick Grayston1,588811,6691899351,1242,793

YearGroup CEOTotal Earnings Paid BaseTaxable BenefitsSTISTI as % of MaximumLTI

2023Nick Grayston2,7931,5888118920%935

2022Nick Grayston3,5681,51310387797%1,075

2021Nick Grayston2,3781,46169--848

2020Nick Grayston2,8621,46197--1,304

2019Nick Grayston1,9721,4356647148%-

REMUNERATION REPORT

1. CEO remuneration 2023 ($ 000s)

2. 5 year summary of CEO remuneration ($ 000s)

3. Breakdown of CEO pay for performance (2023)

Explanation of the above items

1. The 2023 Long Term Incentive (LTI) value above relates to the FY20 – FY22 LTI scheme but was paid in FY23. The performance targets for


the FY21-FY23 LTI and FY23 STI schemes were not achieved and accordingly no payments will be paid in FY24 under either scheme.

2. The STI payment is a discretionary STI payment and the first of two discretionary STI payments as the FY22 STI target was not achieved.


The second deferred discretionary STI payment of $567,183 will be paid in FY24.

3. The actual remuneration paid includes holiday pay paid as per New Zealand legislation.

4. Taxable benefits are the value of employer KiwiSaver contributions.

5. Five year summary

of Total Shareholder

Return performance

4. CEO retention incentive arrangement

In FY23 the Group awarded the CEO 1.6 million share rights in The Warehouse Group Limited as part of a long-term retention incentive arrangement. For each

share right, the CEO is eligible to be issued or transferred, for nil cash consideration and before tax, one fully paid ordinary share on 1 October 2026 (together

with dividend equivalents).

The issuing or transferring of the ordinary shares is subject to the CEO remaining employed by the Group through to 1 October 2026, unless otherwise agreed

with the Board, meeting certain performance criteria determined by the Board, and subject to the CEO developing potential internal successors by August

2024 that are approved by the Chair.

-40%

-20%

0%

20%

40%

60%

80%

20.2%

74.9%

-6.1%

2.5%

-41.5%

FY19FY21FY22

FY23

FY20

CORPORATE GOVERNANCE

The Warehouse Group Integrated Annual Report 2023102103Governance Report
Year Invited% of SalarySettlementPerformance PeriodMeasure

FY2050%Cash

August 2019 to July

2022

Three-year Group Adjusted NPAT achieved calculated as a percentage of the budgeted Group

Adjusted NPAT.

FY2150%Cash

August 2020 to July

2023

Absolute TSR against the Company’s cost of equity plus 1% over a three-year performance

period

FY2250%Cash/Shares

August 2021 to July

2024

Absolute TSR against the Company’s cost of equity plus 1% over a three-year performance

period

FY2350%Cash

August 2022 to July

2025

Absolute TSR against the Company’s cost of equity plus 1% over a three-year performance

period

FY2450%Cash

August 2023 to July

2026

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 DiscretionThe Board of Directors exercised discretion with regard to the CEO’s FY22 STI as set out in the notes in section 2 above.

3. OmissionsNo information has been omitted relating to CEO remuneration.

4. Any Other ItemsThere are no other items payable to the CEO that have not been 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 remains at $1.588 million for the financial year. STI is 50% of base salary for on-target performance and the maximum payment is

120% of the STI target dollar value. The gate for payment is 90% of 2024 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.

TSR measure ensures Management's long-term incentives (LTIs) are more closely aligned to shareholder outcomes. The maximum payment under the FY22

to FY24 LTI schemes is 150% of the LTI target dollar amount.

The ratio of CEO total remuneration to the median The Warehouse Group employee total remuneration paid in FY23 is 57:1. This ratio reflects the fact that

approximately 80% of The Warehouse Group’s 11,000 team members are employed in its stores and distribution centres and are paid retail market rates for

those roles.

The CEO's total remuneration decreased by 22% while the median employee remuneration increased 4% in FY23, resulting in a compensation ratio of -6:1,


being the ratio of percentage decrease in CEO total compensation to the increase in median total compensation for all employees.

REMUNERATION REPORT (CONTINUED)

6. Potential CEO remuneration (2024)

BASEON TARGETAT MAXIMUM

4000

3000

3500

1000

1500

500

2000

2500

0

100%

LTI

STI

BASE

Base Package 2024Pay for Performance at Target 2024

$ 000Salary

Taxable


BenefitsSubtotalSTILTISubtotalTotal Remuneration

Nick Grayston1,588481,6367947941,5883,224

7. Scheme investments awarded to CEO

8. Additional disclosures

50%

25%

25%

25%

32%

43%

Remuneration

($ 000)

Number of

Team Members

100 - 110132

110 - 120103

120 - 130100

130 - 14081

140 - 15081

150 - 16050

160 - 17024

170 - 18047

180 - 19041

190 - 20016

200 - 21013

210 - 22019

220 - 23013

230 - 2406

240 - 2508

250 - 2605

Remuneration

($ 000)

Number of

Team Members

260 - 2704

270 - 2806

280 - 2906

290 - 3001

300 - 3104

310 - 3204

320 - 3301

330 - 3407

340 - 3501

350 - 3601

360 - 3702

370 - 3802

390 - 4003

400 - 410

1

410 - 4203

420 - 4301

Remuneration

($ 000)

Number of

Team Members

430 - 4401

440 - 4501

590 - 6001

620 - 6301

670 - 6801

680 - 6901

730 - 7401

770 - 7801

890 - 9001

1,030 - 1,0401

1,070 - 1,0801

1,100 - 1,1101

1,120 - 1,1301

2,790 - 2,8001

TEAM MEMBERS’ REMUNERATION

Grouped below 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 period 1 August 2022 to 30 July 2023.

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.

Principle 6 – 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 Company faces and how they are managed is

set out on page 30.

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 matters are set

out on pages 46 and 47.

Principle 7 – 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 to ensure its

policies and practices are consistent with 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 must comply with all relevant ethical requirements and

professional standards regarding independence;

• 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 all 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 the Company’s shareholders at the 2004

Annual Shareholders’ 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 2023 Financial Statements, has been invited to

attend this year’s Annual Shareholders’ Meeting and will be available

CORPORATE GOVERNANCE

The Warehouse Group Integrated Annual Report 2023104105Governance Report
to answer questions about the conduct of the audit, preparation and content

of the auditor’s report, accounting policies adopted by the Company 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 that 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 teams.

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 Management, review of the business process model of the Company

and consideration of strategic risks relevant to the Company. The programme

also considers risks 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.

Principle 8 – 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 that allows

investors to make informed assessments of the Company’s value and

prospects. Investor communication is governed by the Company’s 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. Annual Shareholders' Meetings, analyst and

investor briefings and roadshows provide an important opportunity for this

dialogue. Shareholders have the opportunity to also 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 the Company’s governance charters

and policies.

Annual Shareholders' Meeting (ASM)

The ASM provides an opportunity for Directors, the Group CEO,

the Leadership Squad, 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. The 2022 ASM was

held as a hybrid meeting (being a combination of the physical meeting

as well as a virtual online meeting) on 25 November 2022. The Notice of

Meeting was published on 26 October 2022. The 2023 ASM will be held

on 24 November 2023.

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

online.

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, the Company's share registrar.

Shareholders are encouraged 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

Diversity, Inclusion and Wellbeing initiatives

Objective: Develop and celebrate our diversity

We continue to build our diversity, equity and inclusion across the business

through the implementation of our Diversity and Inclusion (D&I) strategy. This

is supported by regular D&I surveying of our teams including a D&I specific

questionnaire sent to all team members in October 2022. Moving forward, this

will be embedded as part of our quarterly engagement survey cycle.

Key achievements in FY23 include:

• Launched four team member-led community groups: Te Ao Māori, Pride,

Wāhine (women) Advocates and Neurodiversity. These groups meet regularly

and are supported by executive co-sponsors to discuss actions and initiatives

that bring to life each of these pillars;

• Held celebrations for our team members including Matariki, Māori Language

Week, International Women’s Day and Pride Month (including attendance at

Big Gay Out in Auckland);

• Rainbow Tick accreditation: Rainbow Tick Accredited since 2019;

• Supporting women: 70 team members graduated from the Lean In

programme, which aims to offer women peer-to-peer mentoring and support

networks;

• Māori competence: 28 senior leaders graduated from the Te Kaa programme,

Age representation

Board

Executives

Direct report to executive team

Other

Total (106 were non-disclosed)

AREA OF FOCUSGENDER

ObjectiveImprove representation of women at senior levels of the business

Target

2022

2023

50% of senior

leadership roles

held by women

Female representation by

role

Female  MaleOther/Not

disclosed

Total % of

Female

Female  MaleOther/Not

disclosed

Total % of

female

Board   3 4 - 7 42.9% 4 4 - 8 50.0%

Executives   2 8 - 10 20.0% 3 7 - 10 30.0%

Direct report to executive

team  

25 23 - 48 52.1% 25 21 - 46 54.3%

Total Leadership 27 31 - 58 46.6% 28 28 - 56 50.0%

Other 6,360 4,782 198 11,340 56.1% 5,992 4,602 185 10,779 55.6%

Total employees

(excluding Board)

6,387 4,813 198 11,398 56.0% 6,020 4,630 185 10,835 55.6%

Female representation by

employee status

Female  MaleOther/Not

disclosed

Total % of

female

PermanentNot disclosed in 2022 5,045 3,835 138 9,018 55.9%

Fixed term 91 91 12 194 46.9%

Casual 884 704 35 1,623 54.5%

Female representation by

full/part time employment

Female  MaleOther/Not

disclosed

Total % of

female

Full timeNot disclosed in 2022 2,971 2,698 70 5,739 51.8%

Part time 2,165 1,228 80 3,473 62.3%

Casual 884 704 35 1,623 54.5%

100% Gender

pay equity

(undisclosed

gender data is

not included)

Category Number of employees in each

category

Median

pay

ratio 

Gender

pay

gap 

Number of employees

in each category

Median pay ratio Gender

pay gap 

Group - Total 11,200100%0%10,650101% -1% 

Leadership 5890%10%5689% 11% 

SSO - Agile1,00399%1%93799%1%

SSO - Other51579%21%27777%23%

Stores 8,668103%-3%8,554100% 0%

Distribution Centres956100%0%82698% 2%

AREA OF FOCUSAGE

20222023

Under 30

years old 

30-50


years old

Over 50


years old

# % # % # %

- -  3 38% 5 63%

- -  4 40%  6 60%

- -  30 65%  16 35%

5,094 47%  3,581 33%  1,998 18%

5,094 47% 3,618 33% 2,025 19%

Under 30

years old 

30-50


years old

Over 50


years old

# % # % # %

- -  3 38% 5 63%

- -  4 40%  6 60%

- -  31 65%  17 35%

5,468 48%  3,75033%  2,018 18%

5,468 48% 3,787 33% 2,046 18%

which aims to develop foundational knowledge about Māori culture and

customs when leading teams and the business;

• Neurodiversity: Partnered with Brain Badge to offer a series of workshops on

types of neurodiversity and different ways of thinking.

Objective: Support team member wellbeing

Continued to support team members through physical, mental and financial

ways of working and wellbeing intiatives including offering confidential

coaching, counselling and wellbeing support through Benestar. Initiatives

included Auckland Round the Bays, Wellbeing Week, White Ribbon Day,

Gumboot Friday and Pink Shirt Day.

Objective: Continue to support our people through inclusive

policies and benefits

Our specific people policies include:

• Gender Transition Policy: 10 days paid leave;

• Family Violence Policy: 15 days paid leave and three free nights’

accommodation;

• Parental Leave Policy: 26 weeks full pay (government payment topped up),

Ease Back to Work and Be There for Partners leave; and

• Lifestyle Leave and Career Break options are available to team members

looking to spend more time with family, progress personal goals or travel.

CELEBRATING DIVERSITY AND INCLUSION

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 30 July 2023 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 below.

The Group strives to create a workplace where our people can bring their whole

selves to work. Not only is this the right thing to do for our team members,

we also believe that a diverse team and an inclusive workplace leads to more

innovation, better decision-making, more opportunities for all our people and

the communities in which we operate, and better performance outcomes for the

Company. That is why we’re committed to continuously identifying ways we can

improve diversity and inclusivity.

CORPORATE GOVERNANCE

The Warehouse Group Integrated Annual Report 2023106107Statutory Disclosures
SHARE DEALINGS BY DIRECTORS

During the financial 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 30 JULY 2023

At 30 July 2023 the following Directors, or entities related to them, held interests in Company shares:

Beneficial

Interest

Beneficial

Interest

Non-beneficial

Interest

Non-beneficial

Interest

Related

Party

Related

Party

202320222023202220232022

D Hamilton 3,5001,493,0571,493,057

J Journee 172,000172,000

J Raue 15,00015,000

R J Tindall 4,8004,80093,721,18493,721,184

J Withers105,41980,4191,493,0571,493,057

A Balfour13,0121,015,8751,015,875

Share Transaction

Date of


Transaction

Number of


Ordinary Shares

Acquired/

(Disposed)Consideration

J Withers 3 October 202210,000

On market purchase of shares at an

average price of $3.07 per share

J Withers29 March 202315,000

On market purchase of shares at an

average price of $1.90 per share

A Balfour4 October 202213,012

On market purchase of shares at an

average price of $3.07 per share

D Hamilton7 October 20223,500

On market purchase of shares at an

average price of $3.24 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 6,891,171 1.99

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD 6,646,443 1.92

BNP Paribas Nominees (NZ) Limited - NZCSD 4,671,554 1.35

Stephen Robert Tindall & John Richard Avery & Brian Mayo-Smith (SR Tindall Family Account)3,778,149 1.09

Robert George Tindall & Stephen Robert Tindall & Pupuke Trustee Limited3,455,103 1.00

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD2,944,385 0.85

Custodial Services Limited 2,731,022 0.79

Citibank Nominees (New Zealand) Limited - NZCSD 2,461,237 0.71

Forsyth Barr Custodians Limited2,194,432 0.63

HSBC Nominees (New Zealand) Limited - NZCSD 1,843,591 0.53

Accident Compensation Corporation - NZCSD 1,477,302 0.43

FNZ Custodians Limited1,298,965 0.37

TEA Custodians Limited Client Property Trust Account - NZCSD 1,228,223 0.35

Simplicity Nominees Limited - NZCSD1,171,384 0.34

The Warehouse Management Trustee Company Limited1,015,875 0.29

Hobson Wealth Custodian Limited 988,422 0.28

Stephen Robert Tindall & John Richard Avery & Brian Mayo-Smith (Merani Account)752,798 0.22

282, 491,58881.45

Note: New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 30 July 2023 total

holdings in NZCSD were 23,857,927 or 6.88% of shares on issue.

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 30 JULY 2023

DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of The Warehouse Group Limited

pursuant to section 140(2) of the Companies Act 1993 during FY23 and as at 30 July 2023.

DirectorEntityInterest

Joan WithersANZ Bank New Zealand Limited

On Being Bold Limited

Sky Network Television Limited

Appointments Panel Fonterra farmer-elected directors

Sweet Louise Foundation

Origin Energy Limited

Director

Director

Director

Member, appointed Chair

Trustee

Director

Antony BalfourLes Mills International Limited

RealNZ Limited

BLIS Technologies Limited

Pioneer Energy Limited

Bluelab Limited

Ravensdown Ventures Limited

Director

Director

Ceased to be a director

Director

Appointed as a director

Appointed as a director

John JourneeFarmlands Society

Colonial Motor Company Limited

CMC Workplace Savings Scheme Trustee Limited

Vanishing Point Limited

Quantiful Limited

West Auckland Trust Services Limited

Data Insights Group Limited

Director

Director

Director

Director

Ceased to be advisory board member

Director, appointed Deputy Chair

Appointed as an advisory board member

Dean HamiltonFulton Hogan Limited

Auckland International Airport Limited

Tappenden Holdings Limited

Ryman Healthcare Limited

Chair

Director

Director

Appointed director and Chair

Caroline RainsfordGoogle New ZealandCountry Director New Zealand

Julia RaueJade Software Corporation Limited

Southern Cross Healthcare Limited

Southern Cross Health Trust

Southern Cross Medical Care Society

Southern Cross Pet Insurance Limited

Southern Cross Benefits Limited

Rowdy Consulting Limited

NZ Rugby Appointments and Remuneration Committee

Global Women

Auckland Rugby Appointments Committee

MOVe Logistics Group Limited

MOVe Investments Limited

Director

Director

Trustee

Director

Ceased to be a director

Director

Director

Chair

Trustee

Ceased to be a member

Appointed as a director

Appointed as a director

Rachel TauleleiAPEC Business Advisory Council

Wellington Regional Stadium Trust

Movac

Movac Fund 5 LP

RLaw Limited

Oho 2021 Limited

ANZCO Foods Limited

Aotearoa Fisheries Limited t/a Moana New Zealand

Pupuri Taonga Limited

Kura Limited

Sealord Group Limited

Katihiku Trust

AFL Investments Limited

CWBG Limited

Fonterra Sustainability Panel

Member

Chair

Advisory Board Member

Limited Partner

Director

Director

Director

Director and Chair

Director

Director

Director

Trustee

Director

Director

Appointed as Chair

Robert TindallThe Tindall Foundation

Finn Lowery Foundation

Foundation Services Limited

K One W One Limited

K One W One (No.2) Limited

K One W One (No.3) Limited

K One W One (No.4) Limited

K One W One (No.5) Limited

K One W One (No.6) Limited

Trustee

Trustee

Director

Director

Director

Director

Director

Director

Appointed as a director

STATUTORY DISCLOSURES

The Warehouse Group Integrated Annual Report 2023108109Statutory Disclosures
Size of ShareholdingNumber of Shareholders PercentageNumber of Shares Percentage

1 - 1,000 4,27741.17%2,255,314 0.65%

1,001 - 5,000 3,77436.33%9,908,272 2.86%

5,001 - 10,000 1,13710.94%8,731,2412.52%

10,001 - 100,0001,10510.64%27,584,957 7.95%

100,000 and over 960.92%298,363,336 86.02%

10,389100% 346,843,120 100%

Geographic Distribution

Auckland and Northland4,00738.57%287,589,468 82.92%

Waikato and Central North Island 2,10720.28%13,381,8493.86%

Lower North Island and Wellington 1,45914.04%22,360,0806.45%

Canterbury, Marlborough and Westland 1,29512.47%8,189,236 2.36%

Otago and Southland 6085.85%6,238,485 1.79%

Australia 7707.41%8,435,356 2.43%

Other Overseas 1431.38%648,646 0.19%

10,389100% 346,843,120 100%

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 JULY 2023

Relevant Interest (Ordinary Shares)Date of Notice

James Pascoe Limited69,333,94010 May 2018

Sir Stephen Tindall93,687,09619 March 2004

The Tindall Foundation73,920,49619 March 2004

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 July 2023, the substantial product holders in the

Company and their relevant interests are noted below:

CompanyDirectors

1-Day Liquor LimitedJ Oram 

Bond and Bond LimitedB Moors, J Oram 

Boye Developments LimitedJ Oram

Chocolateworks NZ LimitedN Craig (R), A Razey, H Vetsch (R), K McKenzie, J Andersen, C Cole, J Hempstead

Eldamos Investments LimitedB Moors, J Oram

Eldamos Nominees LimitedJ Oram

Farran (Nine) LimitedK Gardiner, G Helsby, G Lane, J Oram

Lincoln West LimitedK Gardiner, G Helsby, G Lane, J Oram

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedB Moors, J Oram

Noel Leeming Furniture LimitedB Moors, J Oram

Noel Leeming LimitedB Moors, J Oram

The Book Depot LimitedJ Oram

TheMarket.com LimitedN Grayston, J Oram, J Journee (R), R Tindall (R), D Hamilton (R)

The Warehouse Card LimitedJ Oram

The Warehouse Group Support Services LimitedJ Oram

The Warehouse Investments LimitedJ Oram

The Warehouse LimitedN Grayston, J Oram

The Warehouse Management Trustee Company LimitedJ Withers, A Balfour, D Hamilton

The Warehouse Management Trustee Company No.2 LimitedJ Withers, A Balfour, D Hamilton

The Warehouse Nominees LimitedB Moors, J Oram

The Warehouse Planit Trustees LimitedJ Withers

The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer

TWGI Operations LimitedJ Oram

Torpedo7 LimitedS West, J Oram

TWGA Pty LtdI McGill, B Moors, J Oram

CompanyDirectors

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 30 July 2023. Those who retired during the year are indicated with an (R).

TW House Sourcing Private Limited (India)K Kramer, T Benyon, M Anderton, C Srinivasan

TWL Australia Pty LimitedI McGill, B Moors, J Oram

TWP No.1 LimitedJ Oram

TWP No.4 LimitedB Moors, J Oram

TWP No.5 LimitedB Moors, J Oram

Warehouse Stationery LimitedB Moors

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 30 July

2023 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 $168,000 (2022: $106,000) 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 NZX 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 2023 the Board declared a fully imputed final dividend of

8.0 cents per share, bringing the total dividend for the year to 8.0 cents per

share. The dividends will be fully imputed and will be paid on 1 December

2023 to all shareholders on the share register at the close of business on


16 November 2023.

AUDITOR

PricewaterhouseCoopers has continued to act as auditor of the Company

and has undertaken the audit of the financial statements for the year

ended 30 July 2023.

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 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.

Dividends20232022202120202019

Interim -10.013.00.09.0

Special--5.0--

Final8.010.017.50.08.0

Total8.020.035.50.017.0

InitiativesAssociations

Environmental

Climate Leaders Coalition 2022 Statement

Toitū CarbonReduce

Low Emissions Transport 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

The Packaging Forum

Chapter Zero New Zealand

Human Resource

and People

P-TECH

Reimaging Industry to Support Equality (RISE)

Tupu Toa

HRNZ

ServiceIQ

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)

Other

Vocational Education with Services Workforce Development Council (WDC)

Vocational Education training through Te Pukenga

MBIE - Future of Work

Retail NZ

Tertiary Education Commission / WDC

Te Pukenga

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 is a member.

Holders of each class of equity security as at 30 July 2023

Class of equity security

Number of

Holders

Number of


Shares or Rights

Ordinary shares10,389346,843,120

SUBSIDIARY COMPANY DIRECTORS contd

The Warehouse Group Integrated Annual Report 2023110111GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 2: GENERAL DISCLOSURES 2021

2-1Organisation details

Directory

Financial Statements, Note 1.1

Store Map

117

68

14

2-2

Entities included in the organisation’s sustainability

reporting

Financial Statements, Note 1.1

68

2-3Reporting period, frequency and contact point

GRI Report

Financial Statements, Note 1.1

Directory

60

68

117

2-4Restatements of information

The Warehouse Group has restated its Scope 2 emissions in FY20 (base year), FY21 and

FY22, to account for the August 2022 MfE revised emission factors for electricity, which was

a change in methodology. E&Y have not provided assurance over the restated emissions for

prior years.

2-5External assurance

GRI Report

E&Y Limited Assurance Report

60

114-115

Toitū Envirocare have verified our GHG inventory and provided reasonable assurance in

accordance with ISO 14064-3:2019.

2-6Activities, value chain and other business relationships

GRI Report

Our Brands

Our Networks

Our Customers

Our Relationships

60

16-25

32-35

36-38

40-42

2-7EmployeesDiversity and Inclusion Report

105

2-8Workers who are not employees An insignificant portion of the Group's activities is performed by workers who are not

employees or who are seasonal workers. Employees through our supply chain are addressed

through this GRI2: Disclosures 2-6.

2-9Governance structure and composition

Our Board

Governance Report

92-93

96-100

2-10Nomination and selection of the highest governance body

Governance Report –

Board Composition and Performance

96-97

2-11Chair of the highest governance body

Governance Report –

Board Composition and Performance

96-97

2-12

Role of the highest governance body in overseeing the

management of impacts

Governance Report

ESS Committee Charter

Page 92-93, 96-98

www.thewarehousegroup.

co.nz/about-us/corporate-

governance

2-13Delegation of responsibility for managing impacts

Leadership Squad

Governance Report – Board Committees

94-95

98

2-14

Role of the highest governance body in sustainability

reporting

Governance Report – Board Committees

ESS Committee Charter

98

www.thewarehousegroup.

co.nz/about-us/corporate-

governance

2-15Conflicts of interest

Governance Report – Director Independence and conflicts

Statutory Disclosures

97

106-108

2-16Communication of critical concerns

Risk & Materiality

Our People

Governance Report – Ethical Standards, Risk Management

30-31

47

96,103

2-17Collective knowledge of the highest governance body

Governance Report – Board Skills Matrix97

The The Warehouse Group's Sustainability team provides regular updates on how sustainable

development impact the Group’s development and risks. During the year, KPMG presented on

the XRB climate risk scenarios to the

Environmental and Social Sustainability Committee.

2-18

Evaluation of the performance of the highest governance

body

Governance Report96-98

2-19Remuneration policiesRemuneration Report99-103

2-20Process to determine remunerationRemuneration Report99-103

GENERAL DISCLOSURESGENERAL DISCLOSURES contd

2-21Annual compensation ratioRemuneration Report102

2-22Statement of sustainable development strategyOur Environment52-59

2-23Policy commitmentswww.thewarehousegroup.co.nz/about-us/corporate-governance

2-24Embedding policy commitments

Governance Report – Ethical Standards, Reporting and

Disclosure, Risk Management.

Diversity and Inclusion Report

96, 99,

103,

105

2-25Processes to remediate negative impacts

Risk and Materiality

Governance Report – Risk Management

30-31

103

2-26Mechanisms for seeking advice and raising concernsGovernance Report – Ethical Standards96

2-27Compliance with laws and regulations

Group subsidiary TheMarket.com Limited, trading as 1-day, pleaded guilty to eight

representative charges under section 10 of the Fair Trading Act 1986, relating to website

representations about the amount of time available to purchase items on the website and the

quantity of stock available to purchase. It was fined $840,000 in September 2022.

2-28Membership associationsInitiatives and Associations109

2-29Approach to stakeholder engagementsOur Relationships40-42

2-30Collective bargaining agreementsOur People46

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 3: MATERIAL TOPICS 2021

3-1Process to determine material topicsGRI Report

60

3-2List of material topicsGRI Report

60

3-3Management of material topicsGRI Report

61

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 205: ANTI-CORRUPTION 2016

3-3Management of material topics

GRI Report

Risk and Materiality

Our People

Governance Report – Ethical Standards

61

30-31

44-47

96

205-2

Communication and training about anti-corruption policies

and procedures

Our People

Our Relationships

45

40-42

Communication and training provided to employees is not available by employee level but is

provided between SSO and store team members.

205-3Confirmed incidents of corruption and actions taken

Seven supplier bribery attempts were bought to our attention in FY23 with consequential

escalation and penalties issued. We are not aware of any other bribery incidents.

GRI 206: ANTI-COMPETITIVE BEHAVIOUR 2016

3-3Management of material topics

GRI Report

Risk and Materiality

Governance Report – Ethical Standards

Governance Report – Risk Management

61

30-31

96

103

206-1

Legal 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.

MATERIAL TOPICS

TOPIC DISCLOSURES

Economic

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 2: GENERAL DISCLOSURES 2021

GRI CONTENT INDEX

The Warehouse Group Integrated Annual Report 2023112113GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 302: ENERGY 2016

3-3Management of material topics

GRI Report

Integrated Report

Governance Report –

ESS Committee

61

28-29

98

302-1Energy consumption within the organisationOur Environment

57

302-3Energy intensityOur Environment

57

302-4

Reduction of energy consumptionOur Environment

57

For further information, please refer to https://www.thewarehousegroup.co.nz/sustainability/emissions-inventory-report

GRI 305: EMISSIONS 2016

3-3Management of material topics

GRI Report

Integrated Report

Financial Capital - Sustainability Linked Loan

Governance Report –

ESS Committee

61

28-29

51

98

305-1

Direct (scope 1) GHG emissionsOur Environment54, 56, 58

305-2

Energy indirect (Scope 2) GHG emissionsOur Environment54, 56, 58

305-3

Other indirect (Scope 3) GHG emissionsOur Environment54, 56, 58

305-4

GHG emissions intensityOur Environment56

305-5

Reduction of GHG emissionsOur Environment56

For further information, please refer to https://www.thewarehousegroup.co.nz/sustainability/emissions-inventory-report

GRI 306: WASTE 2020

3-3Management of material topics

GRI Report

Integrated Report

Governance Report – ESS Committee

61

28-29

98

306-1Waste generation and significant waste-related impactsOur Environment 58

306-2Management of significant waste-related impactsOur Environment 58

306-3Waste generatedOur Environment 58

306-4Waste diverted from disposalOur Environment 58

Offsite waste is not reported because all operational waste is generated onsite.

306-5Waste directed to disposalOur Environment 58

Offsite waste is not reported because all operational waste is generated onsite.

A breakdown of waste directed to disposal by incineration with and without energy

recovery is not reported because we do not receive this information from our waste

management suppliers.

GRI 307: ENVIRONMENTAL COMPLIANCE 2016

3-3Management of material topics

GRI Report

Integrated Report

Governance Report – ESS

Committee

61

28-29

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.

308-1

New suppliers that were screened using environmental

criteria

Our Relationships

Our Environment

40-42

54

308-2

Negative environmental impacts in the supply chain and

actions taken

Our Relationships

Our Environment

40-42

54

For further infromation, please refer to The Warehouse Group Ethical Sourcing Report: https://www.thewarehousegroup.co.nz/sustainability/responsible-sourcing

Standard DisclosureSection in this Annual ReportPage in this Annual Report

GRI 403: OCCUPATIONAL HEALTH AND SAFETY (2018)

3-3Management of material topics

GRI Report

Governance Report – Board Committees:

Health, Safety and Wellbeing Committee

61

98

403-6Promotion of worker health

Our People, Looking after our teams in 2023

Our People, Wellbeing

45-46

47

403-9Work-related injuries

Our People, Health, Safety, and Wellbeing

Chair’s Report

46-47

7

GRI 404: TRAINING AND EDUCATION (2016)

3-3Management of material topics

GRI Report

Our People

61

44-47

404-1

Average hours of training per year per employeeOur People45

404-2

Programs for upgrading employee skills and transition

assistance programmes

Our People44-45

GRI 405: DIVERSITY AND EQUAL OPPORTUNITY (2016)

3-3Management of material topics

GRI Report

Our People

Governance Report – Board Committees:

People and Remuneration Committee

Environmental and Social Sustainability Committee

61

44-47

98

98

405-1Diversity of governance bodies and employeesDiversity and Inclusion Report105

405-2Ratio of basic salary and remuneration of women to menDiversity and Inclusion Report105

GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING (2016)

3-3Management of material topics

GRI Report

Our Relationships

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

61

40-42

96

407-1

Operations and suppliers in which the right to freedom of

association and collective bargaining may be at risk

Our People

Our Relationships

46

40-42

GRI 408: CHILD LABOUR (2016)

3-3 Management of material topics

GRI Report

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

61

96

408-1

Operations and suppliers at significant risk for incidents of

child labour

Our Relationships40-42

One child labour case was raised through these audits, occurring during the school

holidays with a child accompanying the parent. The factory requested the children be

returned home with supervision and the relationship with this factory was terminated.

GRI 409: FORCED OR COMPULSORY LABOUR (2016)

3-3Management of material topics

GRI Report

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

61

96

409-1

Operations and suppliers at significant risk for incidents of

forced or compulsory labour

Our Relationships40-42

GRI 414: SUPPLIER SOCIAL ASSESSMENT (2016)

3-3Management of material topics

GRI Report

Governance Report – Ethical Standards

Ethical Sourcing Policy:

www.thewarehouse.co.nz/suppliers-ethical-sourcing

61

96

414-1New suppliers that were screened using social criteriaOur Relationships41-42

414-2

Negative social impacts in the supply chain and actions

taken

Our Relationships41-42

For further infromation on GRI 408, 409 and 414, please refer to The Warehouse Group Ethical Sourcing Report:

https://www.thewarehousegroup.co.nz/sustainability/responsible-sourcing

TOPIC DISCLOSURES

TOPIC DISCLOSURES contd

Environmental

Social

GRI CONTENT INDEX

The Warehouse Group Integrated Annual Report 2023114115Ernst & Young Report
SCOPE

Ernst & Young Limited (‘EY’) has been engaged by TWG to perform a ‘limited

assurance engagement,’ as defined by International Standards on Assurance

Engagements, here after referred to as the engagement, over TWG’s selected

non-financial disclosures (‘the Subject Matter’) prepared by TWG in its 2023

Integrated Report (‘the Report’) for the year ended 31 July 2023.

The relevant metrics are as follows:

• GRI 305-1: Direct (Scope 1) GHG emissions

• GRI 305-2: Energy Indirect (Scope 2) GHG emissions

• GRI 305-5: Reduction of GHG emissions

• GRI 306-3: Waste Generated

• GRI 306-4: Waste diverted from disposal

• GRI 306-5: Waste directed to disposal

CRITERIA APPLIED BY TWG

In preparing the Subject Matter, TWG applied the Global Reporting Initiative’s

Sustainability Reporting Standards (‘GRI’) (‘the Criteria’).

These standards are:

• GRI 305: Emissions 2016

• GRI 306: Waste 2020

• The Greenhouse Gas Protocol (‘GHG Protocol’)

• Emissions factors: New Zealand Ministry for the Environment, Measuring

Emissions: A Guide for Organisations (2023)

TWG is responsible for selecting the Criteria, and for presenting the Subject

Matter in accordance with that Criteria, in all material respects.

This responsibility includes establishing and maintaining internal controls,

maintaining adequate records and making estimates that are relevant to

the preparation of the subject matter, such that it is free from material

misstatement, whether due to fraud or error.

EY’S RESPONSIBILITIES

Our responsibility is to express a conclusion on the presentation of the

Subject Matter based on the evidence we have obtained.

Our engagement was conducted in accordance with the International

Standard for Assurance Engagements: Assurance Engagements Other than

Audits or Reviews of Historical Financial Information (‘ISAE (NZ) 3000’) and

International Standard for Assurance Engagements: Assurance Engagements

on Greenhouse Gas Statements (‘ISAE (NZ) 3410’) and the terms of reference

for this engagement as agreed with TWG on 20 July 2023. Those standards

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 ‘2023 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

require that we plan and perform our engagement to obtain limited

assurance about whether, in all material respects, the Subject Matter

is presented in accordance with the Criteria, and to issue a report. The

nature, timing, and extent of the procedures selected depend on our

judgment, including an assessment of the risk of material misstatement,

whether due to fraud or error.

We believe that the evidence obtained is sufficient and appropriate to

provide a basis for our limited assurance conclusion.

DESCRIPTION OF PROCEDURES PERFORMED

Procedures performed in a limited assurance engagement vary in nature

and timing from, 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. Our procedures were designed to obtain a limited level

of assurance on which to base our conclusion and do not provide all the

evidence that would be required to provide a reasonable level of assurance.

Although 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.

Our procedures did not include testing controls or performing procedures

relating to checking aggregation or calculation of data within IT systems.

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 calculations had been applied in accordance with the

methodologies outlined in the 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

Criteria

• Reviewing the presentation of the information in the Report.

We believe that the evidence obtained is sufficient and appropriate to

provide a basis for our limited assurance conclusions.

LIMITATIONS ON SCOPE

There are inherent limitations in performing assurance – for example,

assurance engagements are based on selective testing of the

information being examined – and it is possible that fraud, error, or

non-compliance may occur and not be detected. There are additional

inherent risks associated with assurance over nonfinancial information

including reporting against standards which require information to be

assured against source data compiled using definitions and estimation

methods that are developed by the reporting entity. Finally, adherence

to ISAE 3000 (NZ) is subjective and will be interpreted differently by

different stakeholder groups. Our assurance was limited to the Subject

Matter and did not include statutory financial statements.

RESTRICTED USE

This report is intended solely for the information and use of The

Warehouse Group Limited and in accordance with the terms of

reference for this engagement as agreed on 20 July 2023. It is not

intended to be and should not be used by anyone other than those

specified parties.

Ernst & Young Limited

27 September 2023

Ernst & Young Limited

2 Takutai Square

Britomart

Auckland 1010

PO Box 2146 Auckland 1140

A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited

Tel: +64 9 377 4790

Fax: +64 9 309 8137

ey.com/nz

LEVEL OF ASSURANCE

A limited assurance engagement consists of making enquiries

and applying analytical, 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 INDEPENDENCE AND QUALITY CONTROL

We have complied with the independence and other ethical

requirements of the Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) issued by the New

Zealand Auditing and Assurance Standards Board, which is founded

on fundamental principles of integrity, objectivity, professional

competence and due care, confidentiality and professional behaviour.

The firm applies Professional and Ethical Standard 3, which requires

the firm to design, implement and operate a system of quality

management including policies or procedures regarding compliance

with ethical requirements, professional standards and applicable legal

and regulatory requirements.

The Warehouse Group Integrated Annual Report 2023116117Directory
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 and updating payment instructions and your

communications preference.

DIRECTORY

The Warehouse Group Integrated Annual Report 2023118119

THEWAREHOUSEGROUP.CO.NZ
HELPING KIWIS LIVE

BETTER EVERY DAY

---

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 16 November 2023

Ex-Date (one business day before the record date) 15 November 2023

Payment date 01 December 2023

Total monies associated with the distribution $27,747,450

Source of distribution Operating cashflows

Currency New Zealand dollars

Gross distribution $0.11111111

Gross taxable amount $0.11111111

Total cash distribution $0.08000000

Excluded amount $0.00000000

Supplementary distribution amount $0.01411765

Is this distribution imputed? Fully imputed

28%

$0.03111111

$0.00555556

Date of release through MAP

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

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 2023

Section 4: Distribution re-investment plan (if applicable)

Not Applicable

---

Quarterly Sales
Reporting Period 52 weeks to 30 July 2023

Previous Reporting Period (2022) 52 weeks to 31 July 2022

Previous Reporting Period (2021) 52 weeks to 1 August 2021

Quarterly Retail Sales information:

Fourth quarter sales

SalesSalesSales

(1 May 2023 to 30 July 2023)

202320222021

($ Million)($ Million)($ Million)

The Warehouse

434.6 429.6 427.7

+ 1.2 % + 1.6 %

Warehouse Stationery58.8 60.3 66.2

- 2.5 % - 11.2 %

Noel Leeming256.4 257.5 272.0

- 0.4 % - 5.7 %

Torpedo730.4 37.5 38.5

- 18.9 % - 21.0 %

Total Group

1

784.6 792.7 815.1

- 1.0 % - 3.7 %

Year to date sales

SalesSalesSales

(1 August 2022 to 30 July 2023)

202320222021

($ Million)($ Million)($ Million)

The Warehouse

1,892.4 1,726.9 1,804.9

+ 9.6 % + 4.8 %

Warehouse Stationery248.6 249.7 274.6

- 0.4 % - 9.5 %

Noel Leeming1,061.0 1,096.7 1,128.2

- 3.3 % - 6.0 %

Torpedo7162.2 171.5 158.7

- 5.4 % + 2.2 %

Total Group

1

3,399.1 3,294.3 3,414.6

+ 3.2 % - 0.5 %

Store Numbers

20232022202320222023202220232022

Start Quarter 4

878967 69 66 70 25 23

End Quarter 4

888967 68 66 68 25 24

20232022202320222023202220232022

Start Quarter 4

468,689 482,016 82,619 84,516 50,660 60,748 33,179 29,900

End Quarter 4

472,358 479,900 84,186 83,064 50,203 56,638 35,953 31,200

- 1 - 1

- - - 1

- 1 - -

- - - 1

Note:

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.

Store

extension/

reduction

Store footprint (Square

Metres)

The WarehouseNoel Leeming

Warehouse StationeryTorpedo7

Store changes during the quarter

New

store

Replacement

store

Store

closure

The WarehouseNoel Leeming

Warehouse StationeryTorpedo7

The Warehouse Group Limited

Change in

sales

vs 2022

Change in

sales

vs 2021

Change in

sales

vs 2022

Change in

sales

vs 2021

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.

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