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2024 Annual Shareholders’ Meeting Materials

AGM21 November 2024WHSConsumer Discretionary

NZX | Media release – 22 November 2024

2024 Annual Shareholders’ Meeting Chair and CEO Address


Chair’s Address – Dame Joan Withers

Kia ora koutou katoa. Haere mai ki tenei hui motuhake.

Good morning and thank you for joining us. My name is Joan Withers, and I am the Chair of

The Warehouse Group.

On behalf of your Directors, our Interim Group Chief Executive Officer, and our Executive

Team, I extend a very warm welcome to our Annual Shareholders’ Meeting – both to those of

you here in person today and everyone online.

The notice convening today’s meeting was circulated to shareholders on 24 October.

I note that a quorum is present, so I am pleased to declare the 2024 Annual Shareholders’

Meeting of The Warehouse Group officially open and underway.

Introductions

Sitting with me at the front today are members of the Board of Directors and the Executive

Leadership Team. Starting from your left, please join me in welcoming: Dean Hamilton,

Robbie Tindall, Tony Carter, Interim Group CEO John Journee, Rachael Taulelei, and our

Group CFO Mark Stirton.

We have an apology from Board Director Tony Balfour and joining us online today is Board

Director Caroline Rainsford, who is currently in the United States.

Also with us today are members of the Executive Leadership Team sitting in the front row.

Meeting Agenda

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

meeting.

The agenda will start with the usual formalities and then I will provide a recap of the FY24

annual results and discuss our dividend distribution to shareholders.

Our Interim Group CEO John Journee will then provide some detail on our performance, our

refreshed strategy, as well as an update on the first quarter of the current financial year and

some commentary on the remainder of FY25.

We will then turn to the formal part of the day’s business. The resolutions today include the

re-election of three Directors, being John Journee, Rachel Taulelei and Tony Carter, and

authorising the setting of the auditor's fees.

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We will cover each resolution in turn and invite you to submit your questions specific to those

items, which we will respond to during the Q&A session for each resolution.

Voting will take place by poll. I will outline the process for the discussion and voting on the

resolutions at that point in the agenda.

Following the resolutions, we will take questions on the Group’s financial performance,

operational performance, or other general business. I ask that you wait to raise any of your

questions of a general nature until that time.

If you have joined the meeting online, you will be able to submit a question or vote on the

resolutions throughout the course of the meeting.

We will now move to the formal agenda.

Proxies

Proxies have been received from 429 shareholders representing 199,694,350 voting shares.

This represents 57.57% of the voting shares in the Company.

The valid proxies we have received support the resolutions to be considered later in the

meeting. I will provide further details on proxies in respect of each resolution at that time.

Annual Report

The Financial Statements for the 52 weeks ended 28 July 2024, together with the Auditor’s

report are set out in the Company’s 2024 Annual Report, which was released to the NZX on

26 September 2024.

If you would like a hard copy of the Annual Report, please email us.

Under the Companies Act 1993, there is no requirement to approve the Financial Statements

or the auditor’s report at Annual Meetings, however we will be happy to answer any

questions you may have during the Q&A session at the end of the meeting.

Q&A Procedures for shareholders joining online

For those of you joining us online, if you have a question to submit during the live meeting,

please select the Q&A tab on the right half of your screen at any time.

Type your question into the field and press submit. Your question will be immediately

submitted.

Now to the substantive part of my presentation.

FY24 Annual Results

I would like to begin with our performance.

This year’s result has understandably been the focus of much commentary, virtually none of

it positive, and as we reflect on FY24 it is clear that it has been one of the most challenging

years in our 42-year history.

New Zealand’s macro-economic conditions have had a significant impact, with New

Zealanders facing increased inflation and a rising cost of living. This has significantly

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impacted consumer spending, and the retail sector has certainly felt and continues to feel the

pressure.

However, our operational execution has exacerbated the challenges of a difficult

environment. We have acknowledged that the poor financial performance we’ve reported for

FY24 is not acceptable.

The Board and Executive team are acutely aware of the disappointment shareholders and

investors will be experiencing on the back of this result. There is a big job ahead of us to get

the Company back on track and we have started on that journey, so let me share with you

briefly how we’re turning this business around.

During the early part of this calendar year, it became apparent to the Board that we needed

to make significant changes to address the issues we were confronted with.

We acknowledged that our Group ecosystem strategy was too ambitious and based on

assumptions that proved incorrect. As a result, the financial milestones we set could not be

achieved without further significant investment.

So we took the decision to divest or close underperforming parts of the business, including

Torpedo7 and TheMarket.com. The loss from the sale of Torpedo7 led to the first financial

loss in the history of The Warehouse Group.

In May we replaced Nick Grayston as Group CEO with John Journee as Interim Group CEO.

Up to that point, John, as you know, was a non-executive director with a wealth of retail

experience both inside The Warehouse Group and externally.

Under John’s leadership, we have streamlined our executive team and reshaped our

business around three core retail brands: The Warehouse, Warehouse Stationery, and Noel

Leeming.

Our dedicated teams within each brand are now intensely focused on delivering great

products at competitive prices while providing an outstanding customer service experience.

Additionally, our operating costs have been too high especially in the context of the difficult

trading environment we continue to face. This prompted action to reduce our Cost of Doing

Business. Over the past five years, we have invested $139 million on replacing legacy

systems. The conflation of this essential capital spend and the very tough operating

environment has put additional pressure on our bottom-line challenges. Fortunately, we are

now past the peak of that capital expenditure cycle and John is maintaining tight vigilance on

both capex and wider project spending.

Dividends

As you are aware, in March the Board declared an interim dividend of 5 cents per share.

That is a 92% payout ratio, exceeding the Group’s dividend policy of at least 70% of the

Group’s full year adjusted net profit.

As a result of the Group’s subsequent net operating loss in the second half of this financial

year, the Board made the decision not to declare a final dividend.

This was a difficult but necessary decision.

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However, we remain confident in the underlying strength of our business and our focus

remains on navigating through these challenges to return to paying dividends as our

profitability improves.

Changes to the Board of Directors

I would like to take a moment to reflect on some other important milestones during the FY24

financial year.

The first is acknowledging the changes within our Board.

Julia Raue left the board in April after almost 8 years of strong contribution.

We were delighted to welcome Tony Carter, whose extensive experience in retail and

governance will complement our existing Board capabilities. Tony is up for re-election today

so you will have a chance to hear more from him soon.

I would also like to take a moment to acknowledge Tony Balfour, who has decided not to

seek re-election.

Tony has been an invaluable member of our Board for 12 years, bringing exceptional global

retail, marketing, and e-commerce expertise, along with a strong commitment to our ESG

initiatives. His unwavering focus on our customers and his outstanding leadership,

particularly as Chair of the People and Remuneration Committee, have made a lasting

impact on our business.

On behalf of the entire Board, I extend our heartfelt gratitude to Tony for his remarkable

contributions. It has been an honour to work alongside him, and we wish him all the best in

his future endeavours.

We do not intend to seek a replacement for Tony’s position on the Board at this stage.

Takeover approach

The second event I would like to acknowledge is the non-binding indicative offer received in

July from private equity firm Adamantem Capital to acquire the Company's shares at a price

range of $1.50-1.70 per share.

Under the rules of a Scheme of Arrangement, critical shareholder backing beyond that of our

majority shareholder would be required in order for a takeover to proceed. The proposal did

not have that support.

Succession planning

The Board is fortunate to have the calibre and experience of John Journee to take the role of

Interim Group CEO. I will speak about this more later in the meeting.

The search process for a new Group CEO is underway, and we are anticipating being at the

candidate short list stage early in the New Year.

As announced in November 2022, this will be my last term as Director and Chair, and I will

retire from the Board in November 2025.

We have a strong Board with a high calibre of Directors providing a variety and depth of skills

and experience. The Board’s Corporate Governance and Nominations Committee actively

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reviews board succession and will continue to evaluate the optimal mix of skills and

experience needed to drive the Group’s strategic objectives forward, including progressing

Chair succession.

Turning to our involvement in the Future Director scheme, Jeremy O’Brien has made a

valuable contribution as Future Director over the past 18 months, and his time with us will

end in December 2024.

This Board has been one of the strongest supporters of the Future Director programme and

will continue to be so, but the replacement of the CEO and succession planning for the new

Chair will be the priorities for the near term.

Looking ahead

There is no doubt that we have had a challenging year.

Despite this, we have huge fight, drive and confidence that we can turn our performance

around.

With our dedicated team of 10,000, we are focused on streamlining our operations, reducing

our cost of doing business, and sharpening our focus on our core brands.

I want to thank all our shareholders, customers, team members, and fellow Directors for your

unwavering support as we navigate these challenges.

Together, we are committed to rebuilding our brands and continuing our Purpose to help

Kiwis live better every day.

Closing remarks

In closing, I want to reaffirm that we are proud to have three iconic brands – The Warehouse,

Warehouse Stationery, and Noel Leeming – each playing a vital role in our business.

These brands have endured the test of time, and we remain steadfast in our commitment to

their success.

We know there’s work to be done, and we’re fully focused on fixing our business

performance and returning value to our shareholders.

I will now hand over to John Journee to run through the full year financial results and the plan

to turn around performance in more detail.



CEO’s Address – John Journee

Thank you, Joan, and good morning, everyone.

I would like to start by recognising what a tough this year has been and I want to thank our

shareholders, customers, and teams for sticking with us. Your support means a lot to us

because we know our performance impacts you and your families.

There are no two ways about it: our FY24 financial performance is disappointing and a long

way from where we need to be.

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Our Group Ecosystem Strategy was too ambitious. We invested considerable time and

resources into delivering that strategy, which led us to hold onto Torpedo7 and The Market

for longer than we should have.

We’ve made mistakes, and we own that.

Later in my presentation I will provide insight into the positive changes we’re making to

improve our performance.

But first I will provide an overview of our FY24 year.

FY24 Group financial performance

In FY24, our total Group sales were $3 billion, a decline of 6.2% on last year.

Our sales declined 4.9% in the first half and deteriorated further in the second half declining

7.6%. This was led by the decline in The Warehouse sales.

Group Gross Profit was down 6.2% with margin being flat Year-on-Year at 33.6%. While the

first half delivered strong gross profit margin, this declined in the second half as a result of

heavy promotional activity and product mix weighted towards lower margin categories.

Cost of doing business was down 1.3% in dollar terms but higher as a percentage of sales

resulting in $28.9m Operating profit down 65.3%.

The Group reported a Net Loss After Tax of $54.2 million compared to a reported Net Profit

After Tax of $29.8 million in the financial year before.

This loss was significantly impacted by loss on disposal of Torpedo7 and the wind up of The

Market in the year.

FY24 Brand performance

I will now take you through a summary our individual brand performance.

As you are aware, The Warehouse, our biggest brand, had a particularly poor result.

Our category strategy was off the mark, our execution was poor, and our customer offer was

inconsistent.

As a result, The Warehouse FY24 Sales were $1.8 billion, down 5.3% while Gross profit

margin held up, increasing 10 basis points on the prior year.

The second half of the year was particularly challenging. Our winter range didn’t resonate as

expected, leading to heavy discounting. We didn’t achieve the right product mix, with

customers shopping more in lower-margin categories like grocery and everyday essentials

and less in higher-margin categories like homeware and apparel.

This resulted in Operating Profit of $17.7 million, down from $71.6 million in FY23.

In Noel Leeming, Sales were $1 billion, down 5.3% and Operating Profit was $17.3 million.

Performance was challenged by tough trading conditions, driven by reduced discretionary

spend on high ticket items and an increasingly competitive market.

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Services and Tech solutions showed growth Year-on-Year and continues to be a

differentiator for Noel Leeming.

Warehouse Stationery sales were down 6.7% to $231.9 million and operating profit was

$12.9 million.

Subdued demand for higher ticket products and from small business customers impacted

sales and margin performance across the key categories of office furniture and technology.

This was partially offset by the continued strong performance of our Print and Copy Centres.

In a challenging market customer service is even more critical, and it is pleasing to note, that

all three brands, achieved improved Net Promoter Scores in FY24. I would like to thank all

our store teams who step up when it matters most to deliver exceptional service to our

customers.

Strategic reset

Our FY24 financial results serve as a stark reminder of the challenges we face as a business

and of our poor operational execution in the face of those challenges.

I know improved performance is on everyone’s mind, so let me outline our game plan for the

turnaround.

When I first stepped into this role, it quickly became clear to me that our Group Ecosystem

Strategy was too ambitious and had spread us too thin and consequently we dropped the

ball in our core retail capabilities.

We’ve changed all that.

We’ve made some tough decisions to set us up for the future and turn around our

performance.

We have reset the Group strategy, divested unprofitable businesses, and moved away from

Agile and the Ecosystem Strategy to focus on trading our core retail brands: The

Warehouse, Warehouse Stationery and Noel Leeming.

Our shift to a brand-led strategy is about strengthening each brand’s specific customer value

propositions to allow them to compete more effectively.

Brand focused Leadership

To support this change, we restructured our senior leadership and changed our operating

model to a more fit-for-purpose retail operating model.

The changes made to the Executive Leadership Team ensure there is clear accountability for

the performance of each of our brands across merchandising, supply chain, store operations

and marketing.

We have re-established a dedicated Warehouse Stationery leadership and retail team to

enable us to improve the execution of our offer to small-and-medium-sized businesses and

the education sector.

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A dedicated Noel Leeming leadership and retail team has enabled them to strengthen the

brand’s market leadership position more effectively and assertively in a highly competitive

and fast-moving market.

Our leaner group support functions are now solely focused on supporting our retail brands to

deliver greater value to our customers and to drive profitable growth.

Fighting fit – The Warehouse

It’s my job to get the company back on track and to set the groundwork for a return to

profitable growth.

Our Red Sheds are crucial to our recovery, so my primary focus is turning around The

Warehouse’s performance and reasserting its customer value proposition and market

leadership.

We have 90 million customers walking through our doors each year and 85% of Kiwis live

within 20 minutes of The Warehouse.

Building on this foundation our plan has four key drivers.

The first is strengthening our Everyday Low-Price position across an improved range of

products for Kiwi families.

Responding to customer feedback we have reset our category strategy to include more trend

and newness, particularly in our higher margin categories of Home and Apparel, while

building on the popularity of our Grocery offer, including our fast-growing Market Kitchen

range.

We have accelerated our efforts to lower our cost of goods and this is supporting an

improved Everyday Low-price position.

Secondly, we are refreshing our product offer across all our core categories to provide a

broader, more relevant, on-trend assortment and competitive value proposition for Kiwi

families.

Thirdly, we have made significant reductions in our operating expenses and project spend

going into FY25. The pressure on reducing our cost of doing business will continue to be a

critical part of our turnaround.

The significant investments we have made to modernise our core systems across the Group

have progressively come on stream over the last year and will be increasingly used to

leverage our significant network, inventory, data, and people assets to support decision

making and improve operational effectiveness and efficiency.

And finally, we have a superpower in our extensive store network and our nationwide team of

10,000 that make us an integral part of our communities we serve.

Our strategy reset may sound simple, but it is this simplicity and focus that will enable us to

better execute the craft and science of retail required to deliver greater value to our

customers, build shareholder value and strengthen our market leadership.

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Heath & beauty ranges

Offering great, affordable essentials is what we do at The Warehouse and remains our core

focus. However, our customers told us they wanted us to bring back more fashion, trend and

colour into our product offer.

Our teams have put a huge effort into refreshing our product ranges, with an initial emphasis

on home, apparel, and health and beauty. These new products have started to arrive in our

stores this summer and early sales and customer feedback has been very encouraging.

Leveraging our private label capability is a key part of this approach.

Our Good One range is a great example. Locally made and sourced, it has been hugely

successful and we’re getting very positive feedback on its value. We’ve got some here today

for you to take home to try for yourself.

In the next few weeks, we launch Poppi, our new skincare brand aimed specifically at teens

and young women.

Refreshing our ranges

We’re also building on the success of our existing private label brands.

Living & Co – our homeware brand and our biggest brand, sold an impressive 18 million

units last year and delivers 30% of all our private label sales.

H&H – our powerhouse apparel brand, has grown into a $200 million brand.

Veon is our audio-visual brand and we’re proud of the fact that Kiwis own more Veon TVs,

than any other brand, making it New Zealand’s number 1 selling TV with more than 30%

market share.

Market Kitchen, launched just three years ago, has quickly become a popular grocery

essential.

This is just a taste of how we’re reinvigorating our category strategy and the product

improvements customers will see flowing into stores.

Our teams are now working on bringing more trend and value into the upcoming seasonal

ranges for winter, summer and Christmas 2025 and beyond.

Noel Leeming and Warehouse Stationery

In addition to the work we are doing to get The Warehouse back on track, we have

programmes of work underway to improve the performance of our other two retail brands.

Having dedicated leadership and retail teams for both Warehouse Stationery and Noel

Leeming enables them to fine tune their respective customer value propositions to compete

more effectively.

Operating in highly competitive markets with well-informed value seeking consumers, it is

critical that our teams can respond quickly and decisively to changing conditions in their

respective markets.

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An early example of this is Noel Leeming recent announcement that they have added

premium brand Miele to their range of kitchen appliances.

FY25 Q1 update

In terms of the FY25 financial year, we shared a trading update on 8 November that

underscored how tough retail remains.

We recorded total retail sales of $668 million during our first quarter, reflecting a decrease of

2.5% compared to the same period last year, an improvement on the 5.9% decline we

experienced in the last quarter of FY24.

One of our key areas of focus has been our pricing strategy. Average retail selling prices

were down 7.9% as we reset key price points across our categories to reinforce our

everyday low-price value positioning. This has resulted in a 6.4% increase in units sold,

demonstrating that customers are responding positively to our more competitive pricing.

In terms of foot traffic, we saw a slight decline of 0.8%, but encouragingly, customer

conversion rates improved to 58%. Although basket sizes are constrained as customers

prioritise essential categories and clearance items, we are optimistic about the engagement

we’re seeing.

Noel Leeming is growing market share in a contracting market which speaks to the strength

of the value proposition and the performance of our team in tough trading conditions.

The Warehouse margin was the most challenged during the quarter, as lower margin product

mix changes and higher markdowns occurred within the apparel department post-winter –

and this remains a key focus for us.

Looking ahead

As we look ahead, our plan to get Fighting Fit is underway, and we are focused firmly on

trading each of our core brands and refreshing key product ranges at better value.

These changes will take time to fully show results, and we’re mindful that a sustained

improvement in performance also relies on broader economic recovery. While we’re making

progress, we expect our near-term results to remain mixed as the benefits of our improved

product offer are muted by challenging market conditions.

With nearly a third of all Kiwis continuing to come through our doors each week we’re well-

placed to seize the opportunities in front of us as our new product assortments land and

economic conditions improve.

This fuels our conviction that we can course correct and turn the business around.

We remain cautious as we look ahead to Christmas and expect the trading environment to

remain tight and highly competitive.

What I can promise you is that we will be firmly focused on bringing great value products to

our customers as we continue to execute our turnaround plans.

I am very conscious that words are not what our shareholders, customers or team members

want at this time – you want action and improved performance.

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The team and I look forward to reporting on our progress in the coming months.

I wish you a happy Christmas and summer ahead.

Thank you, and I will ask Joan to return to the lectern to conduct the formal part of today’s

business.


Ends


For media queries please contact: For investor queries please contact:

Julian Light

General Manager Corporate Affairs

+64 21 243 8528

julian.light@twgroup.co.nz

Julia Belk

Investor Relations Manager

+64 21 240 8997

julia.belk@thewarehouse.co.nz


The Warehouse Group Limited

26 The Warehouse Way, Northcote, Auckland 0627

www.twg.co.nz

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2024 Annual Meeting
22 November 2024

Helping Kiwis live better every day

2
Chair address

Dame Joan Withers

Chair

3
Introduction - Board of Directors

Robbie Tindall

Non-Executive Director

Appointed November 2020

Last re-elected in November 2023

Dean Hamilton

Independent Non-Executive Director

Appointed April 2020

Last re-elected in November 2023

Antony (Tony) Balfour

Independent Non-Executive Director

Appointed October 2012

Retiring in November 2024

Caroline Rainsford

Independent Non-Executive Director

Appointed August 2022

Last re-elected in November 2022

Rachel Taulelei

Independent Non-Executive Director

Appointed February 2021

Retiring by rotation and standing for re-election in

November 2024

Dame Joan Withers

Chair

Independent Non-Executive Director

Appointed September 2016

Last re-elected in November 2022

(Retiring from the Board November 2025)

John Journee

Executive Director

Appointed October 2013

Retiring by rotation and standing for re-election in

November 2024

Antony (Tony) Carter

Independent Non-Executive Director

Appointed May 2024

Appointed by the Board effective 1 May and standing for

re-election in November 2024

02
10

13

21

27

4

Chair address – Dame Joan Withers

CEO update – John Journee

Strategic Reset – John Journee

Resolutions – Dame Joan Withers

1.Re-election of John Journee

2.Re-election of Rachel Taulelei

3.Re-election Antony Carter

4.Setting of Auditor Fees

General business and Q&A

Meeting Agenda

Written Questions:
Questions may have been submitted ahead

of the meeting. If you have a question to

submit during the live meeting, please select

the Q&A tab on the right half of your screen at

anytime. Type your question into the field and

press submit. Your question will be

immediately submitted.

Help:

The Q&A tab can also be used for immediate

help. If you need assistance, please submit

your query in the same manner as typing a

question and a Computershare

representative will respond to you directly.

Participation in virtual meeting – Q&A

5

6
FY24 Annual Results

•Challenging economic environment continues to impact consumer spend.

•Our trading performance and operational execution have exacerbated the challenges of a difficult environment.

•We have taken action to turn the business around:

•Torpedo7 sold - the $60.5 million loss on sale has resulted in the first loss for The Warehouse Group in our history.

•Leadership team and business restructured around our three core brands.

•Focus on reducing costs of doing business and capital expenditure.

•No final dividend declared - FY24 interim dividend of 5.0 cents per share, representing 92% payout of Adjusted NPAT.

•We are absolutely focused on simplifying our business, reducing our cost of doing business, and sharpening the focus on

our core brands to turn our performance around.

Our 2024 financial year has been one of the most challenging in our 42-year history

All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the Financial Statements for the

year ended 28 July 2024.

Operating Profit excludes the impact of NZ IFRS-16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Note 2.0 of

the Financial Statements for the year ended 28 July 2024.

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Dividends

1.Dividends reflect those declared for the financial period as opposed to those paid in the period.

2.The payout ratio in FY23 is based on FY23 Adjusted NPAT as reported in FY23.

3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued

operations. For a reconciliation between Adjusted and Statutory NPAT refer to Note 5.0 of the Financial Statements for the year ended 28 July 2024.

Cents per shareFY24FY23Variance

Reported EPS

(15.7)8.6

-281.8%

Adjusted EPS

5.516.6

-67.1%

Dividends per share

1

5.08.0-37.5%

Payout ratio

2

91.9%74.1%

9.0

13.0

10.0

5.0

8.0

17.5

10.0

8.0

5.0

17.0

35.5

20.0

8.0

5.0

FY19FY20FY21FY22FY23FY24

InterimFinalSpecial

Historical dividends (cps)

No dividend

COVID-19

•Adjusted EPS removes the $60.3m loss from

the sale of Torpedo7

•5cps FY24 interim dividend

•No final dividend declared

•91.9% payout ratio of FY24 Adjusted NPAT

3

•Dividend policy remains the same –

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.

8
Changes to the Board of Directors

Robbie Tindall

Non-Executive Director

Appointed November 2020

Last re-elected in November 2023

Dean Hamilton

Independent Non-Executive Director

Appointed April 2020

Last re-elected in November 2023

Antony (Tony) Balfour

Independent Non-Executive Director

Appointed October 2012

Retiring in November 2024

Caroline Rainsford

Independent Non-Executive Director

Appointed August 2022

Last re-elected in November 2022

Rachel Taulelei

Independent Non-Executive Director

Appointed February 2021

Retiring by rotation and standing for re-election in

November 2024

Dame Joan Withers

Chair

Independent Non-Executive Director

Appointed September 2016

Last re-elected in November 2022

(Retiring from the Board November 2025)

John Journee

Executive Director

Appointed October 2013

Retiring by rotation and standing for re-election in

November 2024

Antony (Tony) Carter

Independent Non-Executive Director

Appointed May 2024

Appointed by the Board effective 1 May and standing for

re-election in November 2024

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Takeover approach from

Adamantem Capital

•22 July – Initial approach made from Sir Stephen Tindall

and private equity firm, Adamantem Capital Partners.

•Company immediately issued “Don’t sell” notice via

the NZX.

•Independent Board committee formed with

appropriate delegations to respond to proposal.

Advisers appointed.

•23 July – Non-Binding Indicative Offer received with share

price offer range of $1.50 to $1.70 and scheme of

arrangement proposed.

•2 August – Company announced it would not progress

discussions with Adamantem Capital given the lack of

critical shareholder support the proposed scheme of

arrangement required to enable it to proceed.

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Succession planning

•The Board is thrilled to have the calibre and experience of John

Journee to take the role of Interim Group CEO.

•The search process for a new Group CEO is underway, and we are

anticipating being at the candidate short list stage early in the New

Year.

•As announced in November 2022, this will be Joan Withers’ last term as

Director and Chair and Joan will retire from the Board in November

2025.

•Tony Balfour has announced that he will retire from the Board, and not

seek re-election, at this year’s Annual Meeting. We do not intend to

seek a replacement for Tony’s position on the Board at this stage.

•The Group has a strong Board with a high calibre of Directors with a

variety and depth of skills and experience. The Board’s Corporate

Governance and Nominations Committee actively reviews board

succession and will continue to evaluate the optimal mix of skills and

experience needed to drive the Group’s strategic objectives forward,

including to consider the Chair’s successor.

•Jeremy O’Brien has made a valuable contribution as Future Director

over the past 18 months, and his role will cease in December 2024. The

Board has been one of the strongest supporters of the Future Director

programme but the replacement of the CEO and succession planning

for the new Chair will be the priorities for the near term.

CEO update
John Journee

Interim CEO

11

12
FY24 Group financial performance

1.All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for

the 52 weeks ending 28 July 2024.

2.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.

3.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 Note 2.0 of

the Financial Statements for the 52 weeks ended 28 July 2024.

4.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued

operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.

•FY24 H2 was significantly more challenged than H1.

•Margin degradation in H2 was primarily driven by promotions and mark downs due to under performance in key categories.

•CODB was well controlled below last year.

$ million (continuing)

1

FY24FY23Variance

Sales revenue

3,037.6 3,236.9

-6.2%

Gross Profit

1,020.9 1,088.2

-6.2%

Gross Profit Margin %33.6%33.6%-

Cost of doing business (CODB)

2

992.0 1,004.8

-1.3%

CODB %32.6%31.0%+ 160 bps

Operating Profit

3

28.9 83.4

-65.3%

Operating Profit Margin %1.0%2.6%(160) bps

Net Profit After Tax (Adjusted)

4

18.9 57.4

-67.1%

Reported NPAT(54.2)29.8-281.8%

H1 VarH2 Var

-4.9%-7.6%

-0.4%-12.3%

+160 bps(180) bps

-1.5%-1.0%

+120 bps+ 220 bps

14.9%-130.7%

+40 bps(400) bps

18.9%-137.3%

-236.3%-346.0%

13
FY24 Brand performance

The Warehouse

Sales $1.8b (down 5.3%)

Online sales 5.1% of total sales

Operating profit $17.7m (FY23: $71.6m)

•Success in grocery, audio visual, home

technology & outdoor leisure categories

offset by declines in Home and Apparel

•Modest gross margin gain of 10 bps

•Store foot traffic down 2.3% and same

store sales down 2.9%

•New store - Wānaka, reopened Wellington

CBD store

•In-store NPS 80.5 (FY23: 77.3)

Warehouse Stationery

Sales $231.9m (down 6.7%)

Online sales 8.0% of total sales

Operating profit $12.9m (FY23: $23.0m)

•Double-digit Print & Copy Centres growth

in FY24

•New Store - Wānaka SWAS

•BizRewards – 30,000 strong membership

base to leverage

•In-store NPS 86.0 (FY23: 77.0)

Noel Leeming

Sales $1.0b (down 5.3%)

Online sales 10.2% of total sales

Operating profit $17.3m (FY23: $27.3m)

•Difficult trading conditions, impacted by

reduced discretionary spend and an

increasingly competitive market

•Tech Solutions continues to be

differentiator

•New store - Wānaka, relocated

Greymouth to a bigger site

•In-store NPS 76.8 (FY23: 75.1)

14
Strategic reset

We can and will do better and that starts with getting back to being a great retail business that

delivers products that Kiwi families want, at great prices.

FROM

TO

Group ecosystem strategy

Brand-led strategies enabled by

Group scale

Agile operating modelRetail operating model

Investment in digital platforms

Significant change with modernisation

of core systems

Focus on core retail functions

Limit change, leverage platform

investment, derive benefit

15
Brand focused leadership

Interim Chief Executive Officer

John Journee

Human

Resources

Finance, Tech,

Data & Property

OperationsMerchandising

Supply Chain &

Sourcing

Marketing &

Digital

Noel Leeming

Mark StirtonRichard ParkerIan CarterTania BenyonMark AndertonJason BellHannah Russell

Jo Mitchell

16
The Warehouse is key to our turnaround

Fighting Fit

Deliver

Everyday Low

Prices with the

right range of

products

Be an Everyday

Low-Cost

retailer

Win key family

shopping

missions &

moments

Actively

engage with

our Customers

& Communities

Strategies to win

17
Refreshing our ranges

18
Refreshing our ranges

19
Noel Leeming and Warehouse Stationery

FY25 Q1 update
•FY25 Q1 Group sales of $668.0 million, a decrease of 2.5%

compared to the same period last year.

•An improvement from the 5.9% decline we experienced

in FY24 Q4, and ahead of the market.

•One of our key areas of focus has been our pricing

strategy. Average retail selling prices were down 7.9%

resulting in a 6.4% increase in units sold –

demonstrating that customers are responding positively

to our more competitive pricing.

•Same store foot traffic decreased 0.8%, but customer

conversion rates improved by 242 basis points to 58%.

Although basket sizes are constrained as customers

prioritise essential categories and clearance items, we

are optimistic about the engagement we’re seeing.

•Noel Leeming is growing market share in a contracting

market, which speaks to the strength of the value

proposition.

•The Warehouse margin was the most challenged during

the quarter, as lower margin product mix changes year

on year – and this remains a key focus for us.

20

Looking ahead
•Our plan to get Fighting Fit is underway, with our focus

firmly on trading each of our core brands and

refreshing key product ranges at better value.

•However, these changes will take time to fully show

results, and we’re mindful that a sustained

improvement in performance also relies on the broader

economy bouncing back. While we’re making progress,

we expect our near-term results to remain mixed as the

benefits of our improved product offer are muted by

challenging market conditions.

•We remain cautious as we look ahead to Christmas and

expect the trading environment to remain tight and

highly competitive.

•With our focus firmly back on trading our retail brands

and delivering the bargains our customers expect and

deserve from us, the team and I look forward to

reporting on our progress in the coming months.

21

22
Resolutions

1.Re-election of John Journee

2.Re-election of Rachel Taulelei

3.Re-election Antony Carter

4.Setting of Auditor Fees

23
Resolution 1

Resolution 1Voted%

For

195,223,642 97.76

Against

915,3730.46

Discretionary

3,555,3351.78

Abstain

158,282

n/a

Re-election of John Journee

24
Resolution 2

Resolution 2Voted%

For

195,289,78797.79

Against

858,4360.43

Discretionary

3,554,1971.78

Abstain

150,212

n/a

Re-election of Rachel Taulelei

25
Resolution 3

Resolution 3Voted%

For

195,178,61197.73

Against

981,0710.49

Discretionary

3,546,6351.78

Abstain

146,315

n/a

Re-election of Antony Carter

26
Resolution 4

Resolution 4Voted%

For

195,770,79998.07

Against

332,8990.17

Discretionary

3,522,3021.76

Abstain

226,632

n/a

Fix the fees and expenses of the auditors

26

Shareholder & Proxyholder Voting
Once the voting has been opened, the

resolutions and voting options will allow

voting.

To vote, simply click on the Vote tab, and

select your voting direction from the options

shown on the screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the tick

appears. To change your vote, select ‘Change

Your Vote.

Participation in virtual meeting – Voting

27

28
General Business

and Q&A

Written Questions:
Questions may have been submitted ahead

of the meeting. If you have a question to

submit during the live meeting, please select

the Q&A tab on the right half of your screen at

anytime. Type your question into the field and

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Help:

The Q&A tab can also be used for immediate

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representative will respond to you directly.

Participation in virtual meeting – Q&A

29

Thank you
Helping Kiwis live better every day

31
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

financial statements for the 52 weeks ending 28 July 2024,

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.

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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