Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Company Meeting Date: 23/11/2012

Transaction summary:

On 23 November 2012, The Warehouse Group Limited (“WGL”) held its 2012 annual meeting of shareholders.

At the meeting, WGL sought shareholder approval to allow Sir Stephen Tindall to acquire 1,000,000 ordinary shares in WGL from Mr Ian Morrice (the “Shares”). Mr Morrice was initially transferred the Shares, pursuant to a deed, incidental to his employment as WGL’s CEO. Because Mr Morrice’s association with WGL had ended, Mr Morrice sought to exercise his contractual right under the deed to transfer the Shares to Sir Stephen Tindall.

As a result of the acquisition, Sir Stephen Tindall and his associates would increase their voting control in WGL from 50.31% to 50.63%.

At the meeting, shareholders approved the acquisition and the resulting increase to Sir Stephen Tindall’s voting control in WGL.

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