Notice of 2026 Annual Shareholders' Meeting

Notice of The Warehouse
Group 2026 Annual
Shareholders’ Meeting
FRIDAY 27 NOVEMBER 2026, 10:00am

Dear fellow shareholder,
It is my pleasure, on behalf of the
Board, to invite you to the 2026
Annual Shareholders’ Meeting of The
Warehouse Group Limited. The meeting
will be held on Friday 27 November
2026 at 10:00am (New Zealand
time), at our Store Support Office at
26 The Warehouse Way, Northcote,
Auckland, New Zealand and online
through the MUFG Pension & Market
Services meeting platform at www.
virtualmeeting.co.nz/whs26.
Please see the Notice of Meeting for
information on how to participate
online.
Group Chief Executive Officer,
Mark Stirton, and I will review the
performance of the Company during
the year to 2 August 2026 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,
and consideration of a shareholder
proposal.
In accordance with the requirements of
the NZX Listing Rules, Dean Hamilton
will retire from the Board at the Annual
Shareholders’ Meeting. Dean offers
himself for re-election.
In addition, the Board appointed
Carrie Kirkman as a director effective
1 November 2026, and, as required by
the NZX Listing Rules, Carrie Kirkman
will also retire and offers herself for
re-election. The Board unanimously
supports the re-election of Dean
Hamilton and Carrie Kirkman.
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, on the basis that
the Company reserves the right not
to address questions that were not
received by the close of business on
Friday, 20 November 2026 (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 MUFG Pension
& Market Services by 10:00am (New
Zealand time) on Wednesday, 25
November 2026.
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,
John Journee
Chair
30 October 2026

John Journee

Notice of The Warehouse Group 2026 Annual Shareholders’ Meeting
2
Friday 27 November 2026, 10am at The Warehouse Group Store Support Office, 26 The
Warehouse Way, Northcote, Auckland, New Zealand and online through the MUFG Pension &
Market Services meeting platform at www.virtualmeeting.co.nz/whs26
Business of the meeting
Chair’s Address
Group Chief Executive Officer’s Review
Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1
That Dean Hamilton be re-elected as a director of the Company.
Resolution 2
That Carrie Kirkman be re-elected as a director of the Company.
Resolution 3
That the directors are authorised to fix the fees and expenses of the auditors for the ensuing year.
Resolution 4 - Shareholder Proposal
That shareholders recommend that the Board disclose, for each property owned by the Company’s subsidiary Eldamos
Investments Limited (including the sites at Balmoral, The Warehouse Way in Northcote, and Rolleston):
(a) a current independent market valuation, alongside the property’s carrying value in the Company’s accounts;
(b) the annual income the property earns, or the market rent the Group avoids by occupying it, and the return that
represents on the property’s market value; and
(c) the Board’s assessment, with reasons, of whether shareholders would be better served by retaining the property
or by selling it and returning the net proceeds to shareholders by way of a capital return or a fully imputed special
dividend.
Other Business
To consider such other business as may be properly raised at the meeting.
Explanatory notes
Resolution 1 – Director re-election
In accordance with NZX Listing Rule 2.7.1, Dean Hamilton retires and, being eligible, offers himself for re-election.
The Board has determined, in its view, that Dean Hamilton is an independent director. The Board unanimously
recommends that you vote in favour of the re-election of Dean Hamilton as a director.
Dean Hamilton
BCA
Term of Office:
Appointed 20 April 2020 and last re-elected at the 2023 Annual Meeting.
Dean has significant governance, CEO and financial markets experience. Dean is currently
chair of Fulton Hogan and Ryman Healthcare and a director of Auckland Airport. In an
executive capacity, Dean was most recently the 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. Dean’s prior experience includes 12 years at global investment firm
Deutsche Bank, working in both Australia and New Zealand, where he was a Managing
Director in Investment Banking.

Notice of The Warehouse Group 2026 Annual Shareholders’ Meeting
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Resolution 2 – Director re-election
In accordance with NZX Listing Rule 2.7.1, Carrie Kirkman retires and, being eligible, offers herself for re-election.
The Board has determined, in its view, that Carrie Kirkman is an independent director. The Board unanimously
recommends that you vote in favour of the re-election of Carrie Kirkman as a director.
Carrie Kirkman
Term of Office:
Appointed 1 November 2026
Carrie Kirkman brings extensive retail leadership experience across Australia and North
America, with expertise in merchandise strategy, marketing, brand development,
customer proposition, and business transformation. Most recently, Carrie was Chief
Merchandise and Marketing Officer at Target Australia, where she led merchandise and
marketing and played a key role in the business’s transformation. Her previous executive
roles include President and Chief Merchant of Sears Canada, President of Jones Group
Canada and interim chief executive roles focused on transformation and digital growth.
Carrie’s governance experience includes serving as an independent director of Canadian
apparel company White House Design, Chair of G(irls)20 and Vice-President of the Board
of the Canadian Club of Toronto.
Resolution 3 – Fixing of auditor’s fees and expenses
PricewaterhouseCoopers is automatically reappointed as auditor under section 207T of the Companies Act 1993.
Resolution 3 authorises the directors to fix the fees and expenses of the auditor.
Resolution 4 – Shareholder proposal
Shareholder Thomas Nathan Scrivener submitted a non-binding proposal to the Company on 15 October 2026, under
clause 9 of the First Schedule to the Companies Act 1993. As of 15 October 2026, Mr Scrivener held 8,333 ordinary shares
in the Company. The following explanatory statement has been provided by Mr Scrivener for publication. Following
that are the Board’s comments on the proposal.
Explanatory statement from the proposing shareholder
Value that is not in the share price
At the 2025 Annual Shareholders’ Meeting, Group Chief Executive Mark Stirton told shareholders:
“We’ve got $150 million worth of property, freehold property sitting on our balance sheet, that’s not valued at the right
number. So that in itself is value that’s sitting there. That’s not in our share price currently.”
The Company’s accounts carry its land and buildings at historical cost less depreciation, just $47 million, against the Chief
Executive’s figure of $150 million, or about 43 cents per share. At the closing price of 66 cents on 14 October 2026, the
market values the whole Company at $229 million. The three freehold properties alone are therefore worth roughly two-
thirds of the Company’s market value, implying the market values the rest of the business, including 84 The Warehouse,
67 Warehouse Stationery and 66 Noel Leeming stores, at only $79 million.
Shareholders cannot judge whether the freehold properties are earning their keep. This resolution asks for that
information, and for the Board’s view on what should be done with the properties.
The three sites
The properties are held by wholly owned subsidiary Eldamos Investments Limited across 13 titles on three sites, with no
mortgage registered against any of them. Their current rating valuations total about $139 million. Rating valuations are
not market valuations, which is why the resolution asks for an independent valuation.
• Balmoral. A 1.2 hectare site spanning ten titles. In 2014 Eldamos sought a plan change to replace the store with a
7,130 m² development comprising a new Warehouse store, 34 apartments and 234 car parks. The store was closed
and, more than a decade later, the site has not been redeveloped. At its rating valuation of $37 million, it represents a
substantial amount of shareholders’ capital tied up for more than a decade.
• The Warehouse Way, Northcote. Two titles totalling 3.9 hectares: the head office, with a rating valuation of $65
million, and an adjoining car park on its own title at $15 million. In February 2026, the Company cut 270 head office
roles and moved some functions to Tata Consultancy Services. With a substantially smaller head office team, the
headquarters appears underutilised, and part of the car park may be surplus to requirements. The Company could
sell the property and either lease back the space it needs or move to offices better suited to its current size.
• Rolleston. A 1.8 hectare lot at Rolleston Square, 15 Masefield Drive, bought in 2014 and developed jointly with
Rolleston Retail Limited, where Group stores opened in late 2017. Unlike most of the Group’s stores, which are leased,
it is owned freehold. A sale and leaseback could release $21 million at its rating valuation.
For Northcote and Rolleston, whether a sale makes sense depends on the rent the Company would then pay. If that rent
is less than shareholders could earn on the capital returned to them, a sale would leave them better off.

Notice of The Warehouse Group 2026 Annual Shareholders’ Meeting
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Returning the proceeds
Should some or all of the properties be sold, the net proceeds could be returned to shareholders tax-efficiently. With net
debt of just $17 million at 2 August 2026 and a liquidity buffer of $328 million, the Company could likely return all of the
proceeds, though the Board could apply part to debt reduction if it considered that prudent.
• Capital return. A return of capital by pro rata cancellation of shares can be tax-free to shareholders where the
amount paid does not exceed available subscribed capital per share and is at least 15% of the Company’s market
value.
• Special dividend. Alternatively, the Company’s imputation credit balance of $108 million is enough to fully impute a
cash dividend of $277 million, well above the $150 million the properties may be worth.
Why vote in favour
This resolution asks the Board to tell shareholders what the property is worth, what it earns, and whether holding it is a
better use of their capital than returning it to them.
The Warehouse Group Board’s comment on shareholder proposal and explanatory statement
The Board notes Mr Scrivener’s proposal and agrees that the Group’s freehold properties hold significant value.

Sites. Mr Scrivener has correctly identified the three sites owned by our property company Eldamos Investments
Limited, being the sites at Northcote (Support Office), Rolleston and Balmoral.

Value. These sites have a combined rating valuation of approximately $138 million. This is well above their carrying value
of approximately $61 million. The Board considers rating valuations a reasonable guide to the combined value of the
sites.

Income. The Group occupies the Support Office and most of the Rolleston site, so it pays no rent on them. Independent
valuations confirm the rent avoided is consistent with market yields on the sites’ rating valuations. Selling and leasing
them back would add a material annual cost and absorb a significant share of current earnings early in our turnaround.
Balmoral and the land adjoining the Support Office generate limited current income but provide longer-term
development optionality.

Board assessment. The Board has considered retaining the properties, selling them and returning the net proceeds to
shareholders, and selling them to reinvest the net proceeds in the business. The Board believes retaining the properties
is in the Company’s best interests at this time.
• Selling the Support Office or Rolleston would introduce additional ongoing rent while the Group is rebuilding
earnings.
• The Group does not require the proceeds to fund its current investment programme or strengthen the balance
sheet.
• Returning the proceeds, whether by capital return or special dividend, would not improve the underlying
business. It would reduce the value of its shares available to trade (and so trading liquidity), and the asset backing
and earnings that support the Group’s bank funding. A special dividend would also use imputation credits that
support future ordinary dividends.
• It is too early to reinvest capital at this scale before returns from the Group’s turnaround programme are proven.
• Ownership provides financial strength and flexibility, including the option to develop or realise value from
Balmoral over time.

Ongoing review. The Board keeps capital management and the property portfolio under continuous review. As the
strategy progresses and the balance sheet strengthens further, the Board may consider alternatives for individual
sites. Any decision would consider balance sheet requirements, investment opportunities with proven returns and the
potential to return surplus capital to shareholders.

Board response. The Board considers that this commentary substantially addresses the information requested under
Mr Scrivener’s proposal. The remaining information requested comprises commercially sensitive site-level independent
valuations, which the Board considers should remain confidential to protect the Company’s interests. Accordingly, no
further disclosure is proposed should Resolution 4 pass. The Chair intends to vote all undirected proxies against the
resolution.
For and on behalf of the Board
John Journee
Chair, The Warehouse Group Limited
30 October 2026

Notice of The Warehouse Group 2026 Annual Shareholders’ Meeting
5
Procedural Notes
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 Warehouse Group Store Support Office, 26 The
Warehouse Way, Northcote, Auckland, New Zealand, 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 MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/whs26.
Shareholders will require their CSN/Holder Number for verification purposes.
Please refer to the MUFG Pension & Market Services Virtual Meeting Guide at https://mail.cm.mpms.mufg.com/MUFG/
MUFG_VirtualMeetingGuide.pdf for more information.
If you have any questions, or need assistance with the online process, please contact MUFG Pension & Market Services on
+64 9 375 5998 between 8.30am and 5.00pm Monday to Friday or by email to meetings.nz@cm.mpms.mufg.com.
Entitlement to vote
Only shareholders whose names are registered on the share register at 5pm on Wednesday 25 November 2026 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 https://nz.investorcentre.mpms.mufg.com/voting/WHS.
If you wish to appoint a proxy to attend online via the MUFG Pension & Market Services 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 Resolutions 1 - 3, and against
Resolution 4.
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, MUFG Pension & Market Services, not less than 48 hours before
the commencement of the meeting, that is not later than 10:00am (New Zealand time) on Wednesday 25 November
2026. You can return your voting instructions through any method provided to you on the Proxy Form. Online proxy
appointments must also be received by 10:00am (New Zealand time) on Wednesday, 25 November 2026. 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.

Notice of The Warehouse Group 2026 Annual Shareholders’ Meeting
6
Directions for shareholders attending the
Annual Shareholders’ Meeting
The in-person aspect of the Annual Shareholders’ Meeting of the Company will be held at The Warehouse Group Store
Support Office, 26 The Warehouse Way, Northcote, Auckland, New Zealand on Friday 27 November 2026, commencing at
10:00am.
There will be free parking onsite, please follow the directions on the map below, and our team members will be on the
ground to help direct you to a car park and the entrance to the meeting.
To build exceptional retail brands that customers
love, our team take pride in, and that deliver
sustainable shareholder returns.
He waihanga i ngā waitohu hokohoko kōhure e
kaingākautia ana e ngā kiritaki, e whakahī ai tō
mātou tīma, ā, e hua ai he painga ahumoni toitū
mō ngā kaiwhaipānga.

---

Lodge your proxy
Online
https://nz.investorcentre.mpms.mufg.com/voting/WHS
Scan & email
meetings.nz@cm.mpms.mufg.com
Proxy Form/Admission Card for the Warehouse Group Limited 2026 Annual
Shareholders’ Meeting
Notice is hereby given that the Annual Shareholders’ Meeting of The Warehouse Group Limited (“the Company”) will be held at
The Warehouse Group Store Support Office, 26 The Warehouse Way, Northcote, Auckland, New Zealand and online through the
MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/whs26 at 10:00am (New Zealand time) on Friday,
27 November 2026. You will require your CSN/Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with
the lodgment instructions above) to The Warehouse Group Limited’s share registry, MUFG Pension & Market Services, by no later
than 10:00am on Wednesday, 25 November 2026. You can also appoint your proxy and vote on the resolutions on the reverse of
this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/WHS or by scanning the QR code above with your
smartphone.
Friday 27 November 2026 at 10:00am (New Zealand time)
CSN/Holder Number: <CSN/Holder Number>
The Warehouse Group Store Support Office, 26 The
Warehouse Way, Northcote, Auckland, New Zealand
*Barcode*
www.virtualmeeting.co.nz/whs26
Mail
Use the enclosed reply paid envelope or
address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
Email
enquiries.nz@cm.mpms.mufg.com
Scan this QR
Code with your
smartphone
and vote online
Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a
proxy to attend the meeting and vote on your behalf, unless
specifically excluded. The proxy need not also be a shareholder.
If you wish, you may appoint “The Chair of the Meeting” as your
proxy or as alternative to your named proxy. The Chair of the
Meeting intends to vote all discretionary proxies in favour of
Resolutions 1 - 3, and against Resolution 4.

Voting of your holding
Direct your proxy how to vote by making the appropriate
election, either online or on this Proxy Form, in respect of each
resolution. If you return this form without directing the proxy
how to vote on any particular matter, the proxy may vote as he/
she thinks fit or abstain from voting. If you make more than
one election in respect of a resolution your vote will be invalid
on that resolution. If this Proxy Form is returned duly signed by
a Shareholder with voting instructions included, but without
specifying a person that is appointed as proxy, the Chair of
the Meeting is deemed to be the proxy for the purpose of that
form, but only to vote to the extent of the voting instructions
provided.

Attending the meeting
If you plan to attend the meeting in person, please bring this
Admission Card/Proxy Form intact as the barcode will assist in
your registration.

If you plan to attend the meeting virtually, you can join via the
MUFG Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/whs26. You will require your CSN/
Holder Number for verification purposes.

A corporation may appoint a person as its representative to
attend and vote at the Meeting in the same manner as that in
which it could appoint a proxy. That person need not also be a
shareholder.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign
the Proxy Form.

Joint Holding
Where the holding is in more than one name, at least one
joint shareholder should sign this form (on behalf of all joint
shareholders). If different joint shareholders purport to appoint
different proxies, the vote of the proxy appointed by the first
named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a
copy of the power of attorney under which it was signed (if not
previously provided to the Registrar), and a signed certificate of
non-revocation of the power of attorney must accompany this
Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer
or director must sign this Proxy Form. Persons who sign on
behalf of a corporate shareholder must be acting with that
corporate shareholder’s express or implied authority.
Go online to https://nz.investorcentre.mpms.mufg.com/voting/WHS to appoint your proxy
Phone
+64 9 375 5998
General Enquiries

2Proxy Form/Admission Card for the Warehouse Group Limited 2026 Annual Shareholders’ Meeting
Step 1Appoint a Proxy / Corporate Representative
I/We being a shareholder/s of The Warehouse Group Limited hereby appoint:
NameEmail Address
or failing him/her:
NameEmail Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 10:00am on
Friday, 27 November 2026, and at any adjournment of that Meeting.
Step 2Items of Business – Voting Instructions
Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to
decide how to vote on the resolution, tick the box “Proxy’s discretion”. Please note for each resolution you must tick
one box.
To consider and, if thought fit, pass the following
ordinary resolutions:
FORAGAINSTABSTAINPROXY
DISCRETION
1. That Dean Hamilton be re-elected as a director of
the Company.
2. That Carrie Kirkman be re-elected as a director of
the Company.
3. That the directors are authorised to fix the fees and
expenses of the auditors for the ensuing year.
4. That shareholders recommend that the Board
disclose, for each property owned by the
Company’s subsidiary Eldamos Investments
Limited (including the sites at Balmoral, The
Warehouse Way in Northcote, and Rolleston):
(a) a current independent market valuation,
alongside the property’s carrying value in the
Company’s accounts;
(b) the annual income the property earns, or the
market rent the Group avoids by occupying it,
and the return that represents on the property’s
market value; and
(c) the Board’s assessment, with reasons, of
whether shareholders would be better served
by retaining the property or by selling it and
returning the net proceeds to shareholders by
way of a capital return or a fully imputed special
dividend.
CSN/Holder Number: 123456789
*Barcode*

3Proxy Form/Admission Card for the Warehouse Group Limited 2026 Annual Shareholders’ Meeting
Step 3Shareholder Questions
Shareholders attending the Annual Shareholders’ Meeting virtually, or in person, will have the opportunity to ask
questions during the meeting. If you cannot attend the Annual Shareholders’ Meeting but would like to ask a
question, you can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/WHS and
completing the online validation process or complete the question section below and return to MUFG Pension
& Market Services in the envelope enclosed. Questions will need to be submitted by 10:00am on Wednesday, 25
November 2026. The Board will endeavour to address and answer questions at the Annual Shareholders’ Meeting.
Question:
Step 4Signature of Shareholder(s) This section must be completed
Shareholder 1
or duly authorised officer or attorney
Shareholder 2
or duly authorised officer or attorney
Shareholder 3
or duly authorised officer or attorney
Contact NameContact Daytime TelephoneDate
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