Capital Change Notice

As noted in WHS’ Capital Change Notice dated 18 June 2019, as part of an employee incentive scheme, certain executives of WHS were entitled to be transferred shares in WHS’ subsidiary, TheMarket.com Limited (formerly The Warehouse Group Investments Limited) (TheMarket) on 17 June 2019 (Tranche 1), 20 March 2020 (Tranche 2) and 26 March 2021 (Tranche 3), subject to certain conditions, including continued employment. TheMarket shares were transferred to the executives by The Warehouse Limited (TWL), being the only other shareholder in TheMarket. Under the incentive scheme, TWL also previously granted the executives put options exercisable over:

• a proportion of their Tranche 2 TheMarket shares equal to their tax obligations in respect of Tranche 1 and Tranche 2, within 4 weeks of their transfer (subject to extension by agreement or due to regulatory requirements);
• up to 50% of their Tranche 3 TheMarket shares, within 4 weeks of their transfer; and
• their entire TheMarket shareholding, at any time within 3 years after 31 March 2021 or within 3 months of certain ‘good leaver’ events, such as death or incapacity.

If the put option is exercised, TWL is required to purchase those TheMarket shares at a price based on the then-fair value of the shares in TheMarket the subject of the put option, in consideration for procuring the delivery of ordinary shares in WHS of equivalent value (using the volume weighted average market price of WHS shares on NZX for the 10 business days immediately preceding the exercise of the put option and subject to certain caps on the number of WHS shares to be delivered to each participant).

Certain participants have now exercised their Tranche 3 put options, and consequently existing WHS shares held by The Warehouse Management Trustee Company No.2 Limited have been transferred to participants. This is further explained in the accompanying Capital Change Notice.

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