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2025 Annual Shareholders' Meeting Materials

AGM27 November 2025WHSConsumer Discretionary

NZX | Media release – 28 November 2025

2025 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 here at The Warehouse Group offices – we are

thrilled to be able to use our own facilities for this annual meeting.

My name is Dame Joan Withers, and I am the Chair of The Warehouse Group.

Today’s meeting is being conducted both in person and online.

We are very pleased to welcome those of you participating online through the virtual meeting

platform provided by our share registrar, MUFG Pension & Market Services. I’ll provide you

with further instructions as we progress through the meeting, but if you encounter any

issues, please refer to the virtual meeting online portal guide or you can phone the helpline

on 0800 200 220.

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

Executive Team, I extend a very warm welcome to you all to our Annual Shareholders

Meeting – both to those of you here in person today and everyone online.

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: John Journee, Dean Hamilton, Robbie

Tindall, Tony Carter, Rachel Taulelei, Caroline Rainsford, Hamish Rumbold, our Group CEO

Mark Stirton and Group CFO Stefan Knight.

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

Finally, I’d like to welcome the team from PricewaterhouseCoopers, our company auditor,

and the team from our share registrar, MUFG Pension & Market Services.

They will help conduct the voting on the formal business later in the meeting and act as

scrutineer.

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Meeting Agenda

Before we proceed 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 I will give an overview of the year that

has been. Our incoming Chair, John Journee, will then address you and introduce himself.

Our Group CEO, Mark Stirton, will provide an update on our strategy, a recap of our FY25

annual results, an update on the first quarter of the current financial year, and commentary

on the remainder of FY26.

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

re-election of two Directors, Caroline Rainsford and new Director Hamish Rumbold, and

authorising the setting of the auditor's fees.

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

items. We will respond to those questions during the Q&A session for each resolution.

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

resolutions at that point in the agenda.

Voting will remain open for 5 minutes after the conclusion of the meeting.

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 general

questions until that time.

We will now move to the formal agenda.

The notice convening today’s meeting was circulated to shareholders on 31 October.

I note that a quorum is present, so I am pleased to declare the 2025 Annual Shareholders’

Meeting of The Warehouse Group officially open and underway.

Proxies

Proxies have been received from 279 shareholders, representing 196,398,462 voting

shares. This represents 56.62% of the voting shares in the Company.

I will provide further details on proxies for each resolution at that time.

Annual Report

The Financial Statements for the 53 weeks ended 3 August 2025, together with the Auditor’s

report, are set out in the Company’s 2025 Annual Report, which was released to the NZX on

2 October 2025.

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

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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

During this annual meeting, anyone in the room or online will be able to ask questions and

vote. I encourage you to do so.

For those of you online, you can send through your questions at any time through the online

portal by clicking the “Ask a question” button within the virtual meeting platform.

Select the item of business, type in your question, and click Submit. I encourage you to do

this as early as possible so we can answer your questions at the appropriate time in the

meeting. Please note that online questions may be moderated or, amalgamated together if

we receive multiple questions on one topic.

Now, we move to the substantive part of my presentation.

FY25 Year in Review

FY25 was one of the most demanding years in recent memory for The Warehouse Group,

shaped by tough economic conditions and a sharp decline in consumer confidence.

Rising unemployment and tighter household budgets led to a significant slowdown in

discretionary spending, while competition across the retail sector intensified.

We made deliberate choices to reset the business. FY25 was a year of streamlining our

operating model, resetting price points, improving product ranges, and applying stronger

discipline to cost and capital management. These actions were essential to lay the

foundation for a turnaround.

Group sales held steady at $3.1 billion. It is important to note that FY25 included an

additional trading week. On a like-for-like basis, sales were flat, reflecting resilience in a

difficult market.

Conversion improved, and unit sales grew strongly across all three brands, with encouraging

momentum in the second half, particularly at The Warehouse and Noel Leeming.

Margin came under pressure, and profitability suffered as a result. Gross margin declined by

140 basis points, significantly impacting the Group’s bottom line. This was primarily driven by

early price resets at The Warehouse and a category mix skewed toward lower-margin

products.

The second half brought some improvement. Category mix strengthened, and unit growth

lifted across the Group, supported by sharper pricing and on-trend products, especially in

home, apparel, toys, and beauty at The Warehouse. We also introduced new brands as part

of our range refresh.

Cost control remained a clear focus. CODB decreased by 40 basis points to 32.2% of sales,

despite inflationary pressures on rent, utilities, and wages.

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Capital management was disciplined. Projects were rationalised, and elevated IT spend

tapered off. Capital expenditure fell to $12.4 million, down significantly from $39 million in

FY24.

Operating profit was $1.3 million, and we reported a net loss of $2.8 million. Given this

financial performance, the Board determined it should not declare a dividend for FY25.

That is deeply disappointing, and I want to acknowledge the impact on our shareholders. As

you will hear through Mark’s presentation, we are taking comprehensive action to restore

profitability and deliver value back to our shareholders.

While we made progress on cost control during FY25, it was not enough to offset the margin

decline, and as announced with our Q1 trading update earlier this month, work is underway

to further reduce our cost base. Again Mark will take you through additional details on this

shortly.

We now have a new leadership team in place. They are aligned on our goals, focused on

execution, and committed to accelerating progress to rebuild profitability and unlock the full

potential of our brands.

The appointment of Mark Stirton as Group Chief Executive Officer, effective 1 August, was a

pivotal moment for The Warehouse Group. After a comprehensive global search, the Board

was unanimous that Mark is the right person to lead the company forward.

Mark brings outstanding experience and capability. His decade at Mr Price Group, including

as Group Chief Financial Officer, combined with his Chartered Accountancy qualifications

and MBA in business transformation, give him the qualifications and experience, commercial

credibility and strategic insight to deliver the performance needed to create value for

shareholders.

He has already hit the ground running. Mark is leading with intent and driving momentum,

bringing disciplined control to operating costs and capital expenditure, and sharpening the

focus on retail fundamentals to turn the business around.

Changes to the Board of Directors

I want to take a moment to acknowledge some important changes to our Board.

Today, we recognise Robbie Tindall, who is retiring from the Board at this Annual

Shareholders’ Meeting.

Robbie joined as a Director in 2020, after several years as an Alternate Director for Sir

Stephen Tindall. His deep understanding of our business, his passion for sustainability, and

his steady guidance have been invaluable. He has also been a very valued colleague to me

and my fellow directors.

Robbie leaves to dedicate more time to K1W1 – the Tindall entity which invests in early-

stage startups in New Zealand across a diverse range of industries, and we wish him every

success.

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We are delighted to welcome Hamish Rumbold, who joined the Board on 19 November, and

is standing for re-election today.

Hamish brings extensive experience in brand and customer strategy, digital and technology,

and retail leadership. His skills strengthen the Board’s capability.

And finally, as I foreshadowed when I stood for re-election in 2022, , this is my last Annual

Shareholders’ Meeting as Chair and as a Director of The Warehouse Group.

Over the past nine years, I have had the privilege of leading this iconic New Zealand

business through periods of growth and through some of the most challenging times in our

history.

The past few years have been particularly difficult, and I want to acknowledge the impact on

our shareholders. The Company’s performance has weighed heavily on the Board and on

me personally.

Despite these challenges, I am proud of the resilience this company has shown. We are not

yet where we want to be, but we have a clearer focus, stronger leadership, and a renewed

determination to deliver for all our stakeholders.

To our shareholders, our customers, our team members, and my fellow Directors, thank you.

Your support and commitment have meant a great deal to me. It has been an honour to

serve as Chair.

I am delighted that John Journee will succeed me as Chair following today’s meeting.

John’s experience on the Board and in executive roles within the Group, including his time

as Interim CEO, means he brings both operational insight and strong governance capability.

His appointment provides continuity and confidence as the Group moves into its next phase

of transformation and growth.

I will now hand to John, so that he can address you as our incoming Chair.

Incoming Chair Address – John Journee

It is a great honour to stand before you today as the incoming Chair of The Warehouse

Group. I take this responsibility seriously and am deeply committed to serving and returning

value to you, our shareholders.

Before I speak about the future, I want to acknowledge Joan’s extraordinary contribution.

Over the past nine years, Dame Joan has led this Board with clarity, courage, and

unwavering commitment. Her leadership has been decisive, her integrity absolute, and her

belief in this company steadfast, even through our most challenging times, including the

Covid-19 pandemic and the tough decisions of the past 18 months.

Joan has been instrumental in shaping The Warehouse Group’s governance. Under her

leadership, we strengthened our focus on sustainability, advanced gender equity, and

navigated significant transformations. She has ensured this company reflects the

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communities we serve, and her influence has helped position The Warehouse Group as a

leader in responsible retailing.

On behalf of the Board, management, and our team, Joan, thank you. It has been a true

privilege to work alongside you.

As I step into this role, my focus is clear. While I bring continuity and stability, my priority will

be supporting the pace, discipline and initiative required to execute our turnaround.

My experience spans more than 40 years in retail, including 23 years with The Warehouse

Group in both executive and governance roles.

I understand our heritage and what made us great. And most recently, I had the opportunity

to serve as Interim CEO, which gave me deep insight into the operational realities of the

business and the opportunities to improve.

I am passionate about our brands, our people, and our customers. I know the challenges we

face, and I also know the potential we have to unlock. My commitment is to work closely with

Mark Stirton and the leadership team to ensure we deliver on the critical value drivers for this

business. That means sharper execution, more relevant customer connection, and a

relentless focus on rebuilding profitability and creating long-term value for shareholders.

To our shareholders, thank you for your continued support and belief in The Warehouse

Group. We have work to do, and I am confident that we are well positioned to succeed.

Thank you. I will now hand over to Mark Stirton to talk about the Group’s direction and

financial performance.

CEO’s Address – Mark Stirton

Thank you, Joan and John, and good morning everyone.

It is a privilege to address you today at my first Annual Shareholders’ Meeting as Group

Chief Executive Officer.

I want to begin by thanking Dame Joan and John Journee for their leadership and support as

I have stepped into this role. Their guidance has been invaluable during this critical time for

the Group.

My first three months

Since stepping into the CEO role in August, my priority has been to set the playing field and

align the organisation around clear goals and performance expectations.

I firstly want to recognise the commitment of our people. This is a great business with a

passionate team. Across our stores, distribution centres, support office, and product teams,

our people continue to show up every day with determination in what remains a very

challenging retail environment. Their hard work and resilience are crucial to turning this

business around.

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I have set about enabling the business to run at two speeds: reducing costs now to recover

profitability, while continuing to invest in the areas that will strengthen the Group for the long

term, like our stores, product and prices, and our supply chain.

I have spent a great deal of time in our stores and in our distribution centre, listening,

learning, and challenging our teams to solve the issues that affect the customer experience.

The reality is that trading conditions are tough. The economy is slow to recover, household

budgets remain under pressure, and competition is intense. We are working hard to deliver

the products and experiences our customers expect and to improve our financial

performance at pace.

It is clear to me that our competitive advantage lies in our stores, footprint and in our footfall.

We have the highest number of stores of any New Zealand general retailer, with 1.7 million

customers walking through our doors every week. We are embedded in New Zealand

communities, and it is within our gift to show up for these communities and customers better

than we have to date.

It is also apparent that we have work to do on delivering the right range of products at the

right prices. We have taken our eye off the ball on our core brands and core categories, and

we are fixing that now. That means bringing back on-trend products in home and apparel

and ensuring the essential items our customers need are available at value-driven prices.

To enable this, I have set a disciplined direction for the Group, one that balances immediate

performance with long-term growth, and have strengthened our leadership team to improve

execution in critical parts of the business.

Changes to the Executive Leadership Team

Several changes have been made to our Executive Leadership Team to position the Group

for success.

During the year, we welcomed two outstanding new leaders. Stefan Knight joined us as

Group Chief Financial Officer from Spark New Zealand, bringing deep financial expertise

and strategic insight. Shayne Tong came on board as Group Chief Digital and

Transformation Officer from Foodstuffs South Island, adding strong digital and

transformation capability to our team.

We were equally proud to promote high-calibre internal talent. Silv Roest stepped into the

role of Group Chief Legal, Corporate Affairs and Sustainability Officer, while Carrie Fairley

was appointed Chief Merchandise Officer for The Warehouse and Warehouse Stationery.

Our Group Chief Sourcing and Supply Chain Officer, Mark Anderton, who has been based in

Shanghai, will depart in March next year. We thank Mark for his many years of service to the

business and have taken this opportunity to rethink our leadership structure.

Moving forward, sourcing will become part of the Chief Merchandise Officer role, creating a

single home for decisions on our range. At the same time, we have appointed Lyle Brady,

our current GM Supply Chain, to the leadership team as Group Chief Supply Chain Officer,

giving logistics a clear voice at the table.

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As a team, we are aligned on the priorities that matter most – building an unbeatable culture,

rebuilding profitability, unlocking brand potential, and delivering long-term shareholder value.

Group direction

As mentioned, we have reset our Group’s direction.

Our Group purpose is to build exceptional retail brands that customers love, our team take

pride in, and that deliver sustainable shareholder returns.

This is not just a statement; it is the lens through which every decision is made.

Our Group ambition is to be a highly desired retail stock. Our strategy is anchored in

restoring profitability through better trading and positioning the business for sustainable

future growth.

Our Group values remain unchanged: Think Customer, Do Good, and Own It – these values

continue to guide our culture and decision making.

Our strategy will revolve around strengthening and growing our three New Zealand retail

brands, enabling each to lead in its market while leveraging shared services, platforms, and

capital efficiencies.

Later in FY26, we will share a longer-term strategy for the Group and our brands.

Unlocking the potential of our brands

As we look ahead, one thing is clear: the potential of our brands is vast and there are signs

of progress.

Our private label portfolio is a core strength

What is clear to me on review of our merchandise portfolio is that we have a portfolio of very

valuable private label brands which have been built up over decades which our customers

love. Our job to do is to further invest in making these brands and products even more

desirable.

Brand Preference

We are starting to shift consumer preference in key categories. In FY25, The Warehouse

reclaimed the number one spot in toys, with sales up 8% in FY25. We also saw preference

gains in home, apparel, pet care, party supplies, sport and outdoors.

Range Refresh

Customers told us they wanted more excitement, trend, and colour in our ranges. Our teams

have started refreshing most categories within the portfolio starting with home, apparel, and

health and beauty.

Early feedback is encouraging, but this is just the start. We have a lot more work to do, and

our teams are already planning trend-led seasonal collections for summer, and Winter 2026.

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Store Experience and Reach

Our reach remains a strategic advantage. Over 85% of Kiwis live within 20 minutes of one of

our stores. Our key opportunity is to improve our story telling in store. We have great value

products, but we have work to do to improve our visual merchandising and store experience

to make them come to life. Our new Beauty Zones and apparel layout trials are just the

beginning of several transformations customers will see.

Our brand-led strategy is gaining traction. However, we know there is much more to do to

unlock the full potential of our brands in the months and years ahead which is very exciting.

FY25 Annual Results recap

Now moving to the FY25 annual results in more detail.

FY25 Group financial performance

Before we look at the numbers, it’s important to note that FY25 was a 53-week financial

year, compared to 52 weeks in FY24. Where appropriate, we compare FY25 on a 52-week

same store sales basis with FY24, removing the final 53rd week of FY25.

Group sales for the FY25 financial year were up 1.6%, and flat on a 52-week same-store

basis.

Retail conditions were challenging throughout the year in a low-growth economy, and the

year was a story of two halves. While sales declined 1.6% in the first half, we delivered a

turnaround in the second half, with growth of 1.6% on a like-for-like 26-week basis.

The Group pleasingly sold 4.6% more units in FY25. However, this was offset by a 4.4%

decline in average selling price.

Group gross profit margin declined 140 basis points to 32.2%, and had the biggest impact on

profitability in FY25.

Group gross profit margin decreased due to four main factors:

1. The strategic price reset of everyday low prices, particularly in The Warehouse on

existing products.

2. Lower inventory sell-through due to products that did not resonate sufficiently with

our customers, which led to additional clearance activity.

3. Sales contributions from lower-margin categories; and

4. Sales growth in Noel Leeming, our lowest margin brand, which contributed to a

higher percentage of Group gross margin.

The decline in gross profit margin was smaller in the second half than in the first as we saw

more stable pricing, better category mix and lower supply chain costs.

To offset these margin impacts, we focussed on controlling what we could. CODB was only

up 0.2%, mainly due to the extra week, but slower than sales growth and reduced as a

percentage of sales.

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In FY26 we are targeting further margin improvement and CODB reduction, to drive financial

performance.

We continue to look after our people and communities

Even in a challenging year like FY25, we stayed committed to looking after our people, our

communities, and our environment. It’s fundamental to who we are at The Warehouse

Group.

We maintained 100% gender pay equity, and our employee Net Promoter Score rose to 36,

up from 18.2 last year. That’s a strong signal that our team feels more engaged as we work

to build a high-performance culture.

Together with our customers, we raised $2.4 million for New Zealand charities. That impact

matters, especially in a year when many households and communities were doing it tough.

We also made strong progress on our environmental commitments. 66% percent of private

label sales now use sustainable packaging. Our Scope 1 and 2 emissions are down 45%

compared to FY23. More than 150 stores and sites are now powered by Lodestone Energy’s

solar farms, and we diverted 79% of operational waste from landfill.

These are meaningful steps that reflect our long-term commitment to sustainability and our

belief that doing good is part of doing good business.

Now onto FY26 Q1

Group sales were up 0.9% to $674.1 million with like-for-like same-store sales up 0.1%.

At a brand level, The Warehouse delivered sales growth of 0.7%, Warehouse Stationery

sales grew 2.6%, and Noel Leeming achieved growth of 0.7%.

Pleasingly, foot traffic across the Group remains up 0.2%, with conversion improving 30

basis points.

This shows more customers are visiting stores and responding to improved product lines in

key categories.

However, margins remains under pressure with Group gross profit margin down 40 basis

points in the quarter.

A warmer winter led to slower sell-through at The Warehouse, resulting in increased

clearance activity impacting the value perception of our new spring home and apparel

ranges.

Conversely, Noel Leeming and Warehouse Stationery margins improved.

Trading conditions are challenging. While customers are responding to new ranges and in-

store experience, margin improvement and cost reductions are imperative to restoring

profitability.

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Cost Reset programme

To help restore profitability and make sure our cost base is fit for a competitive value retailer,

we are implementing a comprehensive cost reset programme.

This is needed to deliver on our intention to reduce the cost of doing business to below 31%

of sales.

This programme is about taking decisive action. It will focus on continuing to drive down cost

of doing business and includes a proposed reduction in head office roles.

We are also pursuing opportunities to expand our partnership with Tata Consultancy

Services to potentially co-source additional areas of the business to gain more efficiencies

and capabilities.

These decisions are not easy, and we are committed to supporting our team through this

change with care and respect.

Looking ahead

The retail environment in New Zealand remains challenging. Low consumer confidence and

ongoing cost-of-living pressures continue to impact household spending. These conditions

are likely to persist into early 2026.

As we look ahead to Christmas, we remain cautious. We will pull every lever we have to

deliver a successful peak trading period.

We are targeting margin recovery, overhead reductions, and unlocking working capital.

Profitability depends on scaled improvement in higher-margin categories across the Group.

Overhead management remains a priority with deep cost transformation projects underway.

Capital investment will be directed to the most impactful projects, and we are actively

pursuing selective space growth opportunities. We will share further details of our refreshed

strategy later in FY26.

I know that words are not what our shareholders, customers, or team members want right

now. You want action, execution, and improved performance. That is exactly what we are

committed to delivering.

The team and I are working tirelessly to improve performance, and we look forward to

reporting on our progress in the coming months. However a turnaround of this magnitude will

take time, and we thank you for your patience.

I wish you a happy Christmas and summer ahead. Thank you, and I will now ask Dame Joan

to return to the lectern to conduct the formal part of today’s business.

Ends

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

Lizzie Havercroft

General Manager Corporate Affairs

+64 27 507 0613

lizzie.havercroft@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

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2025
ANNUAL

MEETING

28 November 2025

2
Dame Joan Withers

Chair

Chair address

3
Meeting Agenda

03

07

08

19

24

Chair address – Dame Joan Withers

Incoming Chair address – John Journee

CEO update – Mark Stirton

Resolutions – Dame Joan Withers

1.Re-election of Caroline Rainsford

2.Re-election of Hamish Rumbold

3.Setting of Auditor Fees

General business and Q&A

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Virtual meeting participation – Q&A

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Questions may have been submitted ahead

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submit during the live meeting, please select

the “Ask a question” tab in the middle of your

screen at anytime. Type your question into

the field and press submit. Your question will

be immediately submitted.

Help:

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for immediate help. If you need assistance,

please submit your query in the same

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representative will respond to you directly.

FY25 – Year in review
❖FY25 was a reset year in tough economic conditions – streamline

operating model, resetting price points, improving product ranges.

❖Sales held steady at $3.1 billion.

❖Conversion and units growth.

❖Gross profit margin came under pressure - declined 140 basis points.

❖Category mix and unit growth further improved in second half.

❖Focus on cost control – FY25 CODB

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decreased by 40bps to 32.2% of sales.

❖Disciplined capital expenditure management – $12.4 million down from

$39.0 million in FY24.

❖Operating Profit of $1.3 million and Reported Net Loss $2.8 million.

❖This is a disappointing result and the Board were unfortunately unable to

declare a dividend for FY25.

❖New leadership under Mark Stirton as CEO - new team aligned on goals,

focused on execution, and accelerating progress to rebuild profitability

and unlock brand potential.

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

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Robbie Tindall

Non-Executive Director

Appointed November 2020

Last re-elected in November 2023

Retiring from the Board November 2025

Dean Hamilton

Independent Non-Executive Director

Appointed April 2020

Last re-elected in November 2023

Caroline Rainsford

Independent Non-Executive Director

Appointed August 2022

Last re-elected in November 2022, standing for re-

election in November 2025

Antony (Tony) Carter

Independent Non-Executive Director

Appointed May 2024

Last re-elected in November 2024

Rachel Taulelei

Independent Non-Executive Director

Appointed February 2021

Last re-elected 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

Non-Executive Director

Appointed October 2013

Last re-elected in November 2024

Incoming Chair from November 2025

Hamish Rumbold

Independent Non-Executive Director

Appointed 19 November 2025

Standing for re-election in November 2025

Board of Directors

Incoming Chair Address
7

John Journee

Incoming Chair

CEO update
8

Mark Stirton

Group Chief Executive Officer

My first three months
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❖Recognise the resilience of our people in a tough retail environment

and competitive market.

❖Focused on aligning the organisation around clear goals and

performance expectations since August.

❖Driving a two-speed approach: reducing costs now while investing in

stores, prices, and product range for long-term strength.

❖Spent time in stores and our distribution centres to listen, learn, and

challenge teams.

❖Setting a disciplined direction to restore core brands, improve

product range and value, and balance short-term performance with

long-term growth.

❖Strengthened our Executive Leadership Team to improve execution in

critical areas.

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Mark Stirton

Group Chief Executive

Officer

Richard Parker

Group Chief People Officer

Stefan Knight

Group Chief Financial

Officer

Shayne Tong

Group Chief Digital and

Transformation Officer

Silv Roest

Group Chief Legal,

Corporate Affairs &

Sustainability Officer

Carrie Fairley

Chief Merchandise Officer

Ian Carter

Chief Store Operations Officer

Jason Bell

Chief Executive Officer

Lyle Brady

Group Chief Supply Chain

Officer

Executive Leadership Team

Purpose
Ambition

Values

To build exceptional retail brands

that customers love, our team take pride in, and

deliver sustainable shareholder returns

Be a highly desired retail stock

• Think Customer • Do Good • Own it

The Warehouse Group will strengthen and grow its three New Zealand retail brands, enabling each to lead in its market

while leveraging shared services, platforms, and capital efficiencies.

New Group direction

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Unlocking our potential
1.The Warehouse Subcategory Brand Preference July 2025, growth in FY25 H2 compared to FY25 H1.

2.Based on StatsNZ 2023 Census population and Azure Maps API to determine drive times.

•Private label brands remains a core strength with 27 established

private label brands delivering quality and value

•Brand Preference gains

•The Warehouse reclaimed #1 spot in toys, category sales up 8%.

•Consumer preference improved across key categories:

Home (+5%), Apparel (+2%), Pet Care (+5%), Party Supplies (+6%),

Sport & Outdoors (+5%)

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•Significant range refreshes are underway across home, apparel, and

health & beauty ranges

•Positive early customer feedback, and teams now planning

improved seasonal ranges for winter, summer, and Christmas

2026

•Store network and customer reach remain a strategic advantage as

we improve experience and convenience

•Over 85% of Kiwis live within 20 minutes of one of our stores

2

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FY25 Annual Results
recap

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FY25 Group financial performance

1.52-week same store sales removes the 53rd week of FY25, excludes online, NLG Commercial, and the impact of opening and closing of stores during the reported and comparable year.

2.Operating Profit (EBIT pre-IFRS16) excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT, refer

to Slide 28 of this presentation and Note 2.0 of the financial statements for the 53 weeks ending 3 August 2025.

3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. For a reconciliation between Adjusted and Statutory NPAT, refer to Slide 28 of this

presentation and Note 5.0 of the financial statements for the 53 weeks ending 3 August 2025.

•Sales were up 1.6% on a reported year, and flat on a 52-week same store sales basis compared to FY24

1

.

•Sales declined 1.6% in the first half, but the second half delivered a turnaround in sales performance with 1.6% growth on a 26-week basis.

•Sales driven by Group growth in units sold of 4.6%, offset by decline in Group average sales price (ASP) of 4.4%.

•While margins were still challenging in FY25 H2, the decline in gross profit margin was less in H2 (down 80bps vs FY24H2) compared to H1

(down 180bps vs FY24 H1).

•CODB was well controlled, and while relatively flat on FY24, this is for 53 weeks, and decreased as a percentage of sales year on year.

$ million

FY25

53 weeks

FY24

52 weeks

VarianceH1 VarH2 Var

Sales revenue3,086.7 3,037.6 1.6%-1.6%5.3%

Gross Profit995.1 1,020.9 -2.5%-6.8%2.6%

Gross Profit Margin %32.2%33.6%(140)(180)(80)

Cost of doing business (CODB)993.8 992.0 0.2%-2.8%3.4%

CODB %32.2%32.6%(40)(40)(60)

Operating Profit

2

1.3 28.9 -95.5%-54.5%-29.8%

Operating Profit Margin %0.0%1.0%(100)(140)(20)

Adjusted Net Profit After Tax

3

(4.5)18.9

-123.7%-65.1%-28.3%

Reported Net Profit After Tax

(2.8)(54.2)

94.9%149.8%52.3%

FY25 sales

flat on

52-week

same store

sales

FY25 H2 sales

up 1.6% on a

26-week

basis

Looking after our people,
communities and planet

Our People

•eNPS 36.0pts (FY24: 18.2pts)

1

•45.2% women in senior leadership roles (FY24: 46.9%)

•100% gender pay equity (FY24: 100%)

•TRIFR

2

30.2 per million hours worked (FY24: 23.0)

Our Communities

•$2.4 million raised for NZ charities and communities

•489 supplier ethical audits

Our Environment

•66% of private label sales with sustainable packaging (FY24: 55%)

•Diverted 79% of operational waste to landfill (FY24: 78%)

•Scope 1 & 2 emissions decreased 45% compared to FY23 (base year) and decreased

23% compared to FY24

•More than 150 Group stores and sites powered by Lodestone Energy’s solar farms

1.eNPS score in FY25 and FY24 excludes DC team members as these were not surveyed in FY25, so have been

excluded in both years. FY24 reported eNPS was 19.6 including all team members.

2.Total Recorded Injury Frequency Rate.

15

FY26 Q1 Trading Update
FY26 Q1 Group sales

$674.1 million, up 0.9%

Like for like same store sales up 0.1%

The Warehouse sales

$389.0 million, up 0.7%

Like for like same store sales up 0.7%

Warehouse Stationery sales

$52.2 million, up 2.6%

Like for like same store sales up 1.4%

Noel Leeming sales

$230.7 million, up 0.7%

Like for like same store sales down 1.6%

Group store foot traffic

+ 0.2%

Group foot traffic conversion

+ 30 basis points

Group units + 2.6%

Average Selling Price Down 2.4%

FY26 Q1 Group gross profit margin

Down 40 basis points

16

17
Cost reset programme

•We are implementing a comprehensive cost reset programme to

restore profitability and ensure our cost base is fit for a value retailer.

•Cost reset is needed to deliver on our intention to reduce Cost of

Doing Business to below 31% of sales.

•The programme will focus on continuing to drive down CODB across

the business. It includes a proposed restructure of head office roles

without reducing front line team member roles.

•We are pursuing opportunities to expand our partnership with Tata

Consultancy Services and potentially co-sourcing additional areas

of the business, gaining efficiencies and strengthening capability.

•In conjunction with our focus on margin recovery, the cost reset

programme is expected to lower The Warehouse Group’s cost base,

help restore profitability, and strengthen capability to support the

Group’s long-term sustainable growth.

17

18
Looking ahead

•The retail environment in New Zealand remains challenging, with low

consumer confidence and ongoing cost-of-living pressures impacting

household spending.

•These conditions are likely to persist into early 2026.

•As we look ahead to Christmas, we remain cautious. We will pull every

lever we have to deliver a successful peak trading period by bringing

great value products to customers, driving sales, and executing our

turnaround plans with discipline.

•We are targeting margin recovery, overhead reductions, and unlocking

working capital. Profitability depends on scaled improvement in

higher-margin categories across the Group.

•Overhead management remains a priority, with deep cost

transformation projects underway to deliver on our intention to reduce

CODB to below 31% of sales.

•Capital investment will be directed to the most impactful projects, and

we are actively pursuing selective space growth opportunities.

•We will share further details of our refreshed strategy later in FY26.

19
Resolutions

1.Re-election of Caroline Rainsford

2.Re-election of Hamish Rumbold

3.Setting of Auditor Fees

19

20
Resolution 1

Resolution 1Voted%

For193,348,58898.52%

Against906,0230.46%

Discretionary1,989,0751.01%

Abstain154,776-

Re-election of Caroline Rainsford

21
Resolution 2

Resolution 2Voted%

For193,539,13298.63%

Against704,4180.36%

Discretionary1,989,0751.01%

Abstain165,837-

Re-election of Hamish Rumbold

Resolution 3
Resolution 3Voted%

For192,789,80698.78%

Against337,6120.17%

Discretionary2,038,0891.04%

Abstain1,232,955-

Fix the fees and expenses of the auditors

22

23
Virtual meeting participation – Voting

Shareholder & Proxyholder Voting

Once the voting has been opened, the

resolutions and voting options will allow

voting.

To vote, simply click on the “Get a voting

card” 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.

General Business and Q&A
24

25
Virtual meeting participation – 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 “Ask a question” tab in the middle of your

screen at anytime. Type your question into

the field and press submit. Your question will

be immediately submitted.

Help:

The “Ask a question” 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

representative will respond to you directly.

Thank You
26

27
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 53 weeks ending 3 August 2025, 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. The Warehouse Group Limited, its

subsidiaries and their directors, employees and/or shareholders shall

have no liability whatsoever to any person for any loss arising from

this presentation or any information supplied in connection with it.

27

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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