Ongoing Disclsoure Notice – Withers

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 Group Limited Date this disclosure made: 11 October 2019 Date of last disclosure: 30 October 2018 Director or senior manager giving disclosure Full name(s): Joan Withers Name of listed issuer: The Warehouse Group Limited Name of related body corporate (if applicable): Position held in listed issuer: 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): Beneficial For that relevant interest- Number held in class before acquisition or disposal: (a) 2,500 (b) 6,514 Number held in class after acquisition or disposal: (a) 2,500 (b) 44,489 Current registered holder(s): (a) Brian Ralph Withers & Joan Withers (b) Joan Withers Registered holder(s) once transfers are registered: (a) Brian Ralph Withers & Joan Withers (b) Joan Withers 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 Total number of transactions to which notice relates: 2 Details of transactions requiring disclosure- Date of transaction: 10 October 2019 & 11 October 2019 Nature of transaction: On-market purchase of 37,975 ordinary shares: 30,975 @ $2.62 7,000 @ $2.62 Name of any other party or parties to the transaction (if known): The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration: $99,494.50 Number of financial products to which the transaction related: 37,975 If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details-- Whether relevant interests were acquired or disposed of during a closed period: No Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period: Date of the prior 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 Signature of person authorised to sign on behalf of director or officer: Date of signature: 11 October 2019 Name and title of authorised person: Kerry Nickels, Company Secretary End CA:00342526 For:WHS Type:ADMIN Time:2019-10-11 16:39:12