The Warehouse Group Limited — Director's Dealing 2021

Apr 20, 2021

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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: Date this disclosure made: Date of last disclosure:

Director or senior manager giving disclosure Full name(s): Name of listed issuer: Name of related body corporate (if applicable): Position held in listed issuer:

The Warehouse Group Limited 20-Apr-21 13-Nov-20 Joan Withers The Warehouse Group Limited N/A Chair

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:		Ordinary Shares
Nature of the affected relevant interest(s):		Holder of more than 20% of the shares in The Warehouse Management Trustee No.2 Limited (which holds shares for the purposes of the Employee Incentive Scheme) and so has a relevant interest in the shares held by that company

For that relevant interest-

Number held in class before acquisition or disposal:		508,531
Number held in class after acquisition or disposal:		477,542
Current registered holder(s):		The Warehouse Management Trustee No.2 Limited
Registered holder(s)once transfers are registered:		Albert Dallow and Thomas Dallow
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:		N/A
Class of underlyingfinancialproducts:		N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financialproducts(if any):		N/A
A statement as to whether the derivative is cash settled orphysicallysettled:		N/A
Maturitydate of the derivative(if any):		N/A
Expirydate of the derivative(if any):		N/A
Theprice specified in the terms of the derivative(if any):		N/A
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:		N/A
_For that derivative,- _
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevantinterestinthe derivative:		N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2

Details of transactions giving rise to acquisition or disposal Total number of transactions to which notice relates:

Details of transactions requiring disclosure-

		20-Apr-21
		Off-market transfer of 30,989 WHS shares from The Warehouse Management Trustee No.2 Limited to participants under Employee Incentive Scheme on the exercise of certain put options
		Albert Dallow and Thomas Dallow
		Transfer of shares in WHS’ subsidiary, TheMarket.Com Limited, of equal aggregate value to the WHS shares transferred to the participants (being $114,919.51).
		30,989
Whether relevantinterestswere acquired ordisposed ofduring a closed period:		No
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		Yes
Date of theprior written clearance (if any):		20-Apr-21
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,
		Ordinary Shares
		(a) and (b) Registered Holder and Beneficial Owner (c) Holder of more than 20% of the shares in The Warehouse Management Trustee Company Limited (which holds shares for the purposes of Employee Incentive Schemes) and so has a relevant interest in the shares held by that company
		(a) 2,500 (b) 65,919 (c)1,015,875
		(a) Brian Ralph Withers & Joan Withers (b) Joan Withers (c) The Warehouse Management Trustee CompanyLimited
		N/A
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		N/A
A statement as to whether the derivative is cash settled or physically settled:		N/A
Maturity date of the derivative (if any):		N/A
Expiry date of the derivative (if any):		N/A
The price's specified terms (if any):		N/A
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 underlyingfinancialproducts:		N/A
For that derivative relevant interest,-
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		N/A
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 person authorised to sign on behalf of director or officer: Date of signature: Name and title of authorised person:
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 person authorised to sign on behalf of director or officer:
Date of signature:		20-Apr-21
Name and title of authorised person:		Erin Vercoe, General Counsel and Company Secretary