MIRA INFORM REPORT

Report Date :

03.07.2014

IDENTIFICATION DETAILS

Name :	THE WAREHOUSE GROUP LIMITED
Formerly Known As :	ANORCO NUMBER FIFTY EIGHT LIMITED
Registered Office :	C/o BDO NEW ZEALAND LIMITED Level 8, 120 Albert Street, Auckland Central, Auckland, 1010
Country :	New Zealand
Financials (as on) :	28.07.2013
Date of Incorporation :	08.11.1993
Com. Reg. No.:	611207
Legal Form :	New Zealand Limited Company
Line of Business :	Subject’s business consist of retailing of wide range of products from clothing, entertainment, technology and music to sporting, gardening, grocery and many others.
No. of Employees :	9,032

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Good
Payment Behaviour :	No complaints
Litigation :	Clear

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
New Zealand	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low Risk	A2
Moderately Low Risk	B1
Moderate Risk	B2
Moderately High Risk	C1
High Risk	C2
Very High Risk	D

NEW ZEALAND - ECONOMIC OVERVIEW

Over the past 20 years the government has transformed New Zealand from an agrarian economy dependent on concessionary British market access to a more industrialized, free market economy that can compete globally. This dynamic growth has boosted real incomes - but left behind some at the bottom of the ladder - and broadened and deepened the technological capabilities of the industrial sector. Per capita income rose for ten consecutive years until 2007 in purchasing power parity terms, but fell in 2008-09. Debt-driven consumer spending drove robust growth in the first half of the decade, helping fuel a large balance of payments deficit that posed a challenge for economic managers. Inflationary pressures caused the central bank to raise its key rate steadily from January 2004 until it was among the highest in the OECD in 2007-08; international capital inflows attracted to the high rates further strengthened the currency and housing market, however, aggravating the current account deficit. The economy fell into recession before the start of the global financial crisis and contracted for five consecutive quarters in 2008-09. In line with global peers, the central bank cut interest rates aggressively and the government developed fiscal stimulus measures. The economy pulled out of recession late in 2009, and achieved 2-3% per year growth in 2010-13. Nevertheless, key trade sectors remain vulnerable to weak external demand. The government plans to raise productivity growth and develop infrastructure, while reining in government spending.

Source : CIA

CORPORATE DETAILS

Verified Address

Subject name THE WAREHOUSE GROUP LIMITED Business address 26 The Warehouse Way Town Northcote Province Auckland Zip / Postal code 0627 Country New Zealand Telephone +64 9 4897000 Fax +64 9 4897444 Website www.thewarehouse.co.nz

Registered address C/o BDO NEW ZEALAND LIMITED Level 8, 120 Albert Street Town Auckland Central Province Auckland Zip / Postal code 1010 Country New Zealand Postal address P.O. Box 33470 Town Takapuna Province Auckland Zip / Postal code 0740 Country New Zealand

SUMMARY DETAILS

Report Summary

Date registered 08/11/1993 Legal form New Zealand Limited Company Key personnel Mark Powell Line of business The Subject’s business consist of retailing of wide range of products from clothing, entertainment, technology and music to sporting, gardening, grocery and many others. Staff employed 9,032 employees

Paid-up capital NZD251,445,000.00 Sales turnover / Revenue / Income NZD2,239,532,000.00 (Consolidated 12 months, 28/07/2013) Net income / loss NZD145,328,000.00 (Consolidated 12 months, 28/07/2013) Total assets NZD995,738,000.00 (Consolidated 12 months, 28/07/2013) Share equity NZD411,765,000.00 (Consolidated 12 months, 28/07/2013)

STATUTORY DETAILS

Registry Information

Date registered 08/11/1993 Legal form New Zealand Limited Company Registration number 611207 Registered authority The Companies Office Tax / VAT number 9429038766633

Statutory status Active Previous name The Subject was previously known as ANORCO NUMBER FIFTY EIGHT LIMITED and changed to its current style on 19-07-1994. Change of legal form None reported.

BOARD OF MANAGEMENT

Key Personnel

Name Mark Powell Designation Chief Executive Officer Name Stephen Small Designation Chief Financial Officer Name Kerry Nickels Designation Company Secretary

BOARD OF DIRECTORS

Appointments

Name Antony John Balfour Title Director Appointment date 15/10/12 Address 238 Littles Road, RD1 Dalefield, Queenstown 9371 New Zealand Biography Tony has extensive global retail and ecommerce experience with a strong track record in a diverse range of industries. Most recently he was General Manager Markets for Icebreaker Clothing with responsibility for the company’s global business units in New Zealand and other regions including Australia, USA, Canada and Europe including the development of the company’s successful eCommerce business units. Prior experience includes senior roles in Monster.com and Seek.com, both successful online recruitment sites. Tony also spent 9 years at Nike in senior roles in the USA, Australia and Asia Pacific regions. Since 2009 he has been a director of Silver Ferns Farms Limited, New Zealand’s largest meat company. Name John William Michael Journee Title Director Appointment date 17/10/13 Address 6 Portal Place Murrays Bay, Auckland 0630 New Zealand Biography John has had an extensive retail career that includes executive experience across sectors that span general merchandise, fashion apparel, FMCG, consumer electronics, telecommunications, electricity retailing and services. Over his 30 year career he has spent 15 years with The Warehouse Group, starting as a joint venture partner in 1990 and progressing through senior roles in operations, marketing, merchandise, international sourcing and business development, before taking a role in the UK with a Telecommunications company. He re-joined in 2012 when The Warehouse Group acquired Noel Leeming, where John was CEO. John is also Chairman of online electricity retailer Powershop and fashion retailer Max Fashions. He has previously been a non-executive director of multichannel retailer EziBuy. Name James Harold Ogden Title Director Appointment date 04/08/09 Address 23 Bosun Terrace Whitby, Porirua 5024 New Zealand Biography James, 60, brings strong financial expertise to the Board and director experience across a broad range of industries. He has had a distinguished career as an investment banker for eleven years, six years as Country Manager for Macquarie Bank and five years as a director of Credit Suisse First Boston. James has also worked in the New Zealand dairy industry in chief executive and finance roles for eight years. In addition to his role as a director of The Warehouse Group, he is a director of Vehicle Testing Group Limited, Summerset Group Limited and Seaworks Limited. Former directorships include NZ Post Limited, Kiwibank Limited, NZX-listed Powerco Limited and Capital Properties New Zealand Limited. Name Keith Raymond Smith Title Director Appointment date 10/06/94 Address 94 Selwyn Avenue Mission Bay, Auckland 1071 New Zealand Biography Keith, 60, has been involved with The Warehouse since Sir Stephen opened his first store in 1982, providing accounting, tax and corporate advice and was Chairman from 1995 to May 2011. He has a long-standing record of leadership as a director and advisor to companies in a diverse range of industries, including the energy sector, rural services, printing, media, meat by-products, tannery processing and exporting. He brings considerable experience and governance expertise to his role as Deputy Chairman of the Board. He is Chairman of listed companies Goodman (NZ) Limited (the Manager of Goodman Property Trust) and Tourism Holdings Limited and is a director of Mighty River Power and several other private companies. Keith was previously a senior partner in the national accounting practice BDO. He is a past President of The New Zealand Institute of Chartered Accountants. Name Vanessa Cynthia May Stoddart Title Director Appointment date 17/10/13 Address 28 Aldred Road Remuera, Auckland 1050 New Zealand Biography Vanessa is a lawyer by profession and is currently an Independent Director for NZ Refinery, Paymark, and a member of the Tertiary Education Commission. She was previously Group General Manager of Technical Operations and People at Air New Zealand for almost ten years. Prior to this Vanessa held positions at Carter Holt Harvey Packaging Australia as Chief Executive and General Manager Performance Improvement, as well as change management and legal positions. She is a member of both the Australian and New Zealand Institute of Directors; an honorary fellow of HRINZ, a Companion of IPENZ and is currently assisting with diversity initiatives in the engineering profession. She is also a member of the Better Public Services Advisory Board, Global Women Board and currently Chairs the Otago University Business School Advisory Board. Name Robert John Tindall Title Director Appointment date 01/07/11 Address 4 Dallinghoe Crescent Milford, Auckland 0620 New Zealand Name Stephen Robert Tindall Title Director Appointment date 10/06/94 Address 232B Hurstmere Road Takapuna, Auckland 0622 New Zealand Biography Sir Stephen, 61, founded The Warehouse in 1982 and grew the company into a billion-dollar business before stepping down as Managing Director in 2001. His vision for creating an organisation to provide support for worthwhile initiatives benefiting New Zealand and New Zealanders resulted in the establishment of The Tindall Foundation promoting a ‘hand up’ rather than a ‘hand out’ philosophy. Sir Stephen has seen many personal honours and awards come his way. In August 2009 he was bestowed the accolade of knighthood in recognition of his work with New Zealand businesses and the community. He has helped ordinary Kiwis reach their potential and is a true leader across the spheres of business, community and the environment. Sir Stephen appointed Robert Tindall to be his alternate director effective 1 July 2011. Name Eduard Koert van Arkel Title Director Appointment date 01/07/11 Address Apartment 701, 10 Middleton Road Remuera, Auckland 1050 New Zealand Biography Ted, 69, possesses a strong retail background and director experience across a broad range of industries. He is a professional director who has more than 40 years’ experience in the retail and wholesale sectors and has been Chairman or a director of a large number of public and private companies. Currently Chairman of Restaurant Brands (NZ) Limited, Health Benefits Limited and UNITEC Institute of Technology, Ted is also a director of Abano Healthcare Group Limited and several other private companies. Prior to becoming a professional director he was Managing Director of Progressive Enterprises Limited.

Staff employed 9,032 employees

Other Appointments

Auditor PRICEWATERHOUSECOOPERS PricewaterhouseCoopers Tower 188 Quay Street Auckland Central, Auckland 1010 New Zealand

SHARE CAPITAL

Composition

Authorized capital NZD251,445,000.00 Number / Type of shares 346,843,120 Ordinary Shares Share par value No par value Issued capital NZD251,445,000.00

Paid-up capital NZD251,445,000.00

OWNERSHIP / SHAREHOLDERS

Composition

How listed Major shareholders only Shareholder name Stephen Robert Tindall Address 232B Hurstmere Road Takapuna, Auckland 0622 New Zealand Number / Type of shares 93,687,096 Ordinary Shares Percentage (%) of shares 27.01% Shareholder name THE TINDALL FOUNDATION Address 1 Blomfield Spa Takapuna, Auckland 0622 New Zealand Number / Type of shares 73,920,496 Ordinary Shares Percentage (%) of shares 21.31% Shareholder name GENERAL DISTRIBUTORS LIMITED Address 80 Favona Road Favona, Auckland 2024 New Zealand Number / Type of shares 30,548,887 Ordinary Shares Percentage (%) of shares 8.81% Shareholder name JBWERE (NZ) NOMINEES LIMITED Address Level 38, Vero Centre 48 Shortland Street Auckland Central, Auckland 1142 New Zealand Number / Type of shares 15,503,673 Ordinary Shares Percentage (%) of shares 4.47%

Ownership / Shareholding remarks The Subject is listed on the New Zealand Stock Exchange.

CORPORATE AFFILIATIONS AND RELATED COMPANIES

Structure

Company name BOYE DEVELOPMENTS LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name NOEL LEEMING GROUP LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name THE WAREHOUSE LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name TWP NO.3 LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name WAREHOUSE STATIONERY LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name ELDAMOS INVESTMENTS LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name THE WAREHOUSE NOMINEES LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name TWP NO.4 LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name TWP NO.5 LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand Company name THE WAREHOUSE MANAGEMENT TRUSTEE COMPANY LIMITED Affiliation type Wholly-owned Subsidiary Country of business New Zealand

Remarks on corporate affiliations and related companies Other companies of The Warehouse Group should be considered affiliates of the Subject.

BANK AND MORTGAGES

Bank Details

Name of bank ANZ Bank New Zealand Limited Address New Zealand

Comments It is generally not the policy of local banks to provide credit status information to non related parties, however interested parties would be advised to consult first with the Subject if banker's references are required.

Mortgages

None reported.

Legal Filings

Bankruptcy filings None reported. Court judgements None reported.

Tax liens None reported. Others None reported.

FINANCIAL STATISTICS

Description

Financial statement source Public Record Sources Financial statement date 28/07/13 Style of financial statement Full audited

Currency of financial statement New Zealand, Dollar (NZD) Exchange rate 1 USD = NZD 1.14 as of 02-07-2014

Concise Financial Data	Consolidation style	Consolidated	Consolidated
	Currency	New Zealand, Dollar (NZD)	New Zealand, Dollar (NZD)
	Date of financial year end	28/07/13	29/07/12
	Length of financial accounts	12 months	12 months
	Sales turnover / Revenue / Income	2,239,532,000.00	1,732,168,000.00
	Gross profit	766,279,000.00	622,056,000.00
	Operating profit / Profit from operations	111,238,000.00	96,462,000.00
	Profit / Loss before tax	178,039,000.00	114,936,000.00
	Net income / loss	145,328,000.00	90,160,000.00
	Non-current assets	445,866,000.00	380,780,000.00
	Property, plant and equipment	305,602,000.00	355,227,000.00
	Current assets	549,872,000.00	353,274,000.00
	Inventories	458,109,000.00	309,421,000.00
	Cash and cash equivalents	22,763,000.00	16,286,000.00
	Accounts receivable	66,513,000.00	27,567,000.00
	Total assets	995,738,000.00	734,054,000.00
	Current liabilities	393,734,000.00	248,968,000.00
	Non-current liabilities	190,239,000.00	167,719,000.00
	Accounts payable	257,917,000.00	126,857,000.00
	Total liabilities	583,973,000.00	416,687,000.00
	Share equity	411,765,000.00	317,367,000.00
	Retained earnings	153,228,000.00	76,434,000.00
	Reserves	2,717,000.00	-5,006,000.00

Remarks

The consolidated financial statement above relates to the Subject and all its subsidiaries.

BUSINESS DETAILS

Operational Details

Main activities The Subject engages in retailing of wide range of products from clothing, entertainment, technology and music to sporting, gardening, grocery and many others. Products and services As seen on TV Automotive Baby & toddler Books Clothing DVDs Electronics Everyday needs Food & beverage Furniture Gaming Gardening Gifting Hardware Health & beauty Homewares Jewellery Music Pet care Party supplies Pharmacy Shoes Stationery & office supplies Sports & outdoors Toys

Purchases

Local The Subject sources its product(s) / material(s) locally.

International The Subject sources its product(s) / material(s) from countries in worldwide.

Sales

Local The Subject sells its product(s) locally.

International None reported.

Business Facilities and Assets

Premises The Subject operates from the verified heading address consisting of a warehouse and an administrative office.

Branches In addition, the Subject operates from 90 retail store(s) located throughout New Zealand.

SUMMARIZED COUNTRY RISK

Gross Domestic Products (GDP) and Economic Overview

Central bank Reserve Bank of New Zealand Reserve of foreign exchange and gold US$ 20.562 billion Gross domestic product (GDP) US$ 180.548 billion Purchasing power parity (GPP) 126.628 billion of International dollars GDP per capita (current prices) US$ 40,454 GDP composition by sector agriculture: 4.7% industry: 24% services: 71.3% Inflation 2009: 2.1% 2010: 2.3% 2011: 4% Unemployment rate 2009: 6.1% 2010: 6.5% 2011: 6.5%

Public debt (general Government gross debt as percentage (%) of GDP) 2009: 26.1% 2010: 32.3% 2011: 37% Government bond ratings Standard & Poor's: AA+/Stable/A-1+ Moody's rating: Aaa Moody's outlook: STA Market value of publicly traded shares US$67.061 billion Largest companies Westpac Limited, Transpower, Fletcher Building Limited, National Bank of New Zealand, Fonterra Co-Operative Group Ltd, Air New Zealand Limited, The Warehouse Group Limited, Progressive Enterprises Ltd

Trade and Competitiveness Overview

Total exports US$33.24 billion Export commodities Dairy products, meat, wood and wood products, fish, machinery Total imports US$31.11 billion Import commodities Machinery and equipment, vehicles and aircraft, petroleum, electronics, textiles, plastics Best countries for doing business 3 out of 183 countries Global competitiveness ranking 25 (ranking by country on a basis of 142, the first is the best)

Major export partners Australia 22%, US 11.5%, Japan 9.2%, China 5.3%, UK 4.6% Major import partners Australia 20.7%, China 13.4%, US 9.7%, Japan 9.5%, Singapore 4.9%, Germany 4.7% FDI inflows 2008: US$4,598 million 2009: US$-1,293 million 2010: US$561 million FDI outflows 2008: US$462 million 2009: US$-308 million 2010: US$589 million

Country and Population Overview

Total population 4.37 million Total area 270,467 km2 Capital Wellington

Currency New Zealand dollars (NZD) Internet users as percentage (%) of total population 83%

PAYMENT OUTLOOK

Purchases Term

Local Bank transfer, D/P, Credit 30-120 days

International L/C, Telegraphic transfer, D/P, Credit 30-120 days

Sales Term

Local Cash, Credit card

Trade Reference / Payment Behaviour

Comments As local and international trade references were not supplied, the Subject's payment track record history cannot be appropriately determined but based on our research, payments are believed to be met without delay.

Investigation Note

Sources Interviews and material provided by the Subject Other official and local business sources

Attachments

Attachments Financial statements List of affiliated companies

KEY FINANCIAL RATIOS

For financial year end	28/07/13	29/07/12
Profitability
Gross profit (loss) margin (%)	34.22	35.91
Pre-tax profit (loss) margin (%)	7.95	7.95
Net profit (loss) margin (%)	6.49	5.21
Return on Invested Capital
Return on assets (%)	14.60	12.28
Return on equity (%)	35.29	28.41
Liquidity
Current ratio	1.40	1.42
Quick ratio	0.23	0.18
Cash ratio	0.04	0.05
Accounts receivable turnover ratio (times)	33.67	62.83
Accounts payable turnover ratio (times)	8.68	13.65
Collection period (days)	10.84	5.81
Payment period (days)	42.04	26.73
Inventory turnover ratio (times)	4.89	5.60
Inventory conversion period (days)	74.66	65.20
Asset Management
Fixed asset turnover ratio (times)	7.33	4.88
Asset turnover ratio (times)	2.25	2.36
Capital Structure and Solvency
Total debt to asset ratio (%)	58.65	56.77
Total debt to equity ratio (%)	141.82	131.29
Non-current debt to equity ratio (%)	46.20	52.85

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.59.97
UK Pound	1	Rs.102.90
Euro	1	Rs.82.02

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	NNA

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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