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Stockist Program May 2018

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1 Introduction GW considers it fundamental to the ongoing success of an Outlet that it maintains a stock of the most popular ranges of Products. The Stockist Ranges (as defined below) provide the most regular stock turn, and provide customers with the building blocks of the hobby. This document sets out a series of incentives and rewards for Outlets which maintain stock levels of the Stockist Ranges.

2 Definitions and Interpretation

2.1 The definitions and rules of interpretation in Trade Terms shall apply to this document. In addition, the following definitions shall also apply:

Agreed Stock Levels

the stock levels in respect of the Selected Ranges which a Stockist Outlet has agreed to maintain, the Agreed Stock Levels shall be at least the Minimum Stock Levels

Minimum Stock Levels

the minimum stock levels in respect of the Stockist Ranges, as detailed at the Trade Web Pages or as available from GW on written request (as may be varied by GW without notice from time to time) as are required to be held and maintained by a Stockist Outlet (in respect of their Selected Ranges)

Month each of GW’s standard monthly reporting periods

Reward

the fixed value rewards awarded by GW to Stockist Outlets depending on Selected Ranges, as detailed in Appendix 2 and Appendix 3 (as may be varied by GW without notice from time to time)

Selected Ranges the Stockist Ranges (Bestsellers: Foundation being compulsory) to which a Stockist Outlet has committed.

Stockist Program Application Form

the application form to be completed by any Trade Account in respect of a particular Outlet, before that Outlet becomes a Stockist Outlet, as available at the Trade Web Pages or from GW on written request

Stockist Ranges the groups (ranges) of Products, which are based on the range principles detailed in Appendix 1, and as specifically detailed at the Trade Web Pages or as available from GW on written request (as may be varied by GW without notice from time to time), and ‘Range’, ‘Bestsellers: Foundation’, ‘Bestsellers: Advanced’, , ‘Extra: Paint 78’, ‘Extra: Box 45’, ‘Extra: Box 200’, ‘Extra: Paint 300’ and ‘Black Library’ shall be interpreted accordingly

3 Stockist Program

3.1 The Stockist Program is an optional program. Outlets are not obligated to participate in the Stockist Program if they do not wish to.

3.2 Any Outlet wishing to participate in the Stockist Program must sign and return the

Stockist Program Application Form to GW.

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3.3 The Stockist Program is only available to:

3.3.1 Outlets with Shop Front Sales Channel as their Primary Channel; and 3.3.2 Outlets whose retail premises are the Delivery Address.

3.4 The Stockist Program (or any element of the Stockist Program) may be withdrawn at

any time by GW immediately by written notice without any liability to Stockist Outlets.

3.5 Whilst the Stockist Program places obligations on Outlets, Trade Accounts shall be

responsible for the actions and obligations of their Outlets. Where reference is made to a Trade Account, that reference shall be to the Trade Account which is responsible for the Outlet.

4 Obligations

4.1 If an Outlet wishes to qualify for status as a Stockist Outlet:

4.1.1 the Outlet must confirm the Selected Ranges within the Stockist Program

Application Form;

4.1.2 the Outlet must provide a stock level report to GW (whether verbal, written or electronic) in respect of the Products within the Selected Ranges at least once every 30 days.

4.1.3 the Outlet must accept delivery of (and pay for) all Products from GW (which

shall be deemed to have been ordered by the Trade Account in respect of that Outlet) which are required to restore the Outlet’s stock levels of the Products in the Selected Ranges, to at least the Minimum Stock Levels; and

4.1.4 the Trade Account responsible for the Outlet must comply with the terms of the Trade Agreement at all times.

4.2 Where any country has import regulations which preclude the free movement of

Hazardous Products, such Products are excluded from the stocking requirements under Section 4.1.2.

5 Rewards 5.1 If an Outlet has qualified as a Stockist Outlet by satisfying the obligations detailed in

Section 4.1, they shall be entitled to Rewards.

5.2 The Stockist Outlet shall continue to receive the Rewards whilst the obligations detailed in Section 4.1 continue to be satisfied by that Outlet.

5.3 No Rewards shall be transferred to, or used by or for the benefit of any General Outlet.

All Rewards must be used by the Stockist Outlet for the benefit of the Shop Front Sales Channel.

5.4 Any Rewards shall be reduced by the proportion of the Year during which the Outlet

did not qualify as a Stockist Outlet.

5.5 For the purposes of the Rewards, where the values are quoted in Appendix 2 and

Appendix 3 in GBP, Euros, USD or AUD, for an Outlet to convert these values to their

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local currency, the Games Workshop Global Price Index (GPI) should be used. The current GPI is as set out below in relation to conversion from GBP, but this may be varied by GW without notice from time to time:

DKK = 10

SEK = 12

NOK= 11

CAD = 1.98

POL = 5

NZD=3.3

YEN =230 CNY = 10 HKD = 13.6 MYR = 6.2 SGD = 240

6 Suspension and Termination

6.1 GW may suspend an Outlet’s status as a Stockist Outlet, and the entitlement of that

Outlet to any Rewards, on giving written notice to the Trade Account, if a Stockist Outlet

fails to satisfy the obligations detailed in Section 4.1: 6.1.1 more than once in any three consecutive Months; or

6.1.2 more than three times in any Year.

6.2 GW may terminate an Outlet’s status as a Stockist Outlet, and the entitlement of that Outlet to any Rewards, without liability, immediately on giving written notice to the Trade Account, if a Stockist Outlet abuses any of the Rewards. Such abuses include, but shall not be limited to:

6.2.1 re-allocation of Rewards to General Outlets; and

6.2.2 use of Rewards for the benefit of any Sales Channel other than Shop Front Sales Channel.

6.3 A Stockist Outlet may terminate its commitment to any Range (except Best Sellers:

Foundation) at any time by written notice to GW without impacting its status as a Stockist Outlet. The Stockist Outlet shall lose its entitlement to Rewards in respect of any terminated Ranges.

6.4 If a Stockist Outlet terminates its commitment to Best Sellers: Foundation, the Outlet’s status as a Stockist Outlet, and all Rewards, shall terminate immediately.

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6.5 If an Outlet elects to reinstate: 6.5.1 its commitment to a Range; or

6.5.2 its status as a Stockist Outlet

at any time, the obligations detailed in Section 4.1 must be satisfied for a period of not less than 3 Months. If these obligations are satisfied throughout this period, the Rewards shall be reinstated.

6.6 If GW has terminated an Outlet’s status as a Stockist Outlet under Section 6.2 on more than occasion, any subsequent reinstatement of the status of that Outlet as a Stockist Outlet shall be at the complete discretion of GW.

7 Questions

If a Trade Account has any questions in connection with the Stockist Program, they are advised to send an email to tradepolicies@gwplc.com.

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Appendix 1

Stockist Ranges Bestsellers: Foundation - Range Principles

Best Sellers: Foundationrepresents the best selling Products from each of our main ranges. It is specifically designed to maximise stock turn and therefore deliver maximum returns for Stockist Outlets.

The number of Products dedicated to each range has been calculated in accordance with GW’s global sales split (by game system).

Minimum Stock Levels have been calculated based on estimated annual turnover of each Product based on existing performance.

Best Sellers: Advanced- Range Principles Best Sellers: Advanced represents the Products that any Stockist Outlet wishing to support the ‘Hobby’ side of the GW Product range will stock. The following principles are used to ascertain the contents of Best Sellers: Advanced. They must be applied in the order listed: 1. The bestselling Citadel paint range as determined by GW from time to time. 2. Hobby materials as per the sales numbers constrained by the display space available

upon the hobby rack. Hobby materials must be chosen from the following Product types:

Paint Brushes Spray Paints Glues Scenery/Game Accessories Tools

3. Best Sellers: Advanced includes selected codes from the Best Sellers: Foundation superseding appropriate requirements/commitments and rewards

Extra: Box 45 - Range Principles

The Extra: Box 45 Range consists of the next tranche of best selling Products after the Bestsellers: Foundation range. A smaller Range than the other Ranges it is designed to allow Stockist Outlets to try a larger range in a controlled and supported manner, without the full commitment of investment and space required by the Extra: Box 200 Range. The following principles are used to ascertain the contents of the Extra: Box 45 Range; 1. Will consist of the 35 - 45 additional codes of Product. 2. Products will be chosen based on their sales (volume) performance and the sales (value)

split of GW’s main ranges. Extra: Box 200 - Range Principles

Extra: Box 200 consists of a wider range of GW’s best selling Products after the Bestsellers: Foundation range (and includes the Products within the Extra: Box 45 Range). A significantly larger Range than the other Ranges, this Range is designed for the Stockist Outlet that wishes

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to commit further investment and space to the GW Product range, but wishes to do so in a controlled and supported manner. The following principles are used to ascertain the contents of the Extra: Box 200 Range. They must be applied in the order listed; 1. Will consist of the 200-220 additional codes of Product. 2. Products will be chosen based on their sales (volume) performance and the sales (value)

split of GW’s main ranges.

3. The Extra: Box 200 range supersedes all aspects of Extra:Box 45 range

Extra: Paint 78 – Range Principles

The Extra: Paint 78 Range consists of the next layers of GW’s best selling paints. The range is designed to allow Stockist Outlets to try a larger range of paint in a controlled and supported manner without the full commitment of investment required by the Bestsellers: Advanced Range. The following principles are used to ascertain the contents of the Extra: Paint 78 Range:

1. Will consist of 78 codes of paint selected from the 209 codes in the Bestsellers: Advanced range.

2. Products will be chosen based on their sales (volume) performance and sales (value) split of GW’s main ranges.

3. The Extra: Paint78 range includes selected codes in the Bestsellers:Foundation range superseding the appropriate requirements/commitments and rewards

Extra: Paint 300 – Range Principles The Extra: Paint 300 Range consists of the full range of GW paints and hobby supplies. This range is designed for the Stockist Outlet that wishes to commit further investment and space to the GW Product range, The following principles are used to ascertain the contents of the Extra: Paint 300 Range:

1. Will consist of all main range GW paints and hobby supplies.

2. The Extra:Paint 300 range supersedes all aspects of the BestSellers:Advanced and Extra:Paint 78 ranges.

Extra: Black Library – Range Principles

Extra: Black Library represents the bestselling novels set in the Games Workshop Universes. It is specifically designed to appeal to as many Games Workshop hobbyists and avid readers as possible and allow outlets to offer their customers access to the Black Library imprint. Additional Ranges

From time to time GW may add additional, optional Ranges to the Stockist Program on a temporary or permanent basis. These Ranges represent Products that support the GW hobby but represent an additional investment in both space and stock that may not be suitable for all Outlets. Appendix 2

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Rewards Bestsellers: Foundation Range

(i) Access to direct sales through the GW global webstore (excluding Black Library

and Forgeworld webstores).

This allows an Outlet to process customer orders for a wider range of products, without such Outlets exposing themselves to an unnecessary stock risk. Outlets shall benefit from a net margin of 25% on products purchased through direct sales, (if the Outlet chooses to sell at MRP, and subject to VAT arrangements). Stockist Outlets shall receive a payment rebate from GW in respect of any orders through direct sales. This service is only offered in respect of purchases from local webstores. Purchases from any other GW webstore shall not be eligible for a rebate. Only a single account (as registered in the name of the Stockist Outlet) shall be recognized for each Stockist Outlet. Purchases using the direct to GW retail store option shall not be eligible for a rebate. The value of a Stockist Outlet’s purchases through direct sales (which will receive a rebate) is capped at a maximum of £2,000/€2,600/USD3,300/AUD5,300 (GW retail price) during each Month. Purchases above this cap shall not receive any rebate. If a Stockist Outlet purchases goods above this cap, priority on the rebate will be attached to standard VAT rate goods above discounted VAT rate goods. For the purposes of calculating the rebate offered, the date of invoice is used to identify which Month the purchases fall into. If a Stockist Outlet has overdue invoices at the end of a Month, any purchases in that Month will not be eligible for a rebate. All direct sales through the GW global webstore are subject to standard delivery charges as specified on the GW global webstore. Products ordered through direct through trade must be delivered direct to the Stockist Outlet, and not to GW retail stores or direct to customers. Products ordered through direct through trade shall remain subject to the Conditions of Sale. The terms and conditions of sale on the GW global webstore shall not be applicable to direct through trade purchases.

(ii) Marketing and Promotional Support

Marketing and promotional support including: (a) reimbursement of marketing costs incurred in connection with the promotion of

Games Workshop Products, with reimbursement to be in the form of Products ; (b) activity support (e.g. creating terrain boards);

(c) events support (e.g. tournament tables); and

(d) display support (e.g. window displays).

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A Stockist Outlet wishing to use Marketing and Promotional support should contact GW

to discuss the support required and the purpose for which that support will be used. The

Stockist Outlet must have sufficient Marketing and Promotional support value available.

GW shall ascertain from Stockist Outlets what the Marketing and Promotional support is to be used for, the expected output, and shall agree any outputs with the Stockist Outlet prior to dispatch. GW may refuse to supply any Marketing and Promotional support if it is not satisfied with any information (or the lack of information) provided by an Outlet.

Where Marketing and Promotional support is to be provided, GW shall add the Marketing

and Promotional support to the next order for the Stockist Outlet, with the price for that

support being of zero value.

After Marketing and Promotional support has been used, GW shall obtain feedback from

the Stockist Outlet as to what was achieved using that Marketing and Promotional

support.

The value of Marketing and Promotional support under Bestsellers: Foundation range shall be as specified in Appendix 3.

(iii) Standard Point of Sale materials

GW may provide standard POS to Stockist Outlets free of charge. Stockist Outlets must use POS for the purposes for which it was provided. POS shall only be dispatched with an Order. Further details in respect of POS are available on request from GW.

(iv) Store Finder listing on the Games Workshop Website

Stockist Outlets shall be advertised by GW through the ‘Store Finder’ sections of the Games Workshop Website (4 weeks processing time).

(v) No Minimum Order Value

The Minimum Order Value shall not apply to Stockist Outlets, but this shall be limited to a maximum of 2 Orders per week (subject to the Order limits in Trade Terms). Any additional Orders shall be subject to the Minimum Order Value.

(vi) Free Shipping on all Orders

No carriage charges shall be payable by Stockist Outlets, but this shall be limited to a maximum of 2 Orders per week (subject to the Order limits in Trade Terms). Any additional Orders shall be subject to usual carriage charges.

(vii) Free display racking

Stockist Outlets are entitled to display racking which must be used for the intended purpose. If display racking has been provided previously, the Stockist Outlet may not be entitled to further display racking.

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Entitlement to display racking under Best Sellers (1) Range is for 1m display rack (product code 99449999354). For the avoidance of doubt, GW retains legal ownership of all display racking provided under the Stockist Program (and it shall be made available by Stockist Outlets for collection by GW at any time on request). The use of GW racking to display or merchandise products from other manufacturers will lead to immediate penalties.

(viii) Access to Launch Promotional Material From time to time GW may produce promotional materials to support major Product launches. Stockist Outlets will be given access to various quantities and types of promotional materials dependent upon the quantity of relevant Product they order. If the required commitment is not fulfilled (for example due to credit issues) GW reserves the right to invoice Outlets for the cost of the promotional materials.

(ix) Range Maintenance From time to time GW will replace Products in the Bestsellers: Foundation range. All Products from the Bestsellers: Foundation range which are replaced may be returned to GW for credit (up to the quantity set by the Minimum Stock Level) if not sold by Stockist Outlets after 12 weeks (or shorter at GW’s discretion) of the replacement Products having been delivered except in the case of these Products being transferred to another range committed to by the Outlet. Exact methodology for the return will vary by territory (typically through the return of barcodes through the postal service) but will always be at the Outlets cost and subject to the Outlet maintaining all requirements of the Stockist Program (and the relevant range) in the intervening period.

Bestsellers: Advanced Range (i) Free Hobby Rack

Stockist Outlets are entitled to a hobby rack which must be used for the intended purpose.

If a hobby rack has been provided previously, the Stockist Outlet may not be entitled to a further hobby rack. For the avoidance of doubt, GW retains legal ownership of all hobby racking provided under the Stockist Program (and it shall be made available by Stockist Outlets for collection by GW at any time on request)

(ii) Marketing and Promotional Support (as detailed above)

The value of Marketing and Promotional support under Bestsellers: Advanced Range shall be as specified in Appendix 3.

(iii) Event Support

Stockist Outlets are eligible for support packages (listed below) to directly support in market and in store activity. Stockist Outlets are eligible for up to 4 of each pack per Year, subject to providing GW with satisfactory evidence of use. 99440199035 40K Painting Demo Pack

99440299016 Age of Sigmar Painting Demo Pack

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Extra: Box 45 Range

(i) Marketing and Promotional Support (as detailed above)

The value of Marketing and Promotional support under Extra: Box 45 Range shall be as specified in Appendix 3.

Extra: Box 200 Range (i) Marketing and Promotional Support (as detailed above)

The value of Marketing and Promotional support under Extra: Box 200 Range shall be as specified in Appendix 3.

(ii) Free display racking (as detailed above)

Entitlement to display racking under Extra: Box 200 range is for 2 x 1m display rack (product code 99449999200).

(iii) Access to Campaign Activity Packs

From time to time GW may produce activity packs aimed at supporting Stockist Outlets in running in-store activities for end user customers. These packs will be made available to Extra: Box 200 Stockists to purchase.

(iv) Printed Material Support

The Extra: Box 200 range contains a selection of GW bestselling printed Products (including rulebooks, codices and battle tomes). From time to time GW will replace these Products. In these situations, Outlets that have committed to the Extra: Box 200 range may return the replaced lines to GW for credit (up to the quantity set by the Minimum Stock Level) if not sold by Stockist Outlets after 12 weeks (or shorter at GW’s discretion) of the replacement Products having been delivered except in the case of these Products being transferred to another range committed to by the Outlet. Exact methodology for the return will vary by territory (typically through the return of barcodes through the postal service) but will always be at the Outlets cost and subject to the Outlet maintaining all requirements of the Stockist Program (and the relevant range) in the intervening period.

Extra: Paint 78 Range

(i) Marketing and Promotional Support

The value of Marketing and Promotional support under Extra: Paint 78 Range shall be as specified in Appendix 3.

(ii) Free Display Racking

Entitlement for display racking under the Extra:Paint 78 range is for 1 x 78 slot Paint Rack

Extra: Paint 300 Range (i) Marketing and Promotional Support

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The value of Marketing and Promotional support under Extra: Paint 300 Range shall be as specified in Appendix 3.

(ii) Event Support

Stockist Outlets are eligible for support packages (listed below) to directly support in market and in store activity. Stockist Outlets are eligible for up to 4 of each pack per Year, subject to providing GW with satisfactory evidence of use.

99440199035 40K Painting Demo Pack

99440299016 Age of Sigmar Painting Demo Pack

(iii) Free Display Racking

Entitlement for display racking under the Extra:Paint 300 range is for 2 x 150 slot Paint Racks

Extra: Black Library Range

(i) Printed Material Support

The Extra: Black Library range contains the bestselling novels set in the Games Workshop Universes. It is specifically designed to appeal to as many Games Workshop hobbyists and avid readers as possible and allow outlets to offer their customers access to the Black Library imprint. From time to time GW will replace these Products. In these situations, Outlets that have committed to the Extra: Black Library range may return the replaced lines to GW for credit (up to the quantity set by the Minimum Stock Level) if not sold by Stockist Outlets after 12 weeks (or shorter at GW’s discretion) of the replacement Products having been delivered except in the case of these Products being transferred to another range committed to by the Outlet. Exact methodology for the return will vary by territory (typically through the return of barcodes through the postal service) but will always be at the Outlets cost and subject to the Outlet maintaining all requirements of the Stockist Program (and the relevant range) in the intervening period.

(ii) Free display racking (as detailed above)

Entitlement to display racking under Extra: Black Library range is for 1 x Black Library Free Standing Display Unit (product code 99449981043)

Appendix 3 Marketing and Promotional Support Values

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The values below reflect the Marketing and Promotional Support Reward available per year. Stockist Outlets are only entitled to a single Marketing and Promotional Support Reward amount per year for (i) Miniatures Ranges and (ii) Hobby Ranges, and will only receive the highest Reward value for the Miniatures Ranges and Hobby Ranges which the Stockist Outlet has committed to. For example, an Outlet participating in both the Bestsellers: Foundation range and the Extra: Box 200 range, and the Extra Paint 78 Range and the Extra: Paint 300 range, would receive only the £500 reward, not both the £150 and the £500 reward, for Miniatures Ranges, and only the £250 reward, not both the £50 and £250, for Hobby Ranges.

Miniatures Ranges GBP Euro USD AUD

Bestsellers: Foundation £150 € 195 $250 $420

Extra: Box 45 £200 € 260 $330 $560

Extra: Box 200 £500 € 650 $825 $1,400

Hobby Ranges

Extra: Paint 78 £50 € 65 $80 $140

Bestsellers: Advanced £150 € 195 $250 $420

Extra: Paint 300 £250 € 325 $400 $700

The above amount shall be prorated for each month of qualification to the Stockist Program, and reset at the start of every Year. All prices are quoted at Games Workshop MRP.

Marketing and Promotional support shall not be ‘rolled over’ from Year to Year, and any unused Marketing and Promotional support at the end of each Year shall be lost. For example, an Outlet participating in both the Bestsellers: Foundation range and the Extra: Box 200 range, and the Extra: Paint 300 range, would receive only the £500 Miniatures Range reward, not both the £150 and the £500 reward, and the £250 reward for Hobby Ranges, thus receiving a total of £750. In this example, although stock existing corresponding to Extra Box: 45 (contained within Extra Box: 200) and Extra Paint 78 and Best Sellers Advanced (contained with Extra Paint 300) is present, the rewards come from the highest ranges committed to.