SUPER RETAIL GROUP LIMITED — AGM Information 2013

Sep 19, 2013

Super Retail Group Limited

ACN 108 676 204

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the ninth Annual General Meeting (“ AGM ”) of Super Retail Group Limited (the “ Company ”) will be held at the Kedron Wavell Services Club, Long Tan Room, 375 Hamilton Road, Chermside South, Queensland on Wednesday, 23 October 2013 at 11.30 am (AEST).

ORDINARY BUSINESS

1. Accounts

To receive and consider the financial report of the Company for the period ended 29 June 2013 together with the Directors’ Report and Auditor’s Report.

2. Remuneration Report

To consider and if thought fit to pass the following resolution as an ordinary resolution:

“ That the Remuneration Report for the year ended 29 June 2013 be adopted .”

The vote on this resolution is advisory only and does not bind the Directors or the Company. Nevertheless, the discussion held at the AGM will be considered by the Human Resources and Remuneration Committee when evaluating the remuneration arrangements of the Company.

Note: a voting restriction applies to Item 2.

3. Increase in Non-executive Director’s Remuneration

To consider and if though fit to pass the following resolution as an ordinary resolution:

“ That in accordance with ASX Listing Rule 10.17 and article 9.9 of the Company’s Constitution, the total aggregate annual remuneration payable to Non-Executive Directors of the Company by way of Director’s fees be increased from $800,000 per annum to a maximum of $1,200,000 per annum .”

Note: a voting restriction applies to Item 3.

4. Election of Director

To consider and if thought fit to pass the following resolution as an ordinary resolution:

“ That Mr R J Skippen, who retires in rotation in accordance with Article 9.3 of the Company’s Constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company .”

5. Election of Director

To consider and if thought fit to pass the following resolution as an ordinary resolution:

“ That Mr R A Murray, in accordance with Article 9.8 of the Company’s constitution and, being eligible, offers himself for election as a Director of the Company .”

Voting exclusion statement – Item 2

In accordance with the Corporations Act, the Company will disregard any votes cast (in any capacity) on Item 2 by or on behalf of:

• (a) a member of the key management personnel (including the Directors), details of whose remuneration is disclosed in the Remuneration Report (“ KMP ”); or

• (b) a KMP’s closely related party, whether as shareholder or proxy holder.

However, the Company need not disregard a vote if the vote is not cast on behalf of a member of the KMP or a closely related party of a member of the KMP and:

• (a) it is cast by a member of the KMP, or a closely related party of a member of the KMP, if the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on Item 2; or

• (b) it is cast by the Chairman of the Meeting, if the vote is cast as a proxy appointed in writing that does not specify the way the proxy is to vote on the resolution, and expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on Item 2, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if Item 2 is connected directly or indirectly with the remuneration of a member of the KMP.

The Chairman of the Meeting intends to vote all available proxies in favour of Item 2.

Voting exclusion statement - Item 3

In accordance with the Australian Securities Exchange (‘ASX’) Listing Rules, the Company will disregard any votes cast on Item 3 by any Director and any of their associates. However, the Company need not disregard a vote on Item 3 if:

• it is cast by a person 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 person chairing 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.

No votes may be cast on this resolution by members of the key management personnel of the Company or their closely related parties. However, a vote may be cast by such a person as a proxy for a person who is entitled to vote on this resolution, appointed by way of a proxy form that directs how the proxy is to vote on the resolution.

The Chairman of the Meeting intends to vote all available proxies in favour of Item 3.

By order of the Board

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R W Dawkins Company Secretary 20 September 2013

EXPLANATORY NOTES

Introduction

The purpose of these Explanatory Notes is to provide shareholders with further information on the items of business to be considered at the Annual General Meeting of Super Retail Group Limited (the “ Company ”) to be held at 11.30 am (AEST) on Wednesday, 23 October 2013. These Explanatory Notes form part of the accompanying Notice of Annual General Meeting and should be read together with the Notice of Annual General Meeting.

Entitlement to vote

It has been determined that under 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 registered holders at 7pm on Monday, 21 October 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

ORDINARY BUSINESS

Item 1 - Receive and consider the Financial and other Reports

In accordance with the requirements under the Corporations Act 2001 (Cwth) (“ Corporations Act ”), this item is intended to provide an opportunity for shareholders to raise questions on the reports and on the performance and management of the Company generally. No resolution is required on these reports.

Item 2 - Adoption of Remuneration Report (non-binding resolution)

The Remuneration Report for the financial year ended 29 June 2013 can be reviewed on pages 19 to 30 of the Company’s annual report. The annual report can be found at www.superretailgroup.com. The Remuneration Report sets out the remuneration policy of the Company and reports the remuneration in place for executive Directors, specified executives and non-executive Directors.

Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Noting that each Director has a personal interest in their own remuneration from the Company, as described in the Remuneration Report, the Directors recommend that shareholders vote in favour of this resolution.

Item 3 - Increase in Non-Executive Directors’ Remuneration

In accordance with Article 9.9 of the Company’s constitution and ASX Listing Rule 10.17, the Directors are seeking approval from shareholders to increase the maximum aggregate amount available for non-executive Directors’ fees (Fee Pool) from $800,000 to $1,200,000 per year. The current Fee Pool was approved by shareholders at the 2011 Annual General Meeting.

The proposed Fee Pool will:

• create opportunity to increase the number of non-Executive Directors on the Board;

• assist in retaining and attracting appropriately qualified and experienced individuals to the Board;

• allow for some growth in Board remuneration over time to reflect market movements; and

• allow for Director fees to be set that reflect the amount of time and effort required to conscientiously perform their duties on behalf of shareholders;

Details of fees paid to non-executive Directors for the year ended 29 June 2013 are provided on pages 19 to 30 of the Company’s annual report. It is not intended to distribute all of the proposed Fee Pool, if approved, in the current year.

The Directors make no recommendation in relation to this resolution.

Item 4 - Election of a Director Information about the candidate for election

Mr [Raymond] John Skippen

Age 65

Independent Non-Executive Director for five years and one month, John is also Chairman of the Audit and Risk Committee and a Member of both the Nomination Committee and the Human Resources and Remuneration Committee.

John is a former Finance Director of Harvey Norman Holdings Ltd and has over 30 years' experience as a chartered accountant. During the last three years John has served as a Director of the Briscoe Group Limited (NZ), Flexigroup Limited, Emerging Leaders Investment Limited and Slater & Gordon Limited.

The Directors (John Skippen abstaining) recommend that shareholders vote in favour of this resolution.

Item 5 - Election of a Director Information about the candidate for election

Mr R A Murray Age 50

Independent Non-Executive Director for six months, Rob was appointed to the Board in April 2013 in accordance with Article 9.8 of the Company’s Constitution.

Rob is a former Chief Executive Officer and Executive Director of Lion (formerly Lion Nathan & Lion Nathan National Foods) (2004 to 2012) and Chief executive Officer of Nestle Oceania (2000 to 2004).

During the last three years Rob has served as a Director of Lion, Linfox and as a member of Kirin’s International Advisory Board.

Rob is a Member of the Audit and Risk Committee, Nomination Committee and the Human Resources and Remuneration Committee.

The Directors (Rob Murray abstaining) recommend that shareholders vote in favour of this resolution.

SUPER RETAIL GROUP LIMITED ACN 108 676 204

APPOINTMENT OF PROXY

If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

All Proxy communications to: Super Retail Group Limited 751 Gympie Road Lawnton Queensland 4501 Facsimile (07) 3205 8467 ASX Code: SUL

Email: investorrelations@superretailgroup.com Website: www.superretailgroup.com

Please complete steps 1 and 2 Please mark X to indicate your directions STEP 1 APPOINTMENT OF PROXY I/We being a member(s) of Super Retail Group Limited are entitled to attend and vote hereby appoint A the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the person or body corporate (excluding the registered Security holder) you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Super Retail Group Limited to be held at the Kedron Wavell Services Club, Long Tan Room, 375 Hamilton Road, Chermside South, Queensland at 11.30 am (AEST) on Wednesday, 23 October 2013 and at any adjournment of that Meeting. Proxies will only be valid and accepted by the Company if they are signed and received in the Company’s office no later than 48 hours before the meeting.

Chairman authorised to exercise proxies: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), by signing and returning this form I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 3 (except where I/we have indicated a different voting intention below) even though Items 2 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2 and/or 3 by marking the appropriate box in Step 2 below.

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY
ORDINARYBUSINESS Item 2 Adoption of Remuneration Report (non-binding resolution) Item 3 Increase in Non-executive Directors' Remuneration Item 4 Re-elect Mr R J Skippen as a Director Item 5 Elect Mr R A Murray as a Director	For Against Abstain*

*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.

STEP 3	SIGNATURE OF SECURITY HOLDERS – THIS MUST BE COMPLETED	SIGNATURE OF SECURITY HOLDERS – THIS MUST BE COMPLETED
Individual or Security holder 1 Sole Director and Sole Company Secretary	Joint Security holder 2 (Individual) Director/Company Secretary (delete one)	Joint Security holder 3 (Individual) Director

This form should be signed by the security holder. If a joint holding, all of the security holders should sign. If signed by the security holder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the security holder’s constitution and the Corporations Act 2001 (Cwlth).

Refer to the reverse for instructions on completing this form.

How to complete this Proxy Form

1. Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Security holders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2. Appointment of Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 security holder of the Company.

3. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be noted 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 any voting exclusion). If you mark more than one box on an item your vote on that item will be invalid.

4. Appointment of a Second Proxy

You may appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, you will need an additional form and may copy this form for this purpose. To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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; and

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

5. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the security holders should sign.

• Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A) of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary, indicating the office held by signing in the appropriate place.

6. 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 being 11.30 am (AEST) Monday, 21 October 2013 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

by delivery to the Registered Office of Super Retail Group Limited being 751 Gympie Road, Lawnton, Queensland 4501 Australia or by facsimile (07) 3205 8467.

7. Personal Information

Super Retail Group Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a security holder (including your name and address and details of the securities you hold) to be included on the public register of the entity in which you hold securities. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting Link Market Services Limited on 1800 170 502 or 02 8280 7323. Our privacy policy is available on our website (www.superretailgroup.com).