METCASH LIMITED — AGM Information 2012

Jul 26, 2012

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Metcash Limited

ABN 32 112 073 480 50 Waterloo Road Macquarie Park NSW 2113 Australia

27 July 2012

PO Box 6226 Silverwater Business Centre NSW 1811 Australia Ph: 61 2 9751 8200 Fax: 61 2 9741 3027

ASX Limited Company Announcements Office Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Metcash Limited 2012 Annual General Meeting – Listing Rule 3.17

We advise that the following documents will be lodged with Australia Post for dispatch to shareholders today:

• Notice of Meeting and Explanatory Memorandum

• • Proxy form

The 2012 Annual General Meeting will be held on Thursday, 30 August 2012 at 2.30pm at the Sydney Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney.

Yours faithfully

Greg Watson Company Secretary

Metcash Limited ABN 32 112 073 480

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Notice of annual general meeting Notice is given that the 2012 annual general meeting of Metcash Limited (Company) will be held at the Sydney Room, Sofitel Sydney Wentworth, 61–101 Phillip Street, Sydney, New South Wales on Thursday, 30 August 2012 at 2.30pm

Notice of annual general meeting 2012

AGENDA ITEMS

Ordinary business

1 Financial report

To receive and consider the financial report of the Company and the reports of the directors and auditors for the year ended 30 April 2012.

2 Resolutions to elect and re-elect directors

Shareholders are asked to consider, and if thought fit, to pass each of the following resolutions as separate ordinary resolutions:

(a) To re-elect Mr Michael Butler as a director

“That Mr Michael Butler, being a director of the Company who retires by rotation under rule 8.1(d)(2)(A) and (B) of the Company’s constitution, and being eligible, is reelected as a director of the Company.”

(b) To re-elect Mr Edwin Jankelowitz as a director

“That Mr Edwin Jankelowitz, being a director of the Company who retires by rotation under rule 8.1(d)(2)(A) and (B) of the Company’s constitution, and being eligible, is re-elected as a director of the Company.”

(c) To elect Mr Ian Morrice as a director

“That Mr Ian Morrice, being a director of the Company who was appointed by the directors on 12 June 2012 under rule 8.1(c) and who retires under rule 8.1(d)(1) of the Company’s constitution, and being eligible, is elected a director of the Company.”

Mr Richard Longes who also retires by rotation under rule 8.1(d)(2)(A) and (B) of the Company’s constitution, will not offer himself for re-election, and will therefore retire at the conclusion of the Annual General Meeting.

3 Resolution to adopt the remuneration report

Shareholders are asked to consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the remuneration report that forms part of the directors report of the Company for the financial year ended 30 April 2012 be adopted.”

The remuneration report is set out on pages 35 to 55 of the 2012 annual report. Please note that the vote on this resolution is advisory only, and does not bind the directors or the Company.

Voting exclusion statement

The Corporations Act 2001 ( Corporations Act ) restricts members of key management personnel ( KMP ) and their closely related parties from voting in relation to item 3 in certain circumstances.

Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP.

The Company will disregard any votes cast (in any capacity) on the proposed resolution in item 3 by or on behalf of:

• members of the KMP (being the directors and the other KMP as disclosed in the Remuneration Report); and

• closely related parties of those persons,

unless the vote is cast

• as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• by the Chairman of the meeting as proxy for a person entitled to vote in accordance with an express authority to vote undirected proxies as the Chairman sees fit.

What this means for shareholders: If you intend to appoint a member of the KMP (such as one of the directors) as your proxy, please ensure that you direct them how to vote on item 3. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him how to vote by marking the boxes for item 3 (for example, if you wish to vote for, against or abstain from voting), or you can not mark any of the boxes for item 3, and give the Chairman your express authority to vote your undirected proxy (in which case the Chairman will vote in favour of this item of business).

Special business

4 Resolution to increase the maximum aggregate remuneration of non-executive directors

Shareholders are asked to consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the maximum aggregate remuneration payable to the non-executive directors of the Company in a financial year be increased by $300,000 to $1,600,000 for the purposes of rule 8.3(a) of the Company’s constitution and ASX Listing Rule 10.17.”

Voting exclusion statement

In accordance with the ASX Listing Rules, the Board will disregard any votes cast on item 4:

• in any capacity by a director of the Company or any of their associates; and

• as a proxy by a member of the KMP or a closely related party of a member of the KMP.

However, a vote will not be disregarded if:

• it is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

What this means for shareholders: If you intend to appoint a member of the KMP (such as one of the directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in item 4. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him how to vote by either marking the boxes for item 4 (for example, if you wish to vote for, against or abstain from voting), or by marking the Chairman’s box on the proxy form (in which case the Chairman will vote in favour of this item of business).

Metcash Limited ABN 32 112 073 480

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5 Special Resolutions to approve the giving of financial assistance under section 260B(2) of the Corporations Act

Shareholders are asked to consider, and if thought fit, to pass each of the following resolutions as a separate special resolution:

• (a) Financial assistance to be provided by Franklins Pty Limited and, if required, by Interfrank Group Holdings Pty Limited and its subsidiaries

“That, for the purposes of section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the financial assistance to be provided by Franklins Pty Limited and, if required, by Interfrank Group Holdings Pty Limited or any of its subsidiaries from time to time in connection with the Franklins Acquisition as described in the explanatory memorandum accompanying the notice relating to the proposal to pass this resolution.”

(b) Financial assistance to be provided by Mittenmet Ltd and, if required, its subsidiaries

“That, for the purposes of section 260B(2) of the Corporations Act 2001 (Cth), approval is given for the financial assistance to be provided by Mittenmet Limited and, if required, any of its subsidiaries from time to time in connection with the Mitre 10 Acquisition as described in the explanatory memorandum accompanying the notice relating to the proposal to pass this resolution.”

Explanatory memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this notice of meeting.

By Order of the Board

Dated: 13 July 2012

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Greg Watson Company Secretary

BACKGrOuND INfOrMATION

The following information forms part of this notice of meeting.

Entitlement to vote and required majority

Snapshot time

It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the annual general meeting, shares will be taken to be held by the persons who are the registered holders at 7 pm on Tuesday, 28 August 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Required majority

The resolutions described in items 2 – 4 (inclusive) are ordinary resolutions and each will be passed if at least 50% of the votes cast by shareholders entitled to vote on the resolution are cast in favour of the resolution.

The resolutions described in item 5 are special resolutions and each will be passed if at least 75% of the votes cast by shareholders entitled to vote on the resolution are cast in favour of the resolution.

The vote on each resolution will be decided on a show of hands or a poll as determined by the Chairman of the meeting, subject to any requirements of the Corporations Act and the Company’s constitution.

On a resolution determined by a show of hands, each shareholder present in person or by proxy has one vote. On a resolution determined by a poll, each shareholder present in person or by proxy has one vote for each fully paid ordinary share held.

Proxies and corporate representatives

A shareholder entitled to attend and vote can do so either by:

• attending and voting in person, or if the shareholder is a corporate shareholder, appointing a representative on the shareholder’s behalf; or

• appointing a proxy to attend and vote for the shareholder.

Voting by corporate representative

Any corporate shareholder or proxy must appoint a person to act as its representative. The representative must bring a formal notice of appointment signed as required by section 127 of the Corporations Act or the constitution of the corporation. A form of notice of appointment can be obtained from Boardroom Pty Limited or downloaded from www.boardroomlimited.com.au/forms.html

Voting by proxy

If a shareholder does not want to attend the meeting but is entitled to attend and vote, the shareholder can appoint a representative or the Chairman as proxy to vote for the shareholder. A proxy need not be a shareholder of the Company and can be either an individual or a body corporate. The proxy can be appointed in respect of some or all of the votes held by the shareholder. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Metcash Limited ABN 32 112 073 480

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Notice of annual general meeting 2012 – continued

If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If a shareholder appoints two proxies, neither are entitled to vote as proxy on a show of hands at the meeting.

If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the meeting.

Completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned to Boardroom Pty Ltd at least 48 hours before the meeting for the proxy to be effective (that is, no later than 2.30pm Sydney time on Tuesday 28 August 2012 ). The proxy form and authority must be received at the Company’s corporate registry:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 OR by facsimile: +61 2 9290 9655

OR online @ www.boardroomlimited.com.au/vote/ metcashagm2012

Voting exclusions

Certain voting restrictions apply to item 3 (adoption of remuneration report) and item 4 (increase of non-executive director fee cap). If you wish to appoint a member of the key management personnel (which includes each of the directors and the Chairman) as your proxy, please read the voting exclusions in this Notice and the proxy form carefully. Shareholders are encouraged to direct their proxies how to vote.

How the Chairman will vote available proxies The Chairman of the meeting intends to vote all available proxies in favour of the resolutions set out in this Notice.

Default to the Chairman

Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting, who is required to vote proxies as directed.

Voting by attorney

Where a shareholder appoints an attorney to act on his or her behalf at the meeting, such appointment must be made by a duly executed power of attorney. The power of attorney must be received by 2.30pm Sydney time on Tuesday, 28 August 2012. The power of attorney must be returned to Boardroom Pty Limited as set out above.

Admission to meeting

Shareholders or their proxies, attorneys or representatives who will be attending the meeting are asked to arrive 15 minutes prior to the start of the meeting and to bring their proxy form to help speed admission. Shareholders who appoint a proxy or attorney may still attend the meeting. However, if the shareholder votes on a resolution, the proxy or attorney is not entitled to vote as that shareholder’s proxy or attorney on the resolution.

ExPlANATOry MEMOrANDuM TO ShArEhOlDErS

Metcash Limited

ABN 32 112 073 480

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the annual general meeting.

Ordinary business

1 Annual financial report

The Corporations Act requires:

• the reports of the directors and auditors; and

• the annual financial report, including the financial statements of the Company for the year ended 30 April 2012,

to be laid before the annual general meeting. Neither the Corporations Act nor the Company’s constitution requires a vote of shareholders on the reports or statements (other than the non-binding vote in respect of the remuneration report forming part of the directors report – see the resolution in item 3). However, shareholders will be given ample opportunity to raise questions or comments on the reports and statements at the meeting.

Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the Company’s auditor questions relevant to the conduct of the audit and the preparation and content of the auditor’s report.

2 Resolutions to elect and re-elect directors

Mr Michael Butler, Mr Edwin Jankelowitz and Mr Richard Longes each retire by rotation as directors of the Company in accordance with rule 8.1(d)(2)(A) and (B) of the Company’s constitution.

Mr Michael Butler and Mr Edwin Jankelowitz being eligible, offer themselves for re-election as directors of the Company in accordance with rule 8.1(f) of the Company’s constitution.

Mr Ian Morrice was appointed as a director by the directors of the Company on 12 June 2012 in accordance with rule 8.1(c) of the Company’s constitution. In accordance with rule 8.1(d), Mr Morrice retires from office at the annual general meeting, and being eligible, offers himself for election as a director of the Company in accordance with rule 8.1(f).

Profiles of directors standing for election and re-election Michael Butler

Michael Butler has extensive experience in investment banking gained as an Executive Director of Bankers Trust’s Corporate Finance Group and as Executive Vice President of its Private Equity group. He is currently a director of N.M. Superannuation Pty Ltd and AMP Superannuation Limited. He was previously a Non executive Director and Chairman of Ausdoc Group Limited, Freightways Express Limited, Hamilton Island Limited, Members Equity Bank Pty Limited, Industry Super Holdings Pty Ltd, Verticon Group Limited, Position Partners Pty Ltd and APN Property Group Ltd.

Shareholders who do not plan to attend the meeting are encouraged to complete and return a proxy form.

Metcash Limited ABN 32 112 073 480

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Edwin Jankelowitz

Edwin Jankelowitz is Chairman of Kervale Investments Pty Ltd and a non-executive director of Chester Capital Pty Ltd. He was previously CFO of Metcash and was appointed a non-executive Director in 2011.

A reasonable opportunity for discussion of the remuneration report will be provided at the annual general meeting. The vote on the resolution in item 3 is advisory only, and does not bind the directors or the Company.

Recommendation

After qualifying as a Chartered Accountant he spent 12 years with Adcock Ingram Ltd eventually being promoted to Group Company Secretary and Finance Director. He then consulted in business management and tax before taking a position with Caxton Ltd where he progressed to Finance Director, Managing Director and Chairman.

Edwin has spent over 38 years in corporate offices of listed companies and was a member of the Income Tax Special Court in South Africa for 20 years.

Ian Morrice

Ian Morrice has over three decades of retail experience as Managing Director, Trading Director and Retail Director for some of the UK’s leading retailers, including Dixons and The Kingfisher Group. Ian was Group CEO and Managing Director of New Zealand’s Warehouse Group from 2004 to 2011.

Ian’s key areas of expertise include strategy, brand and category development, multi-channel and new store format roll-out, product sourcing and supply chain innovation.

Ian is an Advisor to the Board of Spotlight Pty Ltd and associated companies.

Recommendation

The directors, having conducted an assessment of the performance of Messrs Butler and Jankelowitz (in their absence), believe that it is in the interests of shareholders that they be re-elected as members of the Board and recommend (with Mr Butler and Mr Jankelowitz abstaining from voting in respect of their own election) that shareholders vote in favour of the corresponding resolution.

The directors, having conducted an assessment of the skills and experience of Mr Morrice (in his absence), believe that it is in the interests of shareholders that he be elected as a member of the Board and recommend (with Mr Morrice abstaining from voting) that shareholders vote in favour of the corresponding resolution.

3 Resolution to adopt the remuneration report

Shareholders are asked to adopt the Company’s

remuneration report. The remuneration report is set out on pages 35 to 55 of the 2012 annual report and is also available on the Company’s website www.metcash.com. The remuneration report:

• describes the policies behind, and structure of, the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

• sets out the remuneration details for the non-executive directors, the CEO and the group executives of the Company who together have the authority and responsibility for planning, directing and controlling the activities of the Company; and

The Board unanimously recommends that shareholders vote in favour of this Resolution.

Special business

4 Resolution to increase the maximum aggregate remuneration of non-executive directors

Shareholder approval is being sought to increase the amount fixed by the Company as the maximum aggregate remuneration for non-executive directors of the Company for a financial year.

The current amount fixed by the Company as the maximum aggregate remuneration for non-executive directors of the Company for a financial year is $1,300,000.

For the purposes of rule 8.3(a) of the Company’s constitution and Listing Rule 10.17, shareholder approval is sought to increase by $300,000 the maximum aggregate remuneration from $1,300,000 to $1,600,000 per annum.

The last increase in the maximum aggregate remuneration was in 2010 when the $1,300,000 maximum was set.

The present increase is sought as the number of nonexecutive directors has increased from six to eight since 2010.

The Board believes that effective leadership and governance are essential to the Company’s future success. For this reason the fees paid to non-executive directors need to be competitive and must enable the Company to attract motivate and retain directors of the highest quality.

The higher maximum aggregate remuneration will allow the Company the flexibility to increase the number of non-executive director appointments, whilst providing accommodation for future fee increases in line with industry standards.

Recommendation

The directors do not make any recommendation in respect of this Resolution given the interest of the non-executive directors.

• 5 Special resolutions to approve the giving of financial assistance under section 260B(2) of the Corporations Act

A. Background

Franklins Acquisition

On 30 September 2011, Metcash Trading Limited ( Metcash Trading ), a wholly owned subsidiary of the Company, acquired the entire issued share capital of Interfrank Group Holdings Pty Limited ( Interfrank ) the holding company of the group that owned the Franklins supermarkets, under the terms of the amended and restated sale and purchase agreement dated 30 September 2011 between Metcash Trading and Pick n Pay Retailers (Pty) Ltd ( franklins Acquisition ).

• explains the differences between the bases for remunerating non-executive directors and executives.

Metcash Limited ABN 32 112 073 480

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Notice of annual general meeting 2012 – continued

Mitre 10 Acquisition

On 25 March 2010, following the implementation of schemes of arrangement involving Mitre 10 Australia Limited ( M10A ) and Mitre 10 Limited ( M10l ), Metcash Trading became the holder of 50.1% of the issued share capital of Mittenmet Limited ( Mittenmet ) ( Ordinary Shares Acquisition ), the holding company of M10A and M10L. This 50.1% interest is comprised of the entire issued ordinary share capital of Mittenmet. The former shareholders of M10A and M10L hold the remaining 49.9% of share capital in Mittenmet by way of redeemable convertible preference shares ( rCP Shares ).

Under the constitution of Mittenmet, Metcash Trading has the right to require Mittenmet to redeem all the RCP Shares ( redemption right ) within the 30 day period following finalisation of the 30 June 2012 audited accounts ( Accounts ) of Mittenmet and its subsidiaries ( Mitre 10 Group ). If this right is exercised, the RCP Shares will be cancelled upon redemption and, accordingly, Metcash Trading will hold the entire issued share capital of Mittenmet ( rCP redemption ).

On 20 June 2012, the Company announced that, subject to the Accounts being in accordance with its expectations and there being no material adverse changes to the market or operations prior to the accounts being finalised, it is proposed that Metcash Trading will exercise its Redemption Right. This remains the intention as at the date of the notice of annual general meeting which this explanatory memorandum accompanies.

The Ordinary Shares Acquisition and the RCP Redemption are referred to collectively in this explanatory memorandum as the Mitre 10 Acquisition.

B. Financial assistance

Section 260A(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) expressly allows a company to financially assist a person to acquire shares in itself or a holding company of the company if the assistance is approved by shareholders under section 260B of the Corporations Act.

Section 260B of the Corporations Act relevantly provides:

• (a ) in section 260B(1), that for the company to financially assist a person as described above, the financial assistance must be approved by its shareholders by:

(1) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares or by their associates; or

• (2) a resolution agreed to by all ordinary shareholders at a general meeting; and

• (b) if the company will be a subsidiary of a listed domestic corporation ( listed holding Company ) immediately after the relevant share acquisition, then the financial assistance must also be approved by a special resolution of the shareholders of the Listed Holding Company passed under section 260B(2).

Franklins Acquisition

Upon completion of the Franklins Acquisition, the Company became the Listed Holding Company of Interfrank and its subsidiaries ( franklins Group ), including Franklins Pty Limited.

Accordingly, shareholders of the Company are asked to consider and, if though fit, resolve to approve the resolution in item 5(a) to enable Franklins Pty Limited and, if required, Interfrank and any other member or members of the Franklins Group (with each being a franklins Guarantor ) to financially assist Metcash Trading in connection with the Franklins Acquisition ( franklins financial Assistance resolution ).

Mitre 10 Acquisition

The Company is the Listed Holding Company of the Mitre 10 Group and will remain so after the RCP Redemption is effected.

Accordingly, shareholders of the Company are asked to consider and, if though fit, resolve to approve the resolution in item 5(b) to enable Mittenmet and, if required, any other member or members of the Mitre 10 Group (with each being a Mitre 10 Guarantor ) to financially assist Metcash Trading in connection with the Mitre 10 Acquisition ( M10 financial Assistance resolution ).

C. Funding arrangements

Syndicated Facility Agreements

As part of the ongoing financing arrangements of the Company and its subsidiaries ( Metcash Group ), including Metcash Trading, Metcash Trading entered into a syndicated facility agreement dated 17 March 2005 with various financiers and Australia and New Zealand Banking Group Limited ( ANZ ) acting as the facility agent ( 2005 Syndicated facility Agreement ).

Metcash Trading used funds drawn under the 2005 Syndicated Facility Agreement to assist in the financing of the Ordinary Shares Acquisition.

On 14 October 2011, Metcash Trading refinanced the 2005 Syndicated Facility Agreement by entering into a new syndicated facility agreement with various financiers and ANZ acting as the facility agent ( 2011 Syndicated facility Agreement ).

• franklins Acquisition: Metcash Trading used funds drawn under the 2005 Syndicated Facility Agreement to assist with financing the Franklins Acquisition.

• Mitre 10 - rCP redemption: The Company understands that if Metcash Trading elects to exercise its Redemption Right, Mittenmet will require Metcash Trading to subscribe for new shares to the extent necessary to fund the RCP Redemption. In those circumstances, Metcash Trading may draw down funds under the 2011 Syndicated Facility Agreement to fund the share subscription.

Common Provisions Deed Poll

On 10 February 2011, Metcash Trading, the Company and certain subsidiaries in the Metcash Group (Metcash Trading, the Company and those subsidiaries collectively, the Metcash Guarantors ) entered into a Common Provisions Deed Poll (CPDP) made in favour of any person who is a ‘Finance Party’ under the CPDP from time to time ( finance Party ). ANZ, as the facility agent, and each of the financiers under the 2011 Syndicated Facility Agreement are such Finance Parties.

Metcash Limited ABN 32 112 073 480

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In summary, the terms of the CPDP require that (subject to specified exceptions and to allowances where shareholder approvals are needed):

• (a) the gross value of the Metcash Guarantors constitute 90%, or more, of the consolidated gross assets value of the Metcash Group;

• (b) the Metcash Guarantors, in aggregate, contribute 90%, or more, of the EBITDA of the Metcash Group; and

• (c) each ‘Material Subsidiary’ (being a wholly owned subsidiary of the Company whose gross asset value constitutes 5% or more of the consolidated gross asset value of the Metcash Group or who contributes 5% or more of the EBITDA of the Metcash Group) is a Metcash Guarantor,

(together, the Guarantor Test ).

The Metcash Guarantors currently satisfy the Guarantor Test. To ensure that the Metcash Guarantors continue to satisfy the Guarantor Test after this annual general meeting, the Company proposes that the necessary subsidiaries of the Company, that are required in order to satisfy the Guarantor Test, accede as ‘Guarantors’ to the CPDP.

A failure by the Metcash Guarantors to comply with the terms of the CPDP could result in an ‘Event of Default’ (as that term is defined in the CPDP), in the absence of the Finance Parties providing the required waivers. If an ‘Event of Default’ were to occur under the CPDP, the funding under the 2011 Syndicated Facility Agreement and any other funding provided under any other document which is a ‘Finance Document’ for the purposes of the CPDP (collectively, the finance Documents ) may be required to be repaid.

It is therefore proposed that, in compliance with the terms of the CPDP, the Franklins Guarantor in respect of the Franklins Acquisition, and the Mitre 10 Guarantor in respect of the Mitre 10 Acquisition, will accede as ‘Guarantors’ to the CPDP pursuant to a guarantor accession deed poll as soon as reasonably practicable after the annual general meeting (and in any event within the period of 45 days after the annual general meeting).

The CPDP contains terms which are considered customary in the current market for corporate facilities to borrowers of a similar nature to the Metcash Group, including events of default, representations, warranties and undertakings (including a negative pledge, certain financial undertakings and undertakings not to dispose of assets, provide financial accommodation or give guarantees, each of which is subject to agreed exceptions) from each Metcash Guarantor. The CPDP also contains a guarantee and indemnity given by each Metcash Guarantor in favour of each Finance Party in respect of all amounts outstanding under any Finance Document, including the 2011 Syndicated Facility Agreement.

Upon execution of each guarantor accession deed poll, the Franklins Guarantor and the Mitre 10 Guarantor will (among other things) become bound by the guarantees, indemnities and undertakings and give the representations and warranties under the CPDP.

Other members of the Franklins Group, in addition to Franklins Pty Limited, may in the future also provide or be

required to provide financial assistance in connection with the Franklins Acquisition.

Similarly, other members of the Mitre 10 Group, in addition to Mittenmet, may in the future also provide or be required to provide financial assistance in connection with the Mitre 10 Acquisition.

For the avoidance of doubt, if the RCPS Redemption is not effected, the Mitre 10 Guarantor will not accede as ‘Guarantors’ to the CPDP.

D. Financial assistance approvals

The entry into the guarantor accession deed poll by the Franklins Guarantor in connection with the Franklins Acquisition and by the Mitre 10 Guarantor in connection with the Mitre 10 Acquisition constitutes the giving of financial assistance for purposes of the relevant provisions of the Corporations Act.

Pursuant to the Corporations Act, the giving of the financial assistance by the Franklins Guarantor in connection with the Franklins Acquisition and by the Mitre 10 Guarantor in connection with the Mitre 10 Acquisition is required to be approved by a resolution agreed to by all ordinary shareholders of the Franklins Guarantor and the Mitre 10 Guarantor (as relevant) pursuant to section 260B(1) of the Corporations Act. These approvals will be sought once it is known that the Franklins Financial Assistance Resolution and the M10 Financial Assistance Resolution have been approved as required at the annual general meeting of the Company.

It is noted that:

• the Franklins Financial Assistance Resolution also approves the giving of such financial assistance by a member of the Franklins Group, in addition to Franklins Pty Limited, if required in the future; and.

• the Mitre 10 Financial Assistance Resolution also approves the giving of such financial assistance by a member of the Mitre 10 Group, in addition to Mittenmet, if required in the future.

Each of the Franklins Financial Assistance Resolution and the M10 Financial Assistance Resolution must be approved by a special resolution, that is, 75% or more of the votes cast by shareholders of the Company present and voting at the annual general meeting (either in person or by proxy).

E. Effect of the financial assistance

The purpose for the giving of the financial assistance, as described above, is to enable the Company, Metcash Trading and the other Metcash Guarantors to continue to comply with their obligations under the CPDP after the annual general meeting and will enable the Metcash Group to continue to have access to funding under the Finance Documents, including the 2011 Syndicated Facility Agreement. In addition, the Franklins Guarantor and the Mitre 10 Guarantor will benefit from the Metcash Group being able to access funding in the bank and capital markets in the future.

The Company

As the Company (in its capacity as a Metcash Guarantor) is already liable for the amounts payable under the Finance Documents, including the 2011 Syndicated Facility Agreement, the giving of the financial assistance described

Metcash Limited ABN 32 112 073 480

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Notice of annual general meeting 2012 – continued

in this explanatory memorandum by the Franklins Guarantor and by the Mitre 10 Guarantor (as the case may be) is unlikely to have any adverse effect on the Company.

Franklins Guarantor and Mitre 10 Guarantor

The giving of the financial assistance described in this explanatory memorandum will affect the Franklins Guarantor and the Mitre 10 Guarantor (as the case may be) as each such guarantor will have guaranteed all amounts payable under each Finance Document, including the 2011 Syndicated Facility Agreement. The operations of the Franklins Guarantor and the Mitre 10 Guarantor will also be restricted by the representations and undertakings given by them under the CPDP and they will also be liable for the amounts due under the Finance Documents.

In addition to making a demand on the Company, the financiers may make a demand under the guarantee and indemnity provided by the Franklins Guarantor or the Mitre 10 Guarantor (as the case may be) under the CPDP, requiring immediate repayment of the amounts due under each Finance Document, including the 2011 Syndicated Facility Agreement. Such a demand could ultimately result in the winding up of the Franklins Guarantor or the Mitre 10 Guarantor (as the case may be) and a sale of that guarantor’s assets, if it were unable to repay the amounts due. This could result in a return to the Company (and ultimately its shareholders) that is significantly lower than could have been achieved by the Company had those assets been sold in the ordinary course of business or had the relevant guarantor continued trading.

In addition, the Franklins Guarantor and the Mitre 10 Guarantor may be required to:

• subordinate any intercompany claims;

• transfer assets to, or assume other liabilities of, the Company or Metcash Trading or other subsidiaries or related bodies corporate of the Company;

• make available directly or indirectly their cash flows (whether through dividends, capital distributions, intercompany loans or otherwise) or other resources in order to enable the Company or Metcash Trading and the other Metcash Guarantors to comply with their payment and other obligations in respect of the CPDP and Finance Documents;

• consent or agree to amendments to the CPDP and the Finance Documents, including amendments that make their obligations more onerous;

• provide additional support which may include incurring additional obligations and/or providing additional guarantees; and

• provide other financial assistance in connection with the Franklins Acquisition or Mitre 10 Acquisition (as the case may be), including, without limitation, in connection with any refinancing of the 2011 Syndicated Facility Agreement or the refinancing of any other Finance Document.

The directors of the Company do not currently believe that any of the Company, Metcash Trading, any of the other Metcash Guarantors, or the Mitre 10 Guarantor or the Franklins Guarantor are likely to default in their obligations

under the CPDP or any Finance Document, including the 2011 Syndicated Facility Agreement.

Disadvantages of the proposed resolution

As the Company is already liable for, and has provided a guarantee and indemnity under the CPDP in connection, the 2011 Syndicated Facility Agreement (and certain other Finance Documents), the directors of the Company do not believe there are any disadvantages to the Company of the Franklins Financial Assistance Resolution or the M10 Financial Assistance Resolution, except that, as noted above, the operations of the Franklins Guarantor and the Mitre 10 Guarantor will be restricted by the representations and undertakings given by them under the CPDP.

The disadvantages of the proposed resolution for the Franklins Guarantor and the Mitre 10 Guarantor include the following:

• they will become liable for the amounts due under the Finance Documents, including the 2011 Syndicated Facility Agreement;

• their operations, and the operations of their subsidiaries, will be restricted by the representations and undertakings given by them under the CPDP; or

• the financiers may make a demand under the guarantee and indemnity provided by the Franklins Guarantor and the Mitre 10 Guarantor under the CPDP, requiring immediate repayment of the amounts due under any Finance document, including the 2011 Syndicated Facility Agreement.

A demand made under the CPDP or any Finance Document could ultimately result in the consequences more fully described in section E above.

Prior notice to Australian Securities & Investments Commission As required by section 260B(5) of the Corporations Act, a copy of the notice of annual general meeting and this explanatory memorandum as sent to the shareholders were lodged with the Australian Securities & Investments Commission prior to being sent to shareholders of the Company.

Disclosure

The directors consider that this explanatory memorandum contains all information known to the Company that would be material to the shareholders of the Company in deciding how to vote on the Franklins Financial Assistance Resolution and the M10 Financial Assistance Resolution other than information which it would be unreasonable to require the Company to include because it has been previously disclosed to the shareholders of the Company.

Recommendation

For the reasons set out above, the directors of the Company consider the resolutions in item 5 are in the best interests of the Company.

The directors of the Company unanimously recommend that the shareholders of the Company vote in favour of each of the Franklins Financial Assistance Resolution and the M10 Financial Assistance Resolution.

Metcash Limited ABN 32 112 073 480

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Metcash Limited ABN 32 112 073 480

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FOR ALL ENQUIRIES CALL:

(within Australia) 1800 655 325 (outside Australia) +61 2 9290 9696

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 2.30PM, TUESDAY 28[th] AUGUST 2012

TO VOTE ONLINE

This is your address as it appears on the company‟s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

STEP 1 : VISIT www.boardroomlimited.com.au/vote/metcashagm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

Reference Number:

Please note it is important to keep this confidential

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company‟s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company‟s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses (subject to certain limitations set out below). If you mark more than one box on an item your vote on that item will be invalid.

Default to the Chairman of the meetings : Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting who is required to vote proxies as directed.

Proxy voting by key management personnel : The key management personnel of Metcash Limited (which includes each of the directors and the Chairman) and their closely related parties will not be able to vote your proxy on items 3 and 4 unless

you tell them how to vote. If you intend to appoint a member of the key management personnel or one of their closely related parties as your proxy, please ensure that you direct them how to vote on each of items 3 and 4 by marking the boxes opposite those resolutions.

If you have appointed the Chairman as your proxy (or the Chairman becomes your proxy by default), you can direct him how to vote by marking the boxes for items 3 and 4. If you do not mark any of the boxes opposite items 3 and 4, you are expressly authorising the Chairman of the Meeting to cast your vote as he sees fit (in which case the Chairman of the meetings will vote in favour of these items of business). However, the Chairman of the meeting will not be able to cast your vote on item 4 unless you also mark the Chairman‟s box (immediately above step 3).

STEP 3 Sign the Form

The form must be signed in the spaces provided as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 2.30pm on Thursday, 30 August 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX + 61 2 9290 9655

IN PERSON Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/metcashagm2012 or turnover to complete the Form 

Metcash Limited ABN 32 112 073 480

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STEP 1 - Appointment of Proxy

I/We being a member/s of Metcash Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the 2012 Annual General Meeting of Metcash Limited to be held at the Sydney Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney, NSW 2000 on Thursday, 30[th] August 2012 at 2.30pm and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chairman authorised to exercise proxies on remuneration related matters (items 3 and 4): If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of items 3 and 4 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my/our proxy even though items 3 and 4 are connected directly or indirectly with the remuneration of, a member of key management personnel for Metcash Limited.

The Chairman of the Meeting will vote all undirected proxies in favour of all resolutions (including items 3 and 4). If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), and you wish to give the Chairman specific voting directions on items 3 and 4 , you should mark the appropriate box/es opposite those item in step 2 below (directing the Chairman to vote „for‟, „against‟ or to „abstain‟ from voting). If you do not mark the box/es, you are expressly authorising the Chairman of the Meeting to vote in favour of items 3 and 4 . However, the Chairman of the meeting will not be able to cast your vote on item 4 unless you also mark the Chairman‟s box below (immediately above step 3).

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

STEP 2 - Vot	ing	directions to your Proxy – please markto indicate your direction	s
Ordinary Business			For	Against Abstain*
Item 2	(a)	To re-elect Mr Michael Butler as a director
Item 2	(b)	To re-elect Mr Edwin Jankelowitz as a director
Item 2	(c)	To elect Mr Ian Morrice as a director
Item 3		To adopt the remuneration report
Special Business
Item 4		To increase the Non-Executive Directors‟ Aggregate Fee Limit to A$1,600,000
Item 5	(a)	To approve the provision of financial assistance by Franklins Pty Limited and, if required, by Interfrank Group Holdings Pty Limited or any of its subsidiaries
Item 5	(b)	To approve the provision of financial assistance by Mittenmet Ltd and, if required, any of its subsidiaries

The Chairman of the Meeting intends to vote all available proxies in favour of each of the items of business.

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for item 4 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of item 4, please mark this box. By marking the box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if the Chairman of the Meeting has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark the box, and you have not otherwise directed your proxy how to vote on item 4, the Chairman of the Meeting will not cast your votes on item 4 and your votes will not be counted in computing the required majority if a poll is called on this item.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Director/Company Secretary

Contact Daytime Telephone ………………………………….. Date / / 2012

Contact Name ……………………………….……..