Notice of 2025 Annual Shareholders' Meeting

1
THE THE
WAREHOUSE WAREHOUSE
GROUPGROUP
Dear fellow shareholder,
It is my pleasure, on behalf of the Board, to invite you to the 2025 Annual Shareholders’ Meeting
of The Warehouse Group Limited. The meeting will be held on Friday 28 November 2025 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/whs25.
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 3 August 2025 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, Caroline Rainsford and I,
Dame Joan Withers, will each retire from the Board at the Annual Shareholders’ Meeting.
Caroline Rainsford offers herself for re-election. As previously disclosed, I will not be seeking
re-election. The Board has appointed John Journee to take over as Chair, effective from the
close of the meeting.
Robbie Tindall has also made the decision to retire from the Board effective from the close of
the Annual Shareholders’ Meeting.
In addition, the Board appointed Hamish Rumbold as a director effective 1 November 2025,
and, as required by the NZX Listing Rules, Hamish Rumbold will also retire and offers himself
for re-election. The Board unanimously supports the re-election of Caroline Rainsford and
Hamish Rumbold.
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, 21 November 2025 (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, 26 November 2025.
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
Notice of The Warehouse Group
2025 Annual Shareholders’ Meeting
DAME JOAN WITHERS
31 October 2025
FRIDAY 28 NOVEMBER 2025, 10:00am

2
THE THE
WAREHOUSE WAREHOUSE
GROUPGROUP
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 Caroline Rainsford be re-elected as a director of the Company.
Resolution 2
That Hamish Rumbold 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.
Other Business
To consider such other business as may be properly raised at the meeting.
Friday 28 November 2025, 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/whs25
2
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.
Caroline Rainsford
BCom (Hons)
Term of Office:
Appointed 30 August 2022
and last re-elected at the
2022 Annual Meeting.
Explanatory notes
Resolution 1 – Director re-election
In accordance with NZX Listing Rule 2.7.1,
Caroline Rainsford retires and, being eligible,
offers herself for re-election.
The Board has determined, in its view, that
Caroline Rainsford is an independent director.
The Board unanimously recommends that you vote
in favour of the re-election of Caroline Rainsford as
a director.

3
Explanatory notes (continued)
Hamish Rumbold is a Non-Executive Director
with multi-sector expertise across key governance
domains: customer experience, digital and data
strategy, technology transformation, cybersecurity,
and risk & compliance. He is a governance
professional and a graduate of the Australian
Institute of Company Directors (AICD). Hamish
currently serves as a Non-Executive Director
for House of Travel Holdings and Livestock
Improvement Corporation (LIC). He is also the
Non-Executive Director and Chair of Perigee
HoldCo Limited, a majority private equity-owned
FX remittance business trading. Hamish previously
held general management and executive roles with
Air New Zealand and Kiwibank.
Hamish Rumbold
BCom/BProp
Term of Office:
Appointed 1 November 2025
Resolution 2 – Director re-election
In accordance with NZX Listing Rule 2.7.1,
Hamish Rumbold retires and, being eligible,
offers himself for re-election.
The Board has determined, in its view, that
Hamish Rumbold is an independent director.
The Board unanimously recommends that you vote in
favour of the re-election of Hamish Rumbold as a director.
THE THE
WAREHOUSE WAREHOUSE
GROUPGROUP
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.
Procedural Notes
Ordinary Resolutions
Resolutions 1 to 3 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/whs25, click ‘Go’ on The Warehouse Group Limited meeting tile and then click ‘JOIN MEETING NOW’.
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.
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 MUFG Pension & Market Services
on +64 9 375 5998 between 8.30am and 5.00pm Monday to Friday or by email to enquiries.nz@cm.mpms.mufg.com.
Entitlement to vote
Only shareholders whose names are registered on the share register at 5pm on Wednesday 26 November 2025
are entitled to exercise the right to vote at the meeting. There are no voting restrictions.

4
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 28 November 2025,
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.
Directions for shareholders attending the Annual Shareholders’ Meeting
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 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, 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
26 November 2025. 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, 26 November
2025. 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.
THE THE
WAREHOUSE WAREHOUSE
GROUPGROUP

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Go online to https://nz.investorcentre.mpms.mufg.com/voting/WHS to appoint your proxy

LODGE YOUR PROXY
















Proxy Form for The Warehouse Group Limited 2025 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/whs25 at 10:00am (New Zealand time) on Friday, 28 November 2025. 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, 26 November
2025. 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 28 November 2025 at 10:00am (New Zealand time)


The Warehouse Group Store Support Office
26 The Warehouse Way, Northcote, Auckland, New Zealand

www.virtualmeeting.co.nz/whs25

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 the relevant resolution.

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/whs25. 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.



Online
https://nz.investorcentre.mpms.mufg.com/voting/WHS

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online


Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of The Warehouse Group Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of the Company to be held at 10:00am on Friday, 28 November
2025, and at any adjournment of that Meeting.

Step 2 Items 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.







Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders’ Meeting virtually 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 close of business on Friday, 21 November 2025. The
Board will endeavour to address and answer questions at the Annual Shareholders’ Meeting.

Question:

Step 4 Signature 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 Name


Contact Daytime Telephone


Date

Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1.That Caroline Rainsford be re-elected as a director of the Company.



2. That Hamish Rumbold 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.