The Warehouse Group Limited — Director's Dealing 2017

Mar 28, 2017

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and
Name of listed issuer:		The Warehouse GroupLimited
Date this disclosure made:		28 March 2017
Date of last disclosure:		21 March 2017
Director or senior managergiving disclosure
Full name(s):		Anna Campbell
Name of listed issuer:		The Warehouse GroupLimited
Name of related body corporate (if applicable):
Position held in listed issuer:		Chief People Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)Class of affected quoted financial products:OrdinarySharesNature of the affected relevant interest(s):BeneficialFor that relevant interest-Number held in class before acquisition or disposal:(a)89,473 OrdinaryShares(b) 144,743 ConditionalRights available to beallocated upon thesatisfaction of certainconditions and inaccordance with the Deedin respect of TheWarehouse Group LimitedExecutive Share Scheme
Class of affected quoted financial products:		OrdinaryShares
Nature of the affected relevant interest(s):		Beneficial
For that relevant interest-
Number held in class before acquisition or disposal:		(a)89,473 OrdinaryShares
		(b) 144,743 ConditionalRights available to beallocated upon thesatisfaction of certainconditions and inaccordance with the Deedin respect of TheWarehouse Group LimitedExecutive Share Scheme
Number held in class after acquisition or disposal:		(a) 64,575 OrdinaryShares
		(b) 144,743 ConditionalRights
Current registered holder(s):		Anna Campbell
Registered holder(s) once transfers are registered:		Anna Campbell

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable) Type of affected derivative: Class of underlying financial products: Details of affected derivative- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative(if any): The price specified in the terms of the derivative (if any): Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative,- Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Details of transactions giving rise to acquisition or disposal	Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:		5
Date of transaction:		21 to 24 /3/2017
Nature of transaction:		On market sale of 24,898Ordinary Shares
Name of anyotherpartyorparties to the transaction(if known):
The consideration, expressed in New Zealand dollars, paid or received for the acquisitionor disposal. If the consideration was not in cash and cannot be readily by converted into acash value,describe the consideration:		Average price of $2.38 pershare
Number of financialproducts to which the transaction related:
If the issuer has a financial products trading policy that prohibits directors or seniormanagers from trading during any period without written clearance (a closed period)include the following details—
Whether relevant interests were acquired or disposed of duringa closedperiod:		No
Whether prior written clearance was provided to allow the acquisition or disposal toproceed duringthe closedperiod:
Date of theprior written clearance(if any):

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products: Nature of relevant interest: For that relevant interest,- Number held in class: Current registered holder(s): For a derivative relevant interest,- Type of derivative: Details of derivative,- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): A statement as to whether the derivative is cash settled or physically settled: Maturity date of the derivative (if any): Expiry date of the derivative (if any): The price's specified terms (if any): Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products: For that derivative relevant interest,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Certification

I certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. Signature of director or officer: Date of signature:

or

Signature of person authorised to sign on behalf of director or officer: Date of signature: 28 March 2017 Kerry Nickels, Name and title of authorised person: Company Secretary

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