METCASH LIMITED — Share Issue/Capital Change 2020

Jun 28, 2020

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Metcash Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 32 112 073 480
1.3	*ASX issuer code	MTS
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.
1.5	*Date of this announcement	Monday, 29 June 2020

• See chapter 19 for defined terms 31 January 2020

Page 1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☒+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☐Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here:
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.

• See chapter 19 for defined terms 31 January 2020

Page 2

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

				payment up of equity +securities	payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		619,892 Performance Rights
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Senior Executive Performance Rights Plan Rules attached.
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Yes
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities Jeffery Adams Same 232,558 Brad Soller Same 83,023 Christopher Baddock Same 65,116 Scott Marshall Same 83,023 Annette Welsh Same 11,102
		insert the name of the associate in	“Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
		Jeffery Adams	Same		232,558
		Brad Soller	Same		83,023
		Christopher Baddock	Same		65,116
		Scott Marshall	Same		83,023
		Annette Welsh	Same		11,102
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:

• See chapter 19 for defined terms 31 January 2020

Page 3

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.	Performance rights being granted under the Metcash Senior Executive Performance Rights Plan as deferred component of FY20 short-term incentive entitlement for members of Metcash Limited’s Group Leadership Team.
2.3	*The +securities being issued are: Tick whichever is applicable	☒Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☐New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	Performance Rights (ASX security code MTSAK)
3A.2	*Number of +securities being issued	619,892
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.
3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

• See chapter 19 for defined terms 31 January 2020

Page 4

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.
3B.4	*Number of +securities being issued
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes or No
3B.5b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”.	Yes or No
3B.5c	*Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.
3B.5d	*Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.
3B.5e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

• See chapter 19 for defined terms 31 January 2020

Page 5

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		Yes or No
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.
	*Will there be CDIs issued over the +securities?	Yes or No
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	X:Y
	*Is it a partly paid class of +security?	Yes or No
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	X:Y
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	Yes or No
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.

• See chapter 19 for defined terms 31 January 2020

Page 6

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).
	*Expiry date The date on which the options expire or terminate.
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list	☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).
	*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	Frequency of coupon/interest payments per year Select one item from the list.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other

• See chapter 19 for defined terms 31 January 2020

Page 7

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments
	Interest rate per annum Answer this question if the interest rate type is fixed.	% p.a.
	*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	Yes or No
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.
	*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed	Yes or No
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.
	*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	Yes or No
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	% p.a.
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	Yes or No
	*Maturity date Answer this question if the security is not perpetual

• See chapter 19 for defined terms 31 January 2020

Page 8

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	Yes or No
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	23 June 2020
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No

• See chapter 19 for defined terms 31 January 2020

Page 9

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.
4.3	Any other information the entity wishes to provide about the issue	Not applicable.

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX security code and description	*Total number of +securities on issue
Performance Rights (ASX security code MTSAK)	7,884,429

• See chapter 19 for defined terms 31 January 2020

Page 10

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	No
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	Yes

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

Page 11

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	619,892 Performance Rights
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No
6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

Introduced 01/12/19; amended 31/01/20

• See chapter 19 for defined terms 31 January 2020

Page 12

January 2016

Senior Executive Performance Rights Plan Rules

Metcash Limited ABN 32 112 073 480

Contents

Table of contents

	Senior Executive Performance Rights Plan Rules 3	Senior Executive Performance Rights Plan Rules 3
1	Definitions and interpretation 3
	1.1	Dictionary .................................................................................................................. 3
	1.2	Interpretation ............................................................................................................. 6
2	Invitation to participate 6
	2.1	The Board may issue invitations to Eligible Executives............................................ 6
	2.2	Number of Performance Rights ................................................................................ 7
	2.3	Information in invitation ............................................................................................. 7
	2.4	Invitations to take precedence .................................................................................. 7
3	Applications for Performance Rights 7
	3.1	Eligible Executive may apply for Performance Rights .............................................. 7
	3.2	Application for number of Performance Rights specified in invitation ...................... 7
4	Grant of Performance Rights 8
	4.1	Company to grant or procure grant of Performance Rights ..................................... 8
	4.2	Performance Rights are not transferable .................................................................. 8
5	Vesting of Performance Rights 8
	5.1	Vesting ...................................................................................................................... 8
	5.2	Lapse of a Performance Right .................................................................................. 8
	5.3	Cessation of employment ......................................................................................... 9
	5.4	Circumstances in which a Participant will cease to be an employee ....................... 9
	5.5	Performance Rights lapse on a winding up .............................................................. 9
	5.6	Fraudulent or dishonest actions ................................................................................ 9
	5.7	Performance Rights may be cancelled if Participant consents .............................. 10
	5.8	Vesting procedure ................................................................................................... 10
	5.9	Shares to be quoted on ASX .................................................................................. 11
	5.10	Change of control.................................................................................................... 11
	5.11	Payment of cash equivalent .................................................................................... 12
6	Restriction on disposal of Shares 12
	6.1	Restriction period .................................................................................................... 12
	6.2	Waiver of restriction period ..................................................................................... 12
	6.3	No disposal of Shares while restricted.................................................................... 12
	6.4	Enforcement of Restriction Period .......................................................................... 12
	6.5	Lapse of restrictions attaching to Shares ............................................................... 13
7	Dividends, voting rights and notices of meetings 13
	7.1	Dividends ................................................................................................................ 13
	7.2	Voting rights ............................................................................................................ 13
	7.3	Notices of meetings ................................................................................................ 13
8	Withdrawal of Shares and transfer of Shares to Participants 13
	8.1	Withdrawal of Shares generally .............................................................................. 13
	8.2	Withdrawal Notice ................................................................................................... 14

Senior Executive Performance Rights Plan Rules Contents 1

I.49572236.5

Contents

	8.3	Board approval ........................................................................................................ 14
	8.4	Specified time, interval or periods for approval ...................................................... 14
	8.5	Approval must not be unreasonably withheld ......................................................... 14
	8.6	Board may decline approval ................................................................................... 14
9	Trustee 15
	9.1	Rights and obligations ............................................................................................ 15
	9.2	Costs ....................................................................................................................... 15
	9.3	Administration and holding of Shares ..................................................................... 15
	9.4	Registration of Shares ............................................................................................ 15
10	Bonus issues and reconstruction 15
	10.1	Bonus issues ........................................................................................................... 15
	10.2	Reorganisation ........................................................................................................ 16
	10.3	Limited right to participate in new issues ................................................................ 16
	10.4	Fairness in application ............................................................................................ 16
11	Amendments 16
	11.1	Board may amend................................................................................................... 16
	11.2	Restrictions on amendments .................................................................................. 16
	11.3	Notice of amendments ............................................................................................ 17
	11.4	Retrospective effect ................................................................................................ 17
12	Miscellaneous 17
	12.1	Terms of employment not affected by Plan ............................................................ 17
	12.2	Board to administer ................................................................................................. 17
	12.3	Consent to the use of personal information ............................................................ 18
	12.4	Withholding ............................................................................................................. 18
	12.5	Board power to waive ............................................................................................. 18
	12.6	Board decision is final ............................................................................................. 18
	12.7	Compliance with Applicable Laws .......................................................................... 18
	12.8	Adjustments to Plan in the case of foreign resident Participants ........................... 19
	12.9	Termination ............................................................................................................. 19
	12.10	Notices .................................................................................................................... 19
	12.11	Governing law ......................................................................................................... 19

Contents 2

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Senior Executive Performance Rights Plan Rules

1 Definitions and interpretation

1.1 Dictionary

In this Plan, unless the context otherwise requires:

Term	Meaning
Applicable Laws	any one or more or all, as the context requires of:
	1the Corporations Act;
	2the Listing Rules;
	3the constitution of the Company;
	4Taxation Laws;
	5any practice note, policy statement, regulatory guide, class order,
	declaration, guideline, policy, procedure, ruling, judicial interpretation
	or other guidance note made to clarify, expand or amend (a), (b), (c),
	and (d) above; and
	6any other legal requirement that applies to the Plan.
ASX	ASX Limited ACN 008 624 691 trading as the Australian Securities
	Exchange.
Board	the board of Directors of the Company, a committee appointed by such
	board of Directors or a duly authorised person or body to which the
	Board has delegated its powers under the Plan.
Company	Metcash Limited ACN 112 073 480.
Control	has the meaning given in section 50AA of the Corporations Act.
Corporations Act	the Corporations Act 2001 (Cth) as amended from time to time.
Current Market Price	in relation to a Share, the arithmetic average of the daily volume
	weighted average market price (rounded to the nearest cent) of all
	Shares sold on the ASX during the previous 20 trading days, or any
	other calculation as determined by the Board.

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Term	Meaning
Director	has the meaning given in section 9 of the Corporations Act.
Eligible Executive	a full or part-time employee (including a Director employed in an
	executive capacity) of a Group Company who is declared by the Board
	to be eligible to receive grants of Performance Rights under the Plan.
Expiry Date	the date which is seven years after the Grant Date.
Financial Misstatement	a material misstatement or omission in the financial statements of a
Circumstance	Group Company or any other circumstances or events which, in the
	opinion of the Board, may, or are likely to, affect the Company’s or a
	Group Company’s financial soundness or require re-statement of the
	Company’s or a Group Company’s financial accounts, including, without
	limitation, as a result of misrepresentations, errors, omissions, or
	negligence.
Grant Date	in relation to a Performance Right means the date from which the
	Performance Right takes effect.
Group Company	the Company, its Subsidiaries and any other entity declared by the
	Board to be a member of the group for the purposes of the Plan.
Listing Rules	the Listing Rules of the ASX as they apply to the Company from time to
	time.
Participant	a person who has been granted a Performance Right under the Plan.
Performance	one or more conditions which must be satisfied or circumstances which
Condition	must exist before a Performance Right can vest.
Performance Right	a right to acquire a Share (or in certain circumstances, to a cash
	payment in lieu of a Share) in the manner set out in this Plan.
Plan	the Metcash Limited Senior Executive Performance Rights Plan as set
	out in these rules, subject to any amendments or additions made under
	rule11.
Restricted Shares	has the meaning given to it in rule 6.1.

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Term	Meaning
Restriction Period	has the meaning given to it in rule 6.1.
Securities	has the meaning given in the Listing Rules.
Settlement Rules	the ASX Settlement Operating Rules.
Share	a fully paid ordinary share in the capital of the Company.
Subsidiary	has the meaning given in section 9 of the Corporations Act.
Takeover Bid	has the meaning given in section 9 of the Corporations Act.
Takeover Event	means any of:
	1the Board recommending that shareholders of the Company accept
	any Takeover Bid for Shares; and
	2a Takeover Bid for Shares becoming unconditional.
Taxation Laws	the_Income Tax Assessment Act_1936 (Cth) and the_Income Tax_
	Assessment Act 1997(Cth), each as amended from time to time.
Trust	the “Metcash Employee Share Trust”, being an employee share trust
	established by the Company for the sole purpose of subscribing for or
	acquiring, delivering, allocating and holding Shares in the Company for
	the benefit of the Participants and participants in other employee equity
	incentives schemes established by the Company from time to time.
Trust Deed	the trust deed executed by the Company and the Trustee on 15 June
	2010.
Trustee	Australian Executor Trustees Limited ACN 007 869 794, who has
	agreed to act as the initial trustee of the Trust on the terms and
	conditions set out in the Trust Deed.
Withdrawal Notice	a written notice given by a Participant to the Company requesting that
	some or all of the Participant’s Shares held by the Trustee on behalf of
	the Participant be sold or transferred to the Participant or as that
	Participant directs, which notice must:

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• Term Meaning 1 be signed by the relevant Participant; 2 specify the number of Shares to be sold or transferred; and 3 be in the form set out in the Schedule.

1.2 Interpretation

In this Plan, headings are for convenience only and do not affect the interpretation of the Plan and unless the context otherwise requires:

• (a) any words importing the singular include the plural and vice versa; (b) words importing a gender include any gender; (c) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

• (d) a reference to the Listing Rules includes any variation, consolidation or replacement of those rules and is to be taken to be subject to any waiver or exemption granted to the Company from compliance with those rules;

• (e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

• (f) any reference to the Board includes the Board, any committee appointed by the Board, or any person or body to which the Board has delegated its powers under this Plan; and

• (g) a reference in the Plan to a party to a document includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of the Trustee, includes any substituted or additional trustee.

2 Invitation to participate

2.1 The Board may issue invitations to Eligible Executives

• (a) The Board may from time to time, in its absolute discretion, issue invitations in writing (in such form as the Board decides) to Eligible Executives inviting applications for the grant of Performance Rights on the terms set out in the Plan and on such additional terms and Performance Conditions as the Board determines (which may include granting the Performance Rights in tranches) for up to the number of Performance Rights specified in the invitation.

• (b) Unless the Board otherwise determines, no amount is payable by an Eligible Executive in relation to the grant of a Performance Right or on vesting of a Performance Right.

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2.2 Number of Performance Rights

The number of Performance Rights specified in each invitation will be determined by the Board in its absolute discretion.

2.3 Information in invitation

The Board will advise each Eligible Executive who is issued an invitation of the following information relevant to the Performance Rights that may be granted under the Plan pursuant to that invitation:

• (a) the number of Performance Rights which may be granted (each Performance Right entitling its holder to one Share on that Performance Right vesting);

• (b) the date and time by which the application for Performance Rights must be received by the Company;

• (c) the date on which, subject to these rules, the Performance Rights will vest (in accordance with rule 5);

• (d) any applicable Performance Conditions attaching to the Performance Rights; and

• (e) any other relevant conditions to be attached to the Performance Rights or Shares (including, for example, any restrictions on transfer of the Shares).

2.4 Invitations to take precedence

To the extent of any inconsistency, the terms and conditions advised to an Eligible Executive by the Board in an invitation will prevail over any other provision of these Rules.

3 Applications for Performance Rights

3.1 Eligible Executive may apply for Performance Rights

Following receipt of an invitation, application for the Performance Rights specified in the invitation may be made by the Eligible Executive.

3.2 Application for number of Performance Rights specified in invitation

• (a) The Eligible Executive may apply for up to the number of Performance Rights specified in the invitation in accordance with the instructions in the invitation, or in any other way the Board determines.

• (b) Nothing limits the Board’s ability to treat the conduct of an Eligible Executive in respect of an invitation (including the failure of an Eligible Executive to complete and return a rejection form within the time specified in the instructions in the invitation) as a valid application under these Rules.

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4 Grant of Performance Rights

4.1 Company to grant or procure grant of Performance Rights

On acceptance of an application for Performance Rights, the Company may grant Performance Rights to the Eligible Executive, with effect from such date as the Board determines or as may be determined in accordance with a resolution of the Board, on the terms set out in the Plan and additional terms as the Board determines, and for this purpose a Performance Right may be:

• (a) a right to acquire a Share or a right to subscribe for a Share; or

• (b) a right for the Trustee to subscribe for, acquire and/or allocate a Share and to hold the Share on behalf of the relevant Participant.

4.2 Performance Rights are not transferable

• (a) Subject to rule 4.2(b), a Performance Right granted under the Plan is not capable of being transferred by the Participant and will lapse immediately if it is transferred.

• (b) Rule 4.2(a) will not apply to the transmission of Performance Rights to a legal personal representative of a Participant following the Participant’s death.

5 Vesting of Performance Rights

5.1 Vesting

• (a) Subject to these rules, each Performance Right issued to a Participant will vest on the date specified in the invitation.

• (b) The vesting of a Performance Right under rule 5.1(a) is conditional on the satisfaction of the Performance Conditions attaching to the Performance Right.

• (c) Notwithstanding rule 5.1(b) and subject to the Listing Rules:

• (1) if a provision of these rules or a term of an invitation states that a Performance Right may vest in circumstances where the Performance Conditions have not been satisfied, the Performance Right may vest in accordance with that provision or term;

• (2) the Board may vest some or all of a Participant’s Performance Rights even if a Performance Condition has not been satisfied, if the Board considers that to do so would be in the interests of the Company; and

• (3) the vesting of a Participant’s Performance Rights may be subject to such further conditions as determined by the Board.

5.2 Lapse of a Performance Right

An unvested Performance Right will lapse on the earliest to occur of:

• (a) the Performance Right lapsing in accordance with a provision of these rules;

• (b) the applicable Performance Conditions not being achieved within any prescribed period; and

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• (c) any date set out in an invitation by which it is stated that the Performance Right will automatically lapse.

5.3 Cessation of employment

• (a) Where a Participant ceases to be an employee of any Group Company, the Board, in its discretion, may determine that some or all of a Participant’s Performance Rights:

• (1) lapse;

• (2) vest (immediately or subject to conditions); and/or

• (3) are no longer subject to some of the conditions or restrictions (including any Performance Condition) that previously applied.

• (b) The Board may specify in an invitation how a Participant’s Performance Rights will be treated on cessation of employment with a Group Company. The applicable treatment may vary depending on the circumstances in which the Participant’s employment ceases. In specifying a cessation treatment, the Board may preserve some or all of its discretion under rule 5.3(a).

5.4 Circumstances in which a Participant will cease to be an employee

A Participant will not be treated for the purposes of these rules as ceasing to be an employee of a Group Company until such time as the Participant is no longer an employee of any of the Group Companies.

5.5 Performance Rights lapse on a winding up

If a resolution is passed to wind up the Company, the Performance Rights lapse automatically on the passing of the resolution.

5.6 Preventing inappropriate benefits

• (a) Where, in the opinion of the Board:

• (1) a Participant has:

  • (A) acted fraudulently or dishonestly;

  • (B) has engaged in gross misconduct;

  • (C) has engaged in an act which has brought the Company or a Group Company into disrepute;

  • (D) has breached his or her duties or obligations to any Group Company; or

  • (E) is convicted of an offence or has a judgment entered against them in connection with the affairs of any Group Company;

• (2) there is a Financial Misstatement Circumstance;

• (3) a Participant’s Performance Rights vest or may vest as a result of the fraud, dishonesty or breach of duties or obligations of any other person and, in the opinion of the Board, the Performance Rights would not have otherwise vested; or

• (4) the Company is required by or entitled under law or Company policy to reclaim remuneration from a Participant,

the Board may determine that:

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• (5) any of the following held by or on behalf of the Participant:

  • (A) unvested Performance Rights;

  • (B) vested Performance Rights; and

  • (C) Restricted Shares and/or Shares allocated under this Plan,

  • will lapse or be deemed to be forfeited (as the case may be), and/or

• (6) a Participant must pay or repay (as the case may be) to the Company as a debt:

  • (A) all or part of the net proceeds of sale where Shares allocated under the Plan have been sold;

  • (B) any cash payment received in lieu of an allocation of Shares pursuant to rule 5.11; and/or

  • (C) any dividends received in respect of Shares allocated under the Plan.

• (b) The Board may specify in an invitation additional circumstances in which a Participant’s entitlement to Performance Rights may be reduced or extinguished.

5.7 Performance Rights may be cancelled if Participant consents

Notwithstanding any other provisions of the Plan, and subject to the Listing Rules, if a Participant and the Board have agreed in writing that some or all of the unvested Performance Rights granted to that Participant may be cancelled on a specified date or on the occurrence of a particular event, then the Board may cancel those Performance Rights on the relevant date or on the occurrence of the particular event (as the case may be).

5.8 Vesting procedure

(a) Subject to rule 5.8(e), each Performance Right entitles the Participant to one Share upon vesting.

• (b) Subject to rule 5.8(e), upon the vesting of Performance Rights, the Participant becomes entitled to be issued, transferred or allocated the relevant Shares as soon as practicable after the date of vesting pursuant to the provisions of rule 5.8(c).

(c) As soon as practicable after a Performance Right under the Plan has vested, the Board must determine (in its absolute discretion and subject to rule 5.8(e)) to either:

• (1) issue to or procure the transfer to the Participant or his or her personal representative (as the case may be) of one Share in respect of each Performance Right of the Participants which has vested; or

• (2) instruct the Trustee to subscribe for, acquire and/or allocate, one Share in respect of each Performance Right of the Participant which has vested, such Shares are to be held by the Trustee in the Trust on trust for the benefit of the Participant subject to the terms and conditions of the Trust Deed,

provided that the Company will not be entitled to issue Shares to Directors without any shareholder approval that may be required under the Listing Rules being obtained.

• (d) All Shares issued, acquired or allocated on the vesting of Performance Rights (as the case may be) under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue, acquired or allocated except:

• (1) as regards any rights attaching to the Shares by reference to a record date prior to the date of their issue, acquisition or allocation; or

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• (2) in respect of any restrictions on disposal or otherwise dealing in the Shares determined pursuant to rule 6.1.

• (e) The Board may determine that the vesting of some or all of a Participant’s Performance Rights will be satisfied by the Company making a cash payment in lieu of an allocation of Shares pursuant to rule 5.11. For the avoidance of doubt, where the Board determines to satisfy some or all of a Participant’s Performance Rights in this way, the Participant has no entitlement to receive that payment until the Performance Rights have vested.

• (f) The Board may determine, prior to making a grant of Performance Rights, that vesting of those Performance Rights will only be satisfied through an allocation of Shares to the Participant in accordance with rule 5.8, and not by making a cash payment under rule 5.8(e).

• (g) The Company and any person nominated by the Company from time to time are irrevocably appointed jointly and severally by each Participant as attorney to do all things necessary or considered by the Company to be appropriate to effect a transfer, issue or allocation of Shares upon vesting of a Performance Right, including agreeing to become a member of the Company on the Participant’s behalf.

• (h) If the Shares to which a Participant becomes entitled on vesting are to be acquired on a stock market, the Company may make any necessary arrangements to effect the purchases for and on behalf of the Participant.

5.9

Shares to be quoted on ASX

If Shares of the same class as those issued, acquired or allocation (as the case may be) under the Plan are quoted by the ASX, the Company will apply to the ASX within the period required by ASX for those Shares to be quoted.

5.10 Change of control

• (a) The Board may, in its absolute discretion, vest all or a specified number of a Participant’s Performance Rights where:

• (1) there is a Takeover Event;

• (2) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;

• (3) any person becomes bound or entitled to acquire shares in the Company under:

  • section 414 of the Corporations Act (upon a scheme of arrangement being approved); or

  • Chapter 6A of the Corporations Act (compulsory acquisition following a Takeover Bid); or

• (4) the Board in its reasonable discretion determines that any other transaction, event or state of affairs is likely to result in a change in the Control of the Company, or should be treated in the same way as a change in Control of the Company (whether for some or for all Participants).

• (b) If no determination is made or if the Board determines that some or all of a Participant’s Performance Rights shall not vest, those Performance Rights will automatically lapse, unless the Board determines otherwise.

• (c) If a company ( Acquiring Company ) obtains Control of a Group Company or the business in which a Participant works and the Company, the Acquiring Company and the Participant agree, the Participant may, upon vesting of Performance Rights, be provided

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with shares of the Acquiring Company or its parent in lieu of Shares on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares.

5.11

Payment of cash equivalent

• (a) Where the Board exercises its discretion under rule 5.8(e) to make a cash payment to a Participant in lieu of an allocation of Shares, the Company must pay to the Participant an amount in Australian dollars (or any other currency determined by the Board in its absolute discretion) equivalent to the value of Performance Rights that have vested and that the Board determines will be settled by a cash payment under rule 5.8(e).

• (b) The amount of the cash payment referred to in rule 5.11(a) will be calculated by multiplying the number of Shares in respect of which Performance Rights have vested or been exercised by the Current Market Price.

• (c) Where the Board determines that the payment under rule 5.11(a) is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate of the relevant currency for the 5 trading days prior to the date of vesting.

6 Restriction on disposal of Shares

6.1 Restriction period

• (a) Where the Board issues an invitation to an Eligible Executive inviting an application for the grant of Performance Rights, the Board may, in its discretion, determine that a restriction period will apply to some or all of the Shares issued or transferred to a Participant, or which are issued or transferred to, or allocated by, the Trustee to be held on behalf of the Participant, following vesting of their Performance Rights ( Restricted Shares ), up to a maximum of 7 years from the Grant Date ( Restriction Period ).

• (b) The Board may specify in any invitation any forfeiture or other conditions that will apply to Restricted Shares during the Restriction Period.

6.2 Waiver of restriction period

The Board may, in its sole discretion, having regard to the circumstances at the time, waive a Restriction Period and any forfeiture or other conditions determined pursuant to rule 6.1.

6.3 No disposal of Shares while restricted

A Participant must not dispose of or otherwise deal with any Shares issued, transferred to, or allocated by the Trustee to be held on behalf of the Participant under the Plan while they are Restricted Shares.

6.4 Enforcement of Restriction Period

The Company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Restricted Shares for as long as those Shares are Restricted Shares and to enforce any forfeiture or other conditions that apply to the Restricted Share.

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6.5 Lapse of restrictions attaching to Shares

When a Share ceases to be a Restricted Share, all restrictions on disposing of or otherwise dealing or purporting to deal with that Share provided in or under these rules will cease.

7 Dividends, voting rights and notices of meetings

7.1 Dividends

In accordance with rule 5.8(d), where the Trustee holds Shares on behalf of a Participant, a Participant will be entitled to receive from the Trustee all dividends actually paid by the Company on those Shares held on behalf of the Participant by the Trustee.

7.2 Voting rights

Where the Trustee holds Shares on behalf of a Participant, a Participant may direct the Trustee by notice in writing as to how to exercise the voting rights attaching to those Shares held on the Participant’s behalf by the Trustee, either generally or in respect of a particular resolution, by way of proxy. In the absence of any such direction, the Trustee must not exercise the voting rights attaching to the Shares held on behalf of the Participant by the Trustee.

7.3

Notices of meetings

Where the Trustee holds Shares on behalf of a Participant, the Company must, or by direction of the Board the Trustee must, forward to a Participant a copy of any notices of meetings of members of the Company received by the Trustee, unless the Participant has notified the Trustee in writing that the Participant does not wish to receive such notices.

8 Withdrawal of Shares and transfer of Shares to Participants

8.1 Withdrawal of Shares generally

Unless the Board determines otherwise, any Shares held by the Trustee in the Trust for the benefit of a Participant pursuant to this Plan, will remain held in the Trust for the benefit of the relevant Participant and subject to this rule 8, unless and until the Shares are withdrawn from the Trust by:

• (a) the relevant Participant submitting (or being deemed to have submitted) to the Company a Withdrawal Notice;

• (b) the Board approving that Withdrawal Notice under this rule 8; and

• (c) the Trustee acting in accordance with any such approval by the Board by transferring the legal title in those Shares, or by selling those Shares, in accordance with the direction of the Participant, and

provided at all times that those Shares have ceased to be Restricted Shares.

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8.2 Withdrawal Notice

A Participant may submit a Withdrawal Notice to the Company in respect of some or all of the Shares held by the Trustee on behalf of the Participant.

8.3

Board approval

The Board may approve the withdrawal from the Trust of all or a specified number of Shares held by the Trustee on behalf of a Participant if any of the following applies:

(a) the Participant has submitted a Withdrawal Notice to the Company in respect of the relevant number of Shares;

• (b) the Participant ceases to be an Eligible Executive (in which case the Participant will be deemed to have submitted a Withdrawal Notice in respect of all of the Shares held by the Trustee on behalf of that Participant and to have directed the Trustee to transfer the legal title in those Shares to the Participant); or

• (c) the Expiry Date has been reached (in which case, the Participant will be deemed to have submitted a Withdrawal Notice in respect of all of the Shares held by the Trustee on behalf of that Participant and to have directed the Trustee to transfer the legal title in those Shares to the Participant).

8.4

Specified time, interval or periods for approval

The Board may adopt procedures for the consideration of a Withdrawal Notice, which may (amongst other things) specify times, intervals or periods at or during which the Board will consider whether or not to approve a Withdrawal Notice submitted by a Participant from time to time.

8.5

Approval must not be unreasonably withheld

The Board must not unreasonably withhold their approval of the withdrawal of Shares from the Trust that are the subject of a Withdrawal Notice validly submitted by a Participant under this rule 8. For the avoidance of doubt, nothing in this rule 8 requires the Board to:

(a) deal with a Withdrawal Notice at an earlier time than the next time specified under any procedure adopted by the Board under rule 8.4; or

• (b) approve a Withdrawal Notice where the Board is permitted by rule 8.6 to decline to act on that Withdrawal Notice.

8.6

Board may decline approval

If a Participant owes money to any Group Company, the Board may decline to act on a Withdrawal Notice submitted, or deemed to have been submitted, by the Participant until arrangements (which are satisfactory to the Board) have been made for the payment of the money.

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9 Trustee

9.1 Rights and obligations

The Board may determine and conclude agreements with the Trustee, and enforce or prosecute any rights and obligations under such agreements, without reference or recourse to the Participants under this Plan. Without limiting the Company’s rights in this regard, the Company may, pursuant to and in accordance with any such agreements:

• (a) provide funds to the Trustee in order to allow the Trustee to subscribe for and/or acquire Shares to be held on behalf of Participants under this Plan;

• (b) pay the Trustee for services provided in connection with this Plan and the Trust;

• (c) remove the Trustee and appoint a new trustee (and make any necessary arrangements or provisions for the transfer of Shares held by the Trustee for Participants to a new trustee); and

• (d) otherwise exercise any rights, responsibilities or powers afforded to it under the Trust Deed.

9.2 Costs

The Board may determine the manner in which any costs associated with the Trust and the costs incurred in the course of the performance by the Trustee of its role and duties under this Plan and the Trust Deed are to be borne.

9.3 Administration and holding of Shares

The Trustee must administer the Trust and hold Shares under the Plan in accordance with this Plan, the Trust Deed and any procedures determined by the Company and as agreed to between the Board and the Trustee.

9.4 Registration of Shares

Unless the Board determines otherwise, where Shares are held by the Trustee on behalf of a Participant, those Shares will be registered in the name of the Trustee.

10 Bonus issues and reconstruction

10.1 Bonus issues

• (a) If Securities are issued by way of “bonus issue” (as that term is defined in the Listing Rules) to the holders of Shares, a Participant is entitled, upon vesting of a Performance Right, to receive in addition to the Share in respect of which the Performance Right vests (or the payment of a cash amount under rule 5.11), and without the payment of any further consideration, the number of Securities (or equivalent cash payment) which the Participant would have received if the Performance Right had vested before the record date for the bonus issue.

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• (b) Any additional Securities to which a Participant becomes entitled under rule 10.1(a) will, until those additional Securities are issued, transferred or allocated to the Participant, be regarded as:

• (1) additional Securities into which the Performance Rights may vest for the purposes of any subsequent application of rule 10.1(a); and

• (2) additional Performance Rights to which the Participant is entitled for the purposes of any application of rule 10.2.

10.2

Reorganisation

In the event of any reorganisation (including consolidation, sub-division, reduction, return or cancellation) of the issued capital of the Company, the number of Performance Rights to which each Participant is entitled will be changed to the extent necessary in the case of a Performance Right to an issue of a Share to comply with the Listing Rules, and in the case of a Performance Right to acquire a Share by transfer to comply with the Settlement Rules, applying to a reorganisation of capital at the time of the reorganisation.

10.3 Limited right to participate in new issues

Subject to rules 10.1 and 10.2, during the currency of any Performance Rights and prior to their vesting, Participants are not entitled to participate in any new issue of securities of the Company as a result of their holding Performance Rights.

10.4

Fairness in application

In the application of this rule 10, the Board may (as far as possible) make whatever adjustments it deems necessary or desirable to ensure that the consequences of that application are fair as between the Participants and the holders of other securities in the Company subject to the Listing Rules.

11 Amendments

11.1 Board may amend

Subject to rule 11.2 and the Listing Rules, the Board may at any time by resolution amend, add to, revoke or substitute ( amend ) all or any of the provisions of the rules (including this rule) of the Plan, or the terms of any Performance Right granted under it, in any respect.

11.2 Restrictions on amendments

Without the consent of the Participant, no amendment may be made to the terms of any granted Performance Right which, in the opinion of the Board, materially reduces the rights of the Participant in respect of that Performance Right, other than an amendment introduced primarily:

• (a) for the purpose of complying with or conforming to present or future State or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

• (b) to correct any manifest error or mistake;

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• (c) to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to Taxation Laws (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of Taxation Laws by a Court or competent jurisdiction; or

• (d) to enable any Group Company to comply with the Applicable Laws.

11.3 Notice of amendments

As soon as reasonably practicable after making any amendment under rule 11.1, the Board must give notice in writing of the amendment to any affected Participant.

11.4 Retrospective effect

• (a) The Board may determine that any amendment to these rules or the terms of Performance Rights granted under the Plan be given retrospective effect.

• (b) Amendment of these rules or the terms and conditions upon which Performance Rights are granted under the Plan by the Board shall be of immediate effect unless otherwise determined by them.

12 Miscellaneous

12.1 Terms of employment not affected by Plan

• (a) The rights and obligations of any Participant under the terms of their office or employment with a Group Company are not to be affected by their participation in the Plan and these rules will not form part of or be incorporated into any contract of engagement or employment of any employee with a Group Company.

• (b) No Participant will have any rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever in so far as those rights arise or may arise from their ceasing to have rights under the Plan as a result of such termination.

12.2 Board to administer

• (a) The Plan is administered by the Board which has power to:

• (1) determine appropriate procedures for administration of the Plan consistent with these rules; and

• (2) delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of its powers or discretion’s arising under the Plan.

• (b) Except as otherwise expressly provided in the Plan and the Listing Rules, the Board has absolute and unfettered discretion to act or refrain from acting under or in connection with the Plan or any Performance Rights under the Plan and in the exercise of any power or discretion under the Plan.

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12.3 Consent to the use of personal information

By participating in the Plan, the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

• (a) administering and maintaining Participant records;

• (b) providing information to the Trustee or to the trustees of any other employee benefit trust, registrars, brokers or third party administrators of the Plan;

• (c) providing information to any regulatory authority (including the Australian Taxation Office) where required under law; and

• (d) providing information to future purchasers of the Company or another Group Company or the business in which the Participant works.

12.4

Withholding

• (a) If the Company or any Group Company is obliged, or reasonably believes it may have an obligation, as a result of or in connection with:

• (1) the grant of Performance Rights or the vesting of such Performance Rights; or

• (2) the issue, transfer or allocation of Shares to, or on behalf of, a Participant,

• to account for income tax or employment taxes under any wage, withholding or other arrangements or for any other tax, social security contributions or levy or charge of a similar nature, then the Company is entitled to be reimbursed by the Participant for the amount or amounts so paid or payable.

• (b) Where rule 12.4(a) applies, the Company is not obliged to grant the Performance Rights or to arrange for the issue, transfer or allocation of Shares (or payment of a cash equivalent) to the Participant unless the Company is satisfied that arrangements have been made for reimbursement. Those arrangements may include, without limitation, the lapsing of Performance Rights of a sufficient value, or the sale, on behalf of the Participant, of Shares issued or transferred or otherwise to be allocated to the Participant and where this happens, the Participant will also reimburse the costs of any such sale (e.g. stamp duty, brokerage, etc).

12.5

Board power to waive

Notwithstanding any other provisions of the Plan, the Board may at any time waive in whole or in part any additional terms or conditions (including any Performance Condition) in relation to any Performance Rights granted to any Participant.

12.6 Board decision is final

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan or to any Performance Rights granted under it, the decision of the Board is final and binding.

12.7 Compliance with Applicable Laws

Notwithstanding anything in this Plan or an invitation:

• (a) the terms of Performance Rights granted under the Plan and all things done under the Plan must comply with all applicable requirements of Applicable Laws; and

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• (b) if Chapter 2D, Part 2D.2 of the Corporations Act applies to a Participant, the maximum value of any benefit that will be provided to the Participant under the Plan in connection with cessation of their employment, when aggregated with any other termination entitlements of the Participant, will be limited to an amount that does not require shareholder approval.

12.8 Adjustments to Plan in the case of foreign resident Participants

Where a Performance Right is granted under the Plan to a person who is not a resident of Australia, the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any Applicable Laws, matters of convenience or similar factors which may have application to the Participant or to any Group Company in relation to the Performance Right.

12.9 Termination

The future operation of the Plan may be suspended or terminated at any time at the discretion of the Board.

12.10 Notices

• (a) Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or facsimile, in the case of a company to its registered office, and in the case of an individual to the individual’s last notified address, or, where a Participant is a director or employee of a Group Company, either to the Participant’s last known address, email address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s office or employment.

• (b) Where a notice or other communication is given by post, it is deemed to have been received 48 hours after it was put into the post properly addressed and stamped. Where a notice or other communication is given by email or facsimile, it is deemed to have been received on completion of transmission.

12.11 Governing law

The Plan and any Performance Rights issued under it are governed by the laws of New South Wales and the Commonwealth of Australia.

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Schedule – Notice of Withdrawal of Shares from the Trust

To the Trustee of the “Metcash Employee Share Trust”

Where Metcash Limited (ACN 112 073 480) (“ Company ”) has instructed the Trustee of the “Metcash Employee Share Trust” (“ Trust ”) to subscribe for, acquire and/or allocate Shares and hold those Shares on my behalf, in accordance with rule 8 of the Metcash Limited Senior Executive Performance Rights Plan (“ Plan ”), I request the Trustee to release from the Trust the following number of Shares held by the Trustee on my behalf:

___Shares

and provide the Trustee with the following instructions:

PLEASE TICK ONE BOX ONLY

1. Please transfer the legal title in the Shares to me [ ] 2. Please transfer the legal title in the Shares to my nominee, [ ]

---

Insert full name

Please arrange for the sale of the Shares on my behalf and [ ]

provide me with the proceeds from the sale of those Shares (less any brokerage fees or other costs incurred by the Trustee resulting from that sale). I acknowledge and agree that the Company and Trustee are not liable for any change in share price between the date of this notice and the date that the Shares are sold on my behalf.

I acknowledge that this request is subject to, and must be read in conjunction with, the Plan and the Metcash Code for Directors and Executives in respect of Share Transfers, and I agree to be bound by the constitution of the Company.

Date

_______ Signature _______

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