Notice of 2024 Annual Shareholders' Meeting

1
Dear fellow shareholder,
It is my pleasure, on behalf of the Board, to invite you to the 2024 Annual Shareholders’
Meeting of The Warehouse Group Limited. The meeting will be held on Friday 22 November
2024 at 10.00am (New Zealand time), both in the Guineas Ballroom, Ellerslie Event Centre,
100 Ascot Avenue, Greenlane East, Auckland, New Zealand and online through the
Computershare meeting platform (please see the Notice of Meeting for information
on how to participate online).
Interim Group Chief Executive Officer, John Journee, and I will review the performance of
the Company during the year to 28 July 2024 and provide you with an update on the
Company strategy.
Agenda items for this meeting relate to the re-election of directors and authorisation for
directors to fix the fees and expenses of the external auditor.
In accordance with the requirements of the NZX Listing Rules, John Journee, Rachel Taulelei
and Antony Balfour will each retire from the Board at the Annual Shareholders’ Meeting.
John Journee and Rachel Taulelei each offer themselves for re-election. Antony Balfour will
not be seeking re-election. In addition, the Board appointed Antony Carter as a director in May
2024 and, as required by the NZX Listing Rules, Antony Carter will also retire and offers himself
for re-election. The Board unanimously supports the re-election of each of these directors.
All shareholders will have a reasonable opportunity to ask general questions. You will also be
able to ask relevant questions of the auditor’s representative.
We invite you to submit questions in advance of the meeting by emailing your questions to
investors@thewarehouse. co.nz or by writing to the Company Secretary, The Warehouse Group
Limited, PO Box 33470, Takapuna, Auckland 0740, New Zealand. We will collate the main themes
of the questions and respond to them at the meeting, provided that the Company reserves the
right not to address questions that were not received by the close of business on Friday,
15 November 2024 (noting that the questions may be raised by a shareholder at the meeting),
or questions which, in the Chair’s opinion, are not reasonable or appropriate in the context of an
Annual Shareholders’ Meeting.
If you are unable to attend the meeting, you are entitled to appoint a proxy to vote on your
behalf. If you wish to appoint a proxy you must complete and lodge the Proxy Form (in one of
the manners set out in the accompanying notes) so that it reaches Computershare Investor
Services Limited by 10.00am (New Zealand time) on Wednesday, 20 November 2024.
For those shareholders who are attending the meeting in person, please bring the combined
Proxy Form and Voting Paper with you to assist with your registration and for voting purposes.
You are invited to join the Board and senior management for light refreshments at the
conclusion of the meeting.
We look forward to welcoming you to the meeting.
Yours sincerely,
Dame Joan Withers
Chair
Invitation to the 2024
Annual Shareholders’ Meeting
DAME JOAN WITHERS
24 October 2024
22 NOVEMBER 2024

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Business of the meeting
Chair’s Address
Interim Chief Executive Officer’s Review
Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1
That John Journee be re-elected as a director of the Company.
Resolution 2
That Rachel Taulelei be re-elected as a director of the Company.
Resolution 3
That Antony Carter be re-elected as a director of the Company.
Resolution 4
That the directors are authorised to fix the fees and expenses of the auditors for the ensuing year.
Explanatory notes in relation to these resolutions accompany this Notice of Meeting.
General business
To consider such other business as may be properly raised at the meeting.

Notice is hereby given that the 2024 Annual Shareholders’ Meeting of
The Warehouse Group Limited (“the Company”) will be held on Friday
22 November 2024, commencing at 10.00am (New Zealand time), in the
Guineas Ballroom, Ellerslie Event Centre, 100 Ascot Avenue, Greenlane
East, Auckland, New Zealand and online through the Computershare
meeting platform (meetnow.global/nz).
2

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Resolution 1 – Director re-election
In accordance with NZX Listing Rule 2.7.1,
John Journee retires and, being eligible, offers
himself for re-election.
John Journee is an executive director by virtue of
his position as Interim Chief Executive Officer and
is therefore not an independent director. The Board
unanimously recommends that you vote in favour
of the re-election of John Journee as a director.
Resolution 2 – Director re-election
In accordance with NZX Listing Rule 2.7.1,
Rachel Taulelei retires and, being eligible,
offers herself for re-election.
The Board has determined, in its view, that
Rachel Taulelei is an independent director.
The Board unanimously recommends that you
vote in favour of the re-election of Rachel Taulelei
as a director.
Board Committees: Member of the Health,
Safety and Wellbeing Committee, member of the
Environmental and Social Sustainability Committee,
and member of the Disclosure Committee.
John was appointed Interim CEO in May 2024.
Upon this appointment he ceased to be an
Independent Director, but has continued as an
Executive Director of the Company. 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. His career has included 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.
Board Committees: Chair of the Environmental and
Social Sustainability Committee, member of the People
and Remuneration Committee, and member of the
Health, Safety and Wellbeing Committee.
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 a particular
expertise in primary industries. She presently chairs
Moana NZ and the Wellington Regional Stadium Trust,
serves as a director on the board of Sealord 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.
John Journee
BCom, CFinstD, MAICD
Executive Director
Term of Office:
Appointed 17 October 2013
and last re-elected at the
2021 Annual Meeting.
Rachel Taulelei
LLB, Ngāti Raukawa ki te
Tonga, Ngāti Rārua
Independent Non-Executive
Director
Term of Office:
Appointed 12 February 2021
and last re-elected at the
2021 Annual Meeting.

Explanatory notes
3

Resolution 3 – Director re-election
In accordance with NZX Listing Rule 2.7.1, Antony Carter retires and,
being eligible, offers himself for re-election.
The Board has determined, in its view, that Antony Carter is an
independent director. The Board unanimously recommends that
you vote in favour of the re-election of Antony Carter as a director.
Board Committees: Chair of the Health, Safety and Wellbeing
Committee, and member of the Audit and Risk Committee.
Antony was appointed as an independent director in May 2024. He has
a broad range of experience in governance across the consumer,
industrial services, infrastructure and energy sectors. Antony currently
chairs the boards of My Food Bag Group Limited, Skin Institute Holding
Company Limited, Datacom Group Limited, TR Group Limited and The
Interiors Group Holdco Limited and is a director of Ravensdown Limited.
His previous directorships include roles at Fisher & Paykel Healthcare,
Air New Zealand Limited, Fletcher Building Limited, ANZ Bank New
Zealand Limited, and Vector Limited. He has previously served as
managing director of supermarket operator Foodstuffs Auckland and
Foodstuffs New Zealand. In 2020 he was made a Companion of the
New Zealand Order of Merit for services to business governance.
Antony Carter
CNZM, BE (Hons), ME, MPhil
Independent Non-Executive
Director
Term of Office:
Appointed 1 May 2024
Explanatory notes - continued
4
Fixing of auditor’s fees and expenses – Resolution 4
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993.
Resolution 4 authorises the directors to fix the fees and expenses of the auditor.

5
Ordinary Resolutions
Resolutions 1 to 4 set out above are ordinary resolutions, which will be passed if
approved by simple majority (more than 50%) of the votes of shareholders entitled
to vote and voting in person or by proxy or representative.
Hybrid Annual Meeting
Shareholders will be able to attend the meeting in person at the Guineas Ballroom,
Ellerslie Event Centre, 100 Ascot Avenue, Greenlane East, Auckland, or via an online platform.
Shareholders attending online will be able to view a live webcast of the meeting, ask questions and
submit their votes. To participate virtually, go to the Computershare Meeting Platform at: meetnow.
global/nz, click ‘Go’ on The Warehouse Group Limited meeting tile and then click ‘JOIN MEETING NOW’.
Please refer to the Computershare Virtual Meeting Guide at www.computershare.com/vm-guide-nz for
more information. The latest version of Chrome, Safari or Edge is required in order to access the meeting.
Shareholders will require their CSN/Securityholder Number and their postcode, which can be found on
their Proxy Voting Form, for verification purposes.
If you have any questions, or need assistance with the online process, please contact
Computershare on +64 9 488 8777 between 8.30am and 5.00pm Monday to Friday or
by email to corporateactions@computershare.co.nz.
Entitlement to vote
Only shareholders whose names are registered on the share register at 5pm on Wednesday 20 November
2024 are entitled to exercise the right to vote at the meeting. There are no voting restrictions.
Proxies
Any shareholder of the Company entitled to attend and vote at the meeting may appoint another person
as their proxy to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
If you wish to appoint a proxy you should complete the proxy form that accompanies this Notice of
Meeting. Alternatively you can lodge your proxy appointment online at www.investorvote.co.nz. If you wish
to appoint a proxy to attend online via the Computershare Meeting Platform on your behalf, please ensure
that you provide their contact details (phone and email address) on the proxy form.
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend
the meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.
The appointment of a proxy or representative does not preclude a shareholder from attending and voting
at the meeting.
You may appoint the Chair of the meeting or any director, or any other person, as your proxy. The Chair and
directors intend to vote any discretionary proxies, for which they have authority to vote, in favour of the
resolutions.
A proxy will not be entitled to vote at the meeting unless a properly completed proxy form has been received by
the Company at the office of the Company’s share registrar, Computershare Investor Services Limited, not less
than 48 hours before the commencement of the meeting, that is not later than 10.00am (New Zealand time) on
Wednesday 20 November 2024. You can post the proxy form to Private Bag 92119, Auckland 1142, New Zealand.
Online proxy appointments must also be received by 10.00am (New Zealand time) on Wednesday, 20 November
2024. Any proxy form received after that time will not be valid for the meeting.
Where a shareholder does not name a person as their proxy but otherwise completes the proxy form in full,
or where a shareholder’s named proxy does not attend the meeting, the Chair of the meeting will act as
that shareholder’s proxy and will vote in accordance with that shareholder’s express direction.


Procedural Notes

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The in-person aspect of the annual shareholders’ meeting of the company will be held in the Guineas Ballroom,
Ellerslie Event Centre, 100 Ascot Avenue, Greenlane East, Auckland, New Zealand on Friday 22 November 2024,
commencing at 10.00am.
Directions to the Ellerslie Event Centre from the Southern Motorway
Ellerslie Racecourse is well sign posted from the Southern Motorway. The best exit is ‘Greenlane’. At the roundabout,
turn left if travelling from the north on the motorway, or right if travelling from the south. At the first set of lights
turn right. On your left will be Ascot Hospital and on your right, Novotel Hotel. Turn right at the first roundabout and
left at the second roundabout and you will drive into the grounds of the racecourse. If you continue on through
Ellerslie’s main carpark, you will arrive at the Ellerslie Event Centre. The venue has free parking.
Directions for shareholders attending the Annual Shareholders’ Meeting

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The Warehouse Group Limited
How to Vote on Items of Business
A shareholder who is entitled to attend the meeting and vote on resolutions is
entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not
be a shareholder of the Company. All your securities will be voted in accordance
with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for this purpose. To do this, enter ‘Chair of
the Meeting’ or the name of the Director in the space allocated for the proxy’s
name. If you tick ‘Proxy Discretion’ for a particular resolution, your proxy will
decide how to vote on that resolution. If you do not name a person as your proxy,
or your named proxy or any alternate do not attend the meeting, the Chair will
be appointed your proxy and may only vote in accordance with your express
direction.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking
the ‘For’, ‘Against’ or ‘Abstain’ box in respect of each resolution OR by ticking
the ‘Proxy Discretion’ box in respect of each resolution. A shareholder can direct
the proxy holder in respect of one or more resolutions and give the proxy holder
discretion in respect of other resolutions. If a shareholder does not tick any boxes
or if multiple boxes are ticked in respect of a resolution then your proxy will
abstain from voting in respect of that resolution. The Chair and directors intend
to vote any discretionary proxies, for which they have authority to vote, in favour
of the resolutions.
Attending the Meeting
The Company has chosen to hold its Annual Shareholders’ Meeting as a
hybrid meeting. Please refer to the Computershare Virtual Meeting Guide at
www.computershare.com/vm-guide-nz for more information. If you attend
the meeting in person you should bring your proxy/voting form or your
CSN/Securityholder Number to assist with registration. Any corporation that
is a shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
Electronic Voting
You can appoint a proxy to cast your vote electronically by accessing Investor
Vote (www.investorvote.co.nz) in accordance with the above instructions. Use
this option if you will NOT be attending the Meeting and wish to lodge your
proxy electronically. Do not return this form if you have lodged your proxy using
Investor Vote.
Signing Instructions for Postal Proxy Forms
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the
shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company, this Proxy Form must be signed by a duly
authorised attorney or officer.
Trusts
Where a shareholder is a trust, this Proxy Form must be signed by at least
one trustee in accordance with the relevant trust deed (using the rules for an
individual or a company, depending upon whether the trustee is an individual or
a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least
one partner in accordance with the rules governing the partnership (using the
rules for an individual or a company, depending upon whether the partner is an
individual or a company).
Joint Shareholders
Where there are joint holders of shares, this Proxy Form should be signed by all
shareholders.
Power of Attorney
If this Proxy Form is completed by an attorney, the power of attorney or a
certified copy must, if not previously produced to The Warehouse Group Limited,
accompany the Proxy Form together with a certificate of non-revocation of
authority.
Go online to lodge your proxy or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 10:00am (New Zealand time) Wednesday, 20 November 2024.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Signature of Securityholder(s) This section must be completed.
SIGN
ATTENDANCE SLIP
The Warehouse Group Limited Annual Shareholders’ Meeting
on Friday, 22 November 2024 at 10:00am (New Zealand time)
online through the Computershare Meeting Platform
(https://meetnow.global/nz) or in the Guineas Ballroom,
Ellerslie Event Centre, 100 Ascot Avenue, Greenlane East,
Auckland, New Zealand.
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at The Warehouse Group Limited Annual
Shareholders’ Meeting on Friday, 22 November 2024 at 10:00am (New Zealand time) online through the Computershare Meeting Platform
(https://meetnow.global/nz) or in the Guineas Ballroom, Ellerslie Event Centre, 100 Ascot Avenue, Greenlane East, Auckland, New Zealand and at any adjournment
of that meeting.
*If you do not name a person as your proxy, or your named proxy or any alternate do not attend the meeting, the Chair will be appointed your proxy and may only
vote in accordance with your express direction.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority. If you do not mark a box or you mark multiple boxes your proxy will abstain from voting.
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint*
I/We being a shareholder/s of
The Warehouse Group Limited
of
or failing him/herof
AgainstFor
Proxy
Discretion
Abstain
Ordinary Resolutions
Resolution 1.
That John Journee be re
-elected as a director of the Company.
Resolution 2.
That Rachel Taulelei be re
-elected as a director of the Company.
Resolution 3.
That Antony Carter be re-elected as a director of the Company.
Resolution 4.
That the directors be authorised to fix the fees and expenses of the auditors for the ensuing year.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide your proxy’s details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):