SUPER RETAIL GROUP LIMITED — AGM Information 2020

Sep 20, 2020

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ASX ANNOUNCEMENT

Monday, 21 September 2020

2020 Annual General Meeting

Super Retail Group Limited ( ASX:SUL ) provides the following documents in relation to SUL’s 2020 Annual General Meeting, to be held virtually on Wednesday 28 October, 2020 at 11.30am (AEDT):

• Notice of 2020 Annual General Meeting;

• Proxy / Direct Voting Form;

• Shareholder Question Form; and

• Virtual Meeting Online Guide.

Investor enquiries: Robert Wruck, Head of Investor Relations Ph.: 0414 521 124 E: robert.wruck@superretailgroup.com

Media enquiries: Kate Carini, GM Corporate Affairs Ph.: 07 3482 7404 E: communications@superretailgroup.com

The release of this announcement has been authorised by the Board of Super Retail Group Limited

20 NOTICE OF ANNUAL GENERAL 20 MEETING

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Notice is given that the 2020 Annual General Meeting ( AGM or Meeting ) of shareholders of Super Retail Group Limited ( Company ) will be held on Wednesday, 28 October 2020 at 11.30am (AEDT).

The Company is closely monitoring the impact of the COVID-19 pandemic and adhering to guidance from governments and health authorities. This year, the AGM will be held virtually. There will not be a physical meeting where shareholders can attend.

Shareholders can still fully participate in the AGM, including asking questions online.

PARTICIPATION IN THE AGM

Shareholders are invited to participate in any of the following ways:

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Watch and participate live online

Shareholders can watch and participate in the AGM virtually via the Online Platform by using a desktop computer or mobile/tablet device with internet access.

– – Click on the following link https://agmlive.link/SUL20 or type the address into your web browser on your computer or other device.

Shareholders participating online can view the AGM live, ask questions and cast direct votes during the Meeting.

For further assistance, please refer to the Virtual Meeting Online Guide available at https://www.superretailgroup.com.au/investorcentre/AGM2020.aspx

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Vote before or during the AGM

Shareholders can vote by:

! Appointing a proxy before the AGM;

• ! Direct voting before the AGM; or

• ! Direct voting online during the AGM.

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Ask a question

All shareholders will be able to ask questions online during the AGM. Shareholders are also encouraged to lodge questions before the Meeting by accessing www.linkmarketservices.com.au, selecting ‘ ’ ‘ ’ Voting and then clicking Ask a Question .

Alternatively, shareholders can submit a Shareholder Question Form, which is available at the Company’s AGM Information Hub.

FUTURE ALTERNATE ARRANGEMENTS

If, due to the COVID-19 pandemic, it becomes necessary to make further alternative arrangements for the AGM, the Company will ensure that shareholders are given as much notice as possible. Any additional information will be made available at the Company’s AGM Information Hub.

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BUSINESS OF THE MEETING

ITEM 1. FINANCIAL REPORT

To receive and consider the financial report of the Company for the year ended 27 June 2020, together with the Directors’ Report and the Auditor's Report.

ITEM 2. REMUNERATION REPORT

To adopt the Remuneration Report for the year ended 27 June 2020.

• ITEM 3. ELECTION AND RE-ELECTION OF DIRECTORS

• 3.1 To re-elect Mr Howard Mowlem as a Director

3.2 To re-elect Mr Reginald Rowe as a Director

• 3.3 To elect Ms Annabelle Chaplain AM as a Director

• 3.4 To elect Mr Gary Dunne as a Director

ITEM 4. GRANT OF SECURITIES TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

To approve, for the purposes of ASX Listing Rule 10.14, and for all other purposes, the grant of 236,440 performance rights ( Performance Rights ) to Mr Anthony Michael Heraghty under the Company’s Performance Rights Plan for the 2021 and 2022 financial years, and the subsequent issue or transfer of ordinary shares on vesting of those Performance Rights, on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.

ITEM 5. INCREASE IN NON-EXECUTIVE DIRECTORS’ FEE POOL

To approve, in accordance with ASX Listing Rule 10.17 and article 9.8 of the Company’s Constitution, the increase in total aggregate maximum annual remuneration payable to NonExecutive Directors of the Company by way of Directors’ fees from $1,200,000 to a maximum of $1,500,000.

By order of the Board

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Rebecca Farrell

Chief Legal Officer & Company Secretary Super Retail Group Limited

21 September 2020

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EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Meeting and provide shareholders with an explanation of the Business of the Meeting and proposed resolutions. The Board recommends that shareholders read these Explanatory Notes before deciding how to vote on a resolution.

When reading these Explanatory Notes, please refer to the Glossary of key terms that appears at the end of this document. Each defined term starts with a capital letter.

The Chair intends to vote all undirected proxy appointments which are able to be voted in favour of resolutions 2, 3.1, 3.2, 3.3, 3.4, 4, and 5.

ITEM 1

REPORTS AND ACCOUNTS

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the year ended 27 June 2020 will be laid before the Meeting.

A reasonable opportunity will be provided at the Meeting for shareholders as a whole to ask questions about the reports, and on the performance and management of the Company generally. Representatives of the Company’s external auditor, PricewaterhouseCoopers, will be available to answer questions relevant to the preparation and content of the Auditor’s Report.

The reports are available on the Company’s website at https://www.superretailgroup.com.au/investors-and-media/reports-and-publications/ .

There is no requirement for a formal resolution on this Item.

ITEM 2

ADOPTION OF REMUNERATION REPORT

The Board recommends that shareholders vote in favour of this resolution.

Section 250R(2) of the Corporations Act requires the Company to put a resolution to the AGM for adoption of the Remuneration Report. The vote on the resolution will be advisory only and will not bind the Directors or the Company. However, the Board values shareholder feedback and will take into consideration the outcome of voting on this resolution when assessing remuneration policy for executives and Non-Executive Directors in the future.

The Company is committed to creating a high-performance culture. Remuneration and benefits are set in the context of an overall policy to provide market-competitive remuneration and arrangements that support the attraction, development, engagement and retention of team members. These aims are aligned with the interests of shareholders.

Similarly, the Company’s remuneration strategy is designed to attract and retain experienced, qualified Non-Executive Directors and to remunerate appropriately to reflect the responsibilities of the position. Non-Executive Directors receive fees to recognise their contribution to the work of the Board and the Committees on which they serve.

The Remuneration Report is set out in pages 49 to 78 (and Notes 28 and 29 of the Consolidated Financial Statements) of the Company’s 2020 Annual Report. It is also available on the Company’s website.

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ITEM 3

ELECTION AND RE-ELECTION OF DIRECTORS

ITEM 3.1

RE-ELECTION OF MR HOWARD MOWLEM AS A DIRECTOR

The Board (without Mr Mowlem voting) recommends that shareholders vote in favour of this resolution.

Mr Mowlem was appointed as a Director of the Company on 13 June 2017. He is the Chairman of the Audit and Risk Committee and a member of the Human Resources and Remuneration Committee. Article 9.3 of the Company’s Constitution and ASX Listing Rule 14.4 require that a Director must not hold office without re-election past the third annual general meeting following the Director’s appointment or last election, or for more than three years, whichever is the longer. As Mr Mowlem is eligible, he offers himself for re-election.

Mr Mowlem is experienced in many segments of the Australian and international retail industry. From 2001 to 2010, Mr Mowlem was Chief Financial Officer and a Board member of Dairy Farm International Holdings, a Hong Kong-based pan-Asian retailer operating over 5,000 stores predominantly in the Fast Moving Consumer Goods (FMCG) sector. Prior to that, Mr Mowlem held a range of financial management positions with the Coles Myer Group, including as finance director for Coles Supermarkets, for more than 12 years. Mr Mowlem brings extensive experience in corporate finance, mergers and acquisitions, financial reporting, treasury, tax, audit and governance.

Mr Mowlem holds a Bachelor of Economics (Hons), Master of Business Administration and Securities Industry Diploma, and is a Fellow of CPA Australia. Mr Mowlem was formerly a NonExecutive Director of Billabong International Ltd.

ITEM 3.2

RE-ELECTION OF MR REGINALD ROWE AS A DIRECTOR

The Board (without Mr Rowe voting) recommends that shareholders vote in favour of this resolution.

Mr Rowe was appointed as a Director of the Company in April 2004 and is a member of the Nominations Committee. Mr Rowe was re-elected as a Director of the Company at the 2017 AGM. Article 9.3 of the Company’s Constitution and ASX Listing Rule 14.4 require that a Director must not hold office without re-election past the third annual general meeting following the Director’s appointment or last election, or for more than three years, whichever is the longer. As Mr Rowe is eligible, he offers himself for re-election.

Mr Rowe and his wife, Ms Hazel Rowe, founded an automotive accessories mail order business in 1972 which they ran from their Queensland home. In 1974, they commenced retail operations of the business which evolved into Supercheap Auto.

Mr Rowe served as Managing Director until 1996 and then Chairman from 1996 to 2004. Prior to this, Mr Rowe had 13 years’ experience in various retail and merchandise roles at Myer department stores. Mr Rowe brings to the Board extensive retail industry and general management expertise and skills in retail and merchandise operations, property and strategy. Mr Rowe is a Director of a number of private family companies.

ITEM 3.3

ELECTION OF MS ANNABELLE CHAPLAIN AM AS A DIRECTOR

The Board (without Ms Chaplain voting) recommends that shareholders vote in favour of this resolution.

Ms Chaplain was appointed as a Director of the Company on 31 March 2020 and is a member of the Audit and Risk Committee. The Company’s Constitution and ASX Listing Rule 14.4 require that

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all new directors appointed to the Board are subject to election at the next AGM of the Company.

Ms Chaplain brings extensive experience in industrial and infrastructure services to Super Retail Group. She has also had a longstanding involvement in the fintech sector as chair of Canstar Pty Ltd, a leading digital intermediary in finance in Australia and New Zealand and as a director of San Francisco-based Credible Labs Inc, an online marketplace focused on the student loan and personal finance market which listed on the ASX in 2017. Ms Chaplain continues as chair of Canstar Pty Ltd and MFF Capital Investments Ltd and she is a director of Seven Group Holdings Ltd. Previously, she was a director with Downer EDI Ltd, Credible Labs Inc and EFIC, Australia’s export credit agency. Ms Chaplain also serves as a member of the Australian Ballet board of directors.

Ms Chaplain holds an MBA from the University of Melbourne, a BA and honorary doctorate from Griffith University, a diploma from the Securities Institute of Australia, and is a Fellow of the Australian Institute of Company Directors.

ITEM 3.4

ELECTION OF MR GARY DUNNE AS A DIRECTOR

The Board (without Mr Dunne voting) recommends that shareholders vote in favour of this resolution.

Mr Dunne was appointed a Director of the Company on 31 March 2020 and is a member of the Audit and Risk Committee. The Company’s Constitution and ASX Listing Rule 14.4 require that all new directors appointed to the Board are subject to election at the next AGM of the Company.

Mr Dunne has deep retail sector experience following an executive career with leading retailers, including Woolworths, Coles, and ALDI. He has executive experience with private equity owned businesses, and most recently, held the Chief Operations role at Sigma Healthcare. Gary was formerly chair of NostraData, a market leading pharmacy data provider, and a former director of National Pharmaceutical Services Association (NPSA), and Members Benefits Australia (MBA).

Mr Dunne holds a Graduate Certificate of Management from Adelaide University, Master of Enterprise from Melbourne University, and is a graduate of the Advanced Management Program from Harvard Business School in Boston. Mr Dunne is a Member of the Australian Institute of Company Directors.

ITEM 4

GRANT OF SECURITIES TO THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

The Board (without Mr Heraghty voting) recommends that shareholders vote in favour of this resolution.

Under ASX Listing Rule 10.14, shareholder approval is required for securities to be granted to the Managing Director under an employee incentive scheme. Accordingly, shareholder approval is sought for a grant of 236,440 Performance Rights to the MD&CEO, Mr Anthony Heraghty, pursuant to the Plan.

This approval is being sought because ASX Listing Rule 10.14 provides that a listed company may only permit a Director of the Company (in this case, Mr Heraghty as MD&CEO) to acquire newly issued shares or rights under an employee incentive scheme where that Director’s participation has been approved by an ordinary resolution of shareholders.

Approval is being sought to allow the Company flexibility to either issue new shares or to purchase shares on-market for allocation to Mr Heraghty upon any vesting of the Performance Rights.

Overview of the Plan

The Company operates the Plan under which eligible executives receive grants of Performance Rights to acquire shares, subject to meeting certain performance and service conditions.

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Performance Rights are used because they create share price alignment between executives and shareholders but do not provide the executives with the full benefits of share ownership (such as dividend and voting rights) unless and until the Performance Rights vest.

Executive remuneration framework changes for FY21

To align with the two-year business plan formulated in the context of the COVID-19 pandemic, this financial year the Company will temporarily make adjustments to the long-term incentive (LTI) component of the executive reward framework and opportunity. The adjustments will align the reward structure with the measurements of performance set by the Board for the medium term.

The Company will issue one grant of Performance Rights covering the 2021 and 2022 financial years with metrics drawn from the targets in the two-year business plan. The Board considers this temporary adjustment will preserve alignment of the executive remuneration arrangements with shareholder interests, maintain total target variable reward over FY21 and FY22, while importantly responding to the economic and market volatility created by the COVID-19 pandemic.

Grant to MD&CEO for FY21 and FY22

Shareholders are being asked to approve the grant of 236,440 Performance Rights to the MD&CEO. This represents Mr Heraghty’s total opportunity in respect of Performance Rights under the Plan for the 2021 and 2022 financial years. There will be no additional grant of Performance Rights under the Plan to the MD&CEO in FY22. It is intended that from FY23, an annual LTI grant will be reinstated in anticipation of more stable market conditions returning.

The proposed grant of Performance Rights under the Plan represents one of the at-risk components of the MD&CEO’s remuneration package. The Performance Rights will be tested against key performance measures and link medium-term remuneration with the economic benefit derived by shareholders. Subject to meeting testing criteria, the Performance Rights will be delivered in equal tranches over two, three, and four year vesting periods. The two-year performance period for the grant covering the 2021 and 2022 years is aligned to the two-year business plan. Continued long-term alignment with shareholders is maintained by the additional two-year vesting period.

The Board considers that the MD&CEO’s remuneration package, including participation in the proposed grant of Performance Rights under the Plan, is reasonable and appropriate having regard to the Company’s circumstances, business performance, remuneration objectives, and the MD&CEO’s duties and responsibilities.

The Board also considers the proposed issue of Performance Rights under the Plan to Mr Heraghty provides an appropriate incentive to enhance the performance of the Company and to seek to further align Mr Heraghty’s interests with those of shareholders by linking his remuneration with the Company’s performance.

If shareholders do not approve the proposed grant of Performance Rights to Mr Heraghty, the Board will consider the impact of this outcome on the remuneration arrangements for the MD&CEO, and review available options to provide this type of performance-based remuneration element. The Board will consider the Company’s executive remuneration policy and framework, and have regard to the perspectives of shareholders, market practice and the Company’s strategic and operational imperatives.

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The key terms of the proposed grant of Performance Rights are set out below.

Number of	If shareholder approval is obtained, Mr Heraghty will be granted 236,440
Performance Rights to	Performance Rights under the Plan. This represents Mr Heraghty’s at-risk
be granted	equity- based remuneration for the 2021 and 2022 financial years. There
	will be no additional grant of Performance Rights to Mr Heraghty in FY22.
	The number of Performance Rights to be granted (subject to shareholder
	approval) has been determined by reference to the maximum value of
	the proposed grant of Performance Rights, being $850,000 per year,
	divided by $7.19 (being the value attributed to a Performance Right).
	The value attributed to a Performance Right is the price paid by
	shareholders in the Entitlement Offer which closed on 3 July 2020. This
	value is considered appropriate as it reflects the price of shares at the
	commencement of the performance period for the Performance Rights
	and at this time the market was fully informed by the release of a
	disclosure document supporting the Entitlement Offer.
Date of grant	If shareholder approval is obtained, the Performance Rights will be
	granted to the MD&CEO under the Plan as soon as practicable following
	the Meeting, and in any event, no later than 12 months after the passing
	of the resolution.
Entitlements	Each Performance Right is a right to acquire one share in the Company
	(or an equivalent cash amount), subject to the achievement of the
	performance conditions set out below (and continued employment with
	the Company over the relevant vesting period). Performance Rights do
	not carry any dividend or voting rights prior to vesting and are non-
	transferable, except in limited circumstances or with the consent of the
	Board.
Performance period	The performance period is two years, commencing 1 July 2020 and
and vesting	ending on 30 June 2022.
Performance hurdles	Having regard to the market volatility and the need to set meaningful
	and stretching performance measures, the Board has determined to set
	measures based on the targets in the two-year business plan. The
	performance hurdles will be Normalised Profit Before Tax (NPBT) and
	Average Return on Capital (ROC), both of which will be tested at the
	conclusion of the performance period.
	Historically, the Group has not provided guidance to the market and, in
	light of current economic uncertainty, does not believe it is appropriate
	to do so at this time. There is a risk that the publication of performance
	targets could be misconstrued as providing forward looking guidance.
	Accordingly, the Board has determined it is not appropriate to publish
	these targets.
	Due to the sensitive nature of the targets, the Board will disclose the
	minimum and maximum performance targets at the end of the
	performance period, once the outcome has been finalised.

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a) NPBT (50% of the Performance Rights)

The percentage of Performance Rights attributed to NBPT hurdle that is available to vest, if any, will be determined with reference to the Company’s NPBT performance over the performance period (from 1 July 2020 to 30 June 2022) as set out in the table below.

		Percentage of Performance Rights attributed to
NBPT		NBPT hurdle that become ‘Qualified Performance
		Rights’ and are available to vest
Below minimum performance			0%
At minimum performance			50%
Between minimum and maximum performance			On a pro-rata basis
At maximum performance			100%

b) ROC (50% of the Performance Rights)

The percentage of Performance Rights attributed to ROC hurdle that is available to vest, if any, will be determined with reference to the Company’s ROC performance over the performance period (from 1 July 2020 to 30 June 2022) as set out in the table below.

		Percentage of Performance Rights attributed to
ROC		ROC hurdle that become ‘Qualified Performance
		Rights’ and are available to vest
Below minimum performance			0%
At minimum performance			50%
Between minimum and maximum performance			On a pro-rata basis
At maximum performance			100%

Allocation of shares upon vesting

Following testing of the performance hurdles and determination of the portion of Performance Rights that is available to vest, one fully paid share in the Company will be allocated in relation to each Performance Right which vests in accordance with the following vesting schedule (subject to the MD&CEO’s continued employment with the Company at the relevant date):

Time after grant of Performance Right	Proportion of Performance Rights that vest
2 years	1/3rdof Performance Rights
3 years	1/3rdof Performance Rights
4 years	1/3rdof Performance Rights

Any Performance Rights that do not remain available to vest following testing of the performance hurdles at the end of the performance period will lapse.

The Company’s obligation to allocate shares on vesting may be satisfied by issuing new shares, acquiring shares on-market or by transferring

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	shares from an employee share trust. At the discretion of the Board,
	vested Performance Rights may be satisfied by payment of an
	equivalent cash amount.
Trading restrictions	Shares allocated on vesting of Performance Rights will not be subject to
and hedging of	any further trading restrictions other than the Company’s Securities
awards	Trading Policy.
	Mr Heraghty is prohibited from hedging the share price exposure in
	respect of the Performance Rights during the performance period
	applicable to those Performance Rights.
Price payable on	No consideration is payable for the issue of Performance Rights or for the
grant or exercise of	allocation of a share following vesting of the Performance Rights.
the Performance
Rights
Cessation of	If the MD&CEO ceases employment with the Company before the end
employment	of the performance period, the treatment of his unvested Performance
	Rights will depend on the circumstances of cessation.
	For example, where the MD&CEO ceases employment due to
	resignation, termination for cause or poor performance, all unvested
	Performance Rights will lapse at cessation, subject to the Board’s
	overriding discretion to determine a different treatment.
	In other cases, a pro-rata portion of his unvested Performance Rights
	(reflecting the period of service from the start of the performance period
	to the date of departure) may not lapse and may continue ‘on-foot’ to
	be tested at the end of the original performance period against the
	relevant performance conditions. Any Performance Rights which do not
	lapse following testing will vest in accordance with the original vesting
	periods.
Change of control,	In the event of a takeover offer for the Company or any other
variations of capital,	transaction resulting in a change of control of the Company, the Board
and divestment of	may determine, in its absolute discretion, the appropriate treatment
material business	regarding any unvested Performance Rights. Such a determination may
	involve the waiver (wholly or in part) of the performance hurdle
	applicable to the Performance Rights, or the lapse of some or all of the
	Performance Rights.
	In the event of a variation of the Company’s capital (such as a
	subdivision, consolidation, reduction, rights issue, bonus issue or special
	dividend) prior to the vesting of the Performance Rights, the number of
	Performance Rights may be adjusted in the manner determined by the
	Board, and to the extent required, in accordance with the ASX Listing
	Rules. The exercise of the Board’s discretion is to be informed by the
	principle that participants do not enjoy a windfall gain and do not suffer
	a material detriment as a result of any corporate action.
	The Board may also make special rules that apply to Performance Rights
	in the event that the Company divests, or disposes of, a business or asset
	designated by the Board for this purpose as “material”.

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Clawback	In the event of fraud, dishonesty, material misstatement of financial
	statements or other exceptional circumstances, the Board may make a
	determination, including to lapse unvested Performance Rights or
	“clawback” shares allocated upon vesting.
Loans	There are no loans relating to the acquisition of Performance Rights or
	shares under the Plan.
Other information –	Following Mr Heraghty’s appointment as MD&CEO of the Company and
ASX Listing Rules	shareholder approval at the 2019 AGM, Mr Heraghty was granted the
	following Performance Rights under the Plan at no cost to Mr Heraghty1:
	• 86,294 Performance Rights pursuant to the long-term incentive grant;
	and
	• 53,262 Performance Rights pursuant to the co-investment grant.
	At the date of this Notice of Meeting, Mr Heraghty is the only Director
	eligible to participate in the Plan. Any additional persons for whom
	approval is required under ASX Listing Rule 10.14 to participate in the Plan
	after this resolution is approved and who were not named in the Notice
	of Meeting, will not participate until approval is obtained in accordance
	with ASX Listing Rule 10.14.

Details of any Performance Rights issued under the Plan will be published in the Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Approval of this resolution will also result in the Performance Rights granted under the Plan to the MD&CEO being included as an exception to ASX Listing Rule 7.1. This means the Performance Rights granted under the Plan to the MD&CEO, and any shares issued pursuant to this approval, will not use up part of the 15 per cent issue capacity available under ASX Listing Rule 7.1.

Current remuneration Mr Heraghty’s FY21 remuneration package comprises: package

Remuneration element	Opportunity
Fixed remuneration (inclusive of
superannuation, salary sacrificed items and	$1,150,000
allowances)
Short-term incentive (30%	$714,500 at target, $1,071,750 at
deferred)	maximum
Long-term incentive	$850,000

1 Prior to Mr Heraghty’s appointment as MD&CEO of the Company, Mr Heraghty was granted 52,258 Performance Rights in 2015, 45,586 Performance Rights in 2016, 59,526 Performance Rights in 2017, and 50,200 Performance Rights in 2018 for his role as Managing Director of a subsidiary entity of the Company. No price was paid or payable for the acquisition of those Performance Rights.

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ITEM 5

INCREASE IN NON-EXECUTIVE DIRECTORS’ FEE POOL

As Non-Executive Directors have an interest in resolution 5, the Directors have not made a recommendation on this resolution.

Under Article 9.8 of the Company’s constitution and ASX Listing Rule 10.17, the maximum aggregate amount payable as remuneration to Non-Executive Directors in any year must not exceed an amount determined by the Company at a general meeting. Under ASX Listing Rule 10.17, the Company must not increase the total aggregate amount of directors’ fees payable to all of its NonExecutive Directors without the approval of shareholders. The current Fee Pool of $1,200,000 has not increased for seven years, having been approved by shareholders at the 2013 Annual General Meeting.

Directors are seeking approval from shareholders to increase the Fee Pool by $300,000 from $1,200,000 to $1,500,000.

The Board is seeking an increase to the Fee Pool at this time for the following reasons:

• since the 2013 AGM, the Board has increased in size from five Non-Executive Directors to seven Non-Executive Directors, reflecting the growth, scale and increasing complexity of the Company, as well as the increasing governance, legal and regulatory obligations on listed companies;

• consistent with the increase in governance, legal and regulatory obligations on listed companies, there has been a concomitant change in the role and responsibilities for NonExecutive Directors;

• to remunerate Non-Executive Directors appropriately for the expectations placed on them by the Company and the regulatory environment in which it operates, and thereby attract and retain high calibre people; and

• to allow for future changes in Board remuneration structures and quantum to reflect market practice and benchmarking movements.

The Directors are satisfied that the proposed Fee Pool is commensurate with the fee pool applying to peer companies and that the proposed increase is reasonable and appropriate for the reasons set out above.

Details of fees paid to Non-Executive Directors for the year ended 27 June 2020 are provided on pages 69 to 70 of the Company’s 2020 Annual Report. If shareholder approval is obtained for the increase of the Fee Pool, the increase will take effect on and from the date this resolution is passed and will apply pro rata for the 2021 financial year, with only a modest amount of the proposed increase intended to be drawn upon for the 2021 financial year. If shareholder approval is not obtained, the Fee Pool will remain at $1,200,000.

No securities have been issued to any Non-Executive Director of the Company under ASX Listing Rules 10.11 or 10.14 at any time within the last three years.

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VOTING EXCLUSIONS

ITEM 2

REMUNERATION REPORT

Votes may not be cast, and the Company will disregard any votes cast, on Item 2 by or on behalf of:

• a) any KMP member whose remuneration details are included in the Remuneration Report, or by any of their Closely Related Parties, regardless of the capacity in which the votes are cast; and

• b) any person who is a KMP member at the time this Item is voted on at the AGM, or by any of their Closely Related Parties, as a proxy,

unless the votes are cast as a proxy for a person who is entitled to vote on the Item:

• in accordance with a direction in the proxy appointment; or

• by the Chair in accordance with an express authorisation in the proxy appointment to cast the votes even if the Item is connected directly or indirectly with the remuneration of a KMP member.

ITEM 4

GRANT OF SECURITIES TO THE MD&CEO

The Company will disregard any votes cast in favour of Item 4 by or on behalf of Mr Heraghty (being the only current Director who is eligible to participate in the Plan) or any of his Associates.

However, this does not apply to a vote cast in favour of Item 4 by:

• a person as proxy or attorney for a person who is entitled to vote on Item 4, in accordance with the directions given to the proxy or attorney to vote on Item 4 in that way;

• the Chair as proxy or attorney for a person who is entitled to vote on Item 4, in accordance with a direction given to the Chair to vote on Item 4 as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Item; and

• the holder votes on the Item in accordance with the directions given by the beneficiary to the holder to vote in that way.

In addition, a vote must not be cast on Item 4 by any person who is a KMP member at the time this Item is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Item 4. This restriction on voting undirected proxies does not apply to the Chair acting as proxy for a person entitled to vote on Item 4 because the Company’s proxy appointment expressly authorises the Chair to exercise undirected proxies.

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ITEM 5

INCREASE IN NON-EXECUTIVE DIRECTORS’ FEE POOL

The Company will disregard any votes cast in favour of Item 5 by or on behalf of any Director of the Company or any of their respective Associates.

However, this does not apply to a vote cast in favour of Item 5 by:

• a person as proxy or attorney for a person who is entitled to vote on Item 5, in accordance with the directions given to the proxy or attorney to vote on Item 5 in that way;

• the Chair as proxy or attorney for a person who is entitled to vote on Item 5, in accordance with a direction given to the Chair to vote on Item 5 as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Item; and

• the holder votes on the Item in accordance with the directions given by the beneficiary to the holder to vote in that way.

In addition, a vote must not be cast on Item 5 by any person who is a KMP member at the time this Item is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Item 5. This restriction on voting undirected proxies does not apply to the Chair acting as proxy for a person entitled to vote on Item 5 because the Company’s proxy appointment expressly authorises the Chair to exercise undirected proxies.

The Company will apply the above voting exclusions to persons appointed as an attorney by a shareholder to participate and vote at the AGM under a power of attorney, as if they were appointed as a proxy.

S U P E R R E T A I L G R O U P L I M I T E D N O T I C E O F 2 0 2 0 A N N U A L G E N E R A L M E E T I N G

ATTENDING AND PARTICIPATING IN THE AGM

JOINING THE COMPANY’S VIRTUAL AGM

To attend the virtual AGM, you will need to log in to the Online Platform provided by our share registry, Link, and register your attendance. Registration will commence at 11.00am (AEDT) on Wednesday, 28 October 2020.

To log onto the platform, you will need a desktop or mobile/tablet device with internet access. Please follow these instructions:

• Step 1 click on the following link – https://agmlive.link/SUL20 – or type the address into your web browser on your computer or other device

• Step 2 ( shareholders ) if you are a shareholder, enter your SRN or HIN. You can find this on the Shareholder Letter sent to you or on any dividend statement

OR

( proxyholders ) if you are a proxy holder, you will need the login details which will be provided by Link no later than 24 hours before the Meeting.

• Step 3 once you have completed Step 2, you will be given details as to how to vote and ask questions during the AGM.

More information about how to use the Online Platform is available in the Virtual Meeting Online Guide which has been lodged with the ASX and is available at the Company’s AGM Information Hub. You can also call Link on 1800 170 502.

If you intend to use the online AGM platform, we recommend that you test to see that it works on your device before the AGM starts at 11.30am (AEDT). Further instructions on device configurations are provided in the Virtual Meeting Online Guide. We also recommend logging onto the Online Platform at least 15 minutes prior to the scheduled start time for the Meeting.

ASKING QUESTIONS AT THE AGM

Discussion will take place on all Items of business to be considered at the Meeting. Refer to the Business of the Meeting and Explanatory Notes above for further information relating to these Items.

All shareholders will have a reasonable opportunity to ask questions during the AGM via the Online Platform, including an opportunity to ask questions of the Company’s External Auditor, PricewaterhouseCoopers. To ask a question, shareholders should click the ‘ask a question’ button while logged into the Online Platform.

To ensure that as many shareholders as possible have the opportunity to ask questions, shareholders are requested to observe the following guidelines:

• all shareholder questions should be stated clearly and should be relevant to the Business of the Meeting, including matters arising from the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report, and general questions about the performance, business or management of the Company;

• if a shareholder has more than one question on an Item, all questions should be asked at the one time; and

• shareholders should not ask questions at the Meeting relating to any matters that are personal to the shareholder or commercial in confidence.

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Shareholders who are unable to attend the Meeting or who would prefer to register their questions in advance are welcome to do so. Please access www.linkmarketservices.com.au, select ‘Voting’ then click ‘Ask a Question’.

Alternatively, shareholders can submit a Shareholder Question Form, which is available on the AGM Information Hub.

The Company will attempt to address the more frequently asked questions in the Chair’s welcome and the MD&CEO’s presentation to the Meeting. Written questions must be received by the Company or Link by 5.00pm (AEDT) on Wednesday, 21 October 2020 , and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form). Please note that individual responses will not be sent to shareholders.

S U P E R R E T A I L G R O U P L I M I T E D N O T I C E O F 2 0 2 0 A N N U A L G E N E R A L M E E T I N G

VOTING INFORMATION

DETERMINATION OF ENTITLEMENT TO VOTE AND PARTICIPATE

The Corporations Regulations 2001 (Cth) (regulation 7.11.37) permit the Company to specify a time, not more than 48 hours before a general meeting, at which a ‘snapshot’ of shareholders will be taken for the purposes of determining shareholders’ rights to vote at the meeting. For the purposes of the AGM, the Board has determined that shares will be taken to be held by the persons who are registered as members as at 7:00pm (AEDT) on Monday , 26 October 2020 . This means that if you are not the registered member in respect of a share at that time, you will not be entitled to vote in respect of that share.

HOW TO VOTE

To vote at this year’s AGM, you can:

• appoint a proxy before the AGM;

• lodge a direct vote before the AGM ; or

• lodge a direct vote online during the AGM .

SUBMIT A DIRECT VOTE BEFORE THE AGM

If you wish to submit a direct vote before the AGM, you can:

• lodge a direct vote online by visiting the website www.linkmarketservices.com.au and following the instructions provided; or

• lodge a hard copy direct vote with Link. To obtain a hard copy direct voting form, you can:

• download the form from our AGM Information Hub; or

• call Link on 1800 170 502,

and send the hard copy in one of the ways listed below under ‘Where to lodge your direct votes and proxy appointments’.

Completed direct voting forms must be lodged online, or received by the Company or Link, by no later than 11.30am (AEDT) on Monday, 26 October 2020 .

In order to make a valid direct vote, you must complete the voting directions for each item by marking ‘For’, ‘Against’ or ‘Abstain’. Votes will only be valid for items marked. No vote will be counted for items left blank. However, if the voting form is left blank for all items, the Chair will be taken to be your appointed proxy for all items.

By submitting a direct vote, you agree to be bound by the Direct Voting Rules adopted by the Board.

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APPOINT A PROXY BEFORE THE AGM

If you wish to appoint a proxy, you can:

• lodge a proxy appointment online by visiting the website www.linkmarketservices.com.au and following the instructions provided; or

• lodge a hard copy proxy appointment with Link. To obtain a hard copy proxy appointment form, you can:

• download the form from our AGM Information Hub; or

• call Link on 1800 170 502,

and send the hard copy in one of the ways listed below under ‘Where to lodge your direct votes and proxy appointments’.

Completed proxy appointments must be lodged online, or received by the Company or Link, by no later than 11.30am (AEDT) on Monday, 26 October 2020 .

In accordance with the Corporations Act, you are notified that:

• if you are a shareholder entitled to attend and vote at the Meeting, you may appoint a proxy to attend and vote for you;

• a proxy may be an individual or a body corporate and does not need to be a shareholder of the Company;

• the appointment may specify the proportion or number of votes that the proxy may exercise for you; and

• if you are entitled to cast two or more votes on an Item at the Meeting, you may appoint two proxies and may specify the proportion, or number of votes, each proxy is entitled to exercise. If you appoint two proxies and the appointments do not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of your votes.

Unless you direct the proxy how to vote, the proxy may vote as the proxy thinks fit (except as specified in the voting exclusions) or abstain from voting. If you direct your proxy to abstain from voting, your votes will not be counted in computing the required majority on a poll.

If the Chair is appointed, or taken to be appointed, as proxy, but the appointment does not specify the way to vote on an Item, then the Chair intends to exercise the relevant shareholder’s votes in favour of all Items of business. In accordance with the Corporations Act, any directed proxies not voted on a poll at the Meeting will automatically default to the Chair, who will vote the proxies as directed.

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WHERE TO LODGE YOUR DIRECT VOTES AND PROXY APPOINTMENTS BEFORE THE AGM

To lodge your direct vote or proxy appointment online at www.linkmarketservices.com.au, you will need to enter your SRN or HIN and postcode, as shown on the Shareholder Letter.

To lodge your hard copy direct vote or proxy appointment (and any proxy authority), you can:

• mail it to Super Retail Group Limited c/- Link Market Services Limited Limited Locked Bag A14 South Sydney NSW 1235

• • fax it to + 61 2 9287 0309 • email it to company.secretary@superretailgroup.com • deliver it by hand* to 1A Homebush Bay Drive Rhodes NSW 2138

OR Level 12 680 George Street Sydney NSW 2000

• Due to the changing nature of COVID-19 restrictions, it is possible that offices may not be occupied at the relevant time and the Company, therefore, encourages online lodgement of direct votes and proxy appointments or delivery by one of the other means above.

VOTE DIRECTLY ONLINE DURING THE AGM

If you will be participating in the AGM via the Online Platform, you will be able to vote directly any time between the start of the Meeting at 11.30am (AEDT) and the closure of voting as announced by the Chair during the Meeting.

More information about online participation in the Meetings is available in the Virtual Meeting Online Guide available on our AGM Information Hub.

DIRECT VOTING RULES

In accordance with article 8.23 of the Company’s Constitution, the Directors have approved certain rules governing direct voting, a copy of which is available at our AGM Information Hub. In particular, the Directors have:

• determined that, at the AGM, a shareholder who is entitled to vote on a resolution at the AGM is entitled to a direct vote in respect of that Item; and

• have approved:

• the lodgement of a direct vote online before the AGM through Link;

• the lodgement of a hard copy direct voting form (which can be obtained at the AGM Information Hub and from Link); or

• the use of the Online Platform as the means by which shareholders can deliver a direct vote in real time during the AGM.

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ALL ITEMS OF BUSINESS WILL BE VOTED ON BY POLL

The Board considers voting by poll to be in the interests of the shareholders as a whole and ensures the views of as many shareholders as possible are represented at the Meeting. Accordingly, and in accordance with the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, voting for each Item at the Meeting will be conducted by a poll. On a poll, voting shareholders have one vote for every fully paid ordinary share held.

The results of the voting on resolutions requiring a shareholder vote at the Meeting will be announced to the ASX promptly after the Meeting.

CORPORATE REPRESENTATIVES

A shareholder, or proxy, that is a corporation and entitled to participate and vote at the AGM may appoint an individual to act as its corporate representative. Evidence of the appointment of a corporate representative in accordance with section 250D of the Corporations Act must be lodged with the Company before the AGM.

ATTORNEYS

Shareholders entitled to participate and vote at the AGM are entitled to appoint an attorney to participate and vote at the AGM on the shareholder’s behalf. An attorney need not be a shareholder of the Company. The power of attorney appointing the attorney must be duly signed and specify the name of each of the shareholder, the Company and the attorney, and also specify the meetings at which the appointment may be used. The appointment may be a standing one.

To be effective, the power of attorney must be returned in the same manner, and by the same time, as outlined above for direct voting forms and proxy appointments.

EVIDENCE OF SIGNING AUTHORITY

If a direct voting form, a proxy appointment or an appointment of a corporate representative is signed on behalf of an individual or a corporation under power of attorney or other authority, the power of attorney or other authority under which the relevant instrument is signed, or a copy of that power of attorney or other authority, certified as a true copy by statutory declaration, must accompany the instrument unless the power of attorney or other authority has previously been noted by Link.

S U P E R R E T A I L G R O U P L I M I T E D N O T I C E O F 2 0 2 0 A N N U A L G E N E R A L M E E T I N G

GLOSSARY OF KEY TERMS

AGM or Meeting	Annual General Meeting
Associate	has the meaning given in the ASX Listing Rules
ASX	ASX Limited, or the market operated by it
ASX Listing Rules	the official listing rules of the ASX (as amended from time to time)
Board	the Board of Directors of the Company
Business of the Meeting	the business of the Meeting as set out in the 2020 Notice of Annual General Meeting
Chair	the Chair of the Meeting
Closely Related Party	in relation to a KMP member: • a spouse or child of the member; • a child of the member’s spouse; • a dependant of the member or of the member’s spouse; • anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company; or • a company controlled by the member
Company	Super Retail Group Limited (ACN 108 676 204)
Corporations Act	Corporations Act 2001(Cth)
Direct Voting Rules	the Company’s direct voting rules, a copy of which is available on the Company’s website athttp://www.superretailgroup.com.au/investors- and-media/corporate-governance/and at theAGM Information Hub.
Entitlement Offer	the Company’s underwritten 1 for 7 accelerated pro rata non- renounceable entitlement offer first announced to the market on 15 June 2020
Fee Pool	the maximum aggregate amount payable as remuneration to Non- Executive Directors in any year as determined by the Company at a general meeting
Group	the Company and its controlled entities
HIN	Holder Identification Number, which can be found in the top right corner of the Shareholder Letter

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Item	the items and resolutions put forward for consideration by shareholders at the 2020 AGM
KMP	key management personnel. The KMP members are those persons having authority and responsibility for planning, directing and controlling the activities of the consolidated Group, either directly or indirectly. The KMP members for the consolidated Group during the year ended 27 June 2020 are listed in the Remuneration Report
Link	the Company’s share registry, Link Market Services Limited
MD&CEO	Managing Director and Chief Executive Officer of the Company
Online Platform	Link’s Online Platform that shareholders can access to vote and ask questions
Performance Rights	the right of eligible executives to receive grants of Performance Rights to acquire shares, subject to meeting certain performance and service conditions, as detailed in the Plan
Plan	the Company’s Performance Rights Plan, a copy of which is available on the Company’s website athttp://www.superretailgroup.com.au/investors- and-media/corporate-governance/
Remuneration Report	the report named as such in the Company’s 2020 Annual Report
Shareholder Letter	the letter recently sent to all shareholders titled ‘Super Retail Group to hold a virtual 2020 AGM’, dated 18 August 2020
SRN	Shareholder Reference Number, which can be found in the top right corner of the Shareholder Letter

S U P E R R E T A I L G R O U P L I M I T E D N O T I C E O F 2 0 2 0 A N N U A L G E N E R A L M E E T I N G

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Super Retail Group

ACN 108 676 204

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LODGE YOUR VOTE

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ONLINE
 www.linkmarketservices.com.au
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BY MAIL  Super Retail Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

8 BY EMAIL company.secretary@superretailgroup.com

BY FAX

 +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO

Telephone: +61 1800 170 502 (free call within Australia)

X99999999999 X99999999999 VOTING FORM I/We being a member(s) of Super Retail Group Limited and entitled to attend and vote hereby: A VOTE DIRECTLY OR B APPOINT A PROXY appoint the Chair OR if you are NOT appointing the Chair of the Name elect to lodge my/our of the Meeting Meeting as your proxy, please write the vote(s) directly (mark box) (mark box) name and email of the person or body Email corporate you are appointing as your proxy  in relation to the Annual General Meeting of the Company to be or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no held at 11:30am (AEDT) on directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting Wednesday, 28 October 2020, of the Company to be held at 11:30am (AEDT) on Wednesday, 28 October 2020 (the Meeting ) and at any postponement or adjournment of the Meeting. and at any adjournment or The Meeting will be conducted as a virtual meeting and you can participate by logging in online at postponement of the Meeting. https://agmlive.link/SUL20 (refer to details in the Virtual Annual General Meeting Online Guide and Notice of You should mark “For”, Meeting). “Against” or “Abstain” for each Important for Items 2, 4 and 5: If the Chair of the Meeting is your proxy, either by appointment or by default, and item under Step 2 below. you have not indicated your voting intention below then by submitting this Voting Form, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Items 2, 4 and 5, even though the Items are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ) The Chair of the Meeting intends to vote undirected proxies in favour of each item. VOTING DIRECTIONS Proxies and direct votes will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Items For Against Abstain * For Against Abstain * 2 Adoption of Remuneration Report 3.4 To elect Gary Dunne as a Director

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Items For Against Abstain * For Against Abstain
2 Adoption of Remuneration Report 3.4 To elect Gary Dunne as a Director
3.1 To re-elect Howard Mowlem as a 4 Grant of securities to the Managing
Director Director and Chief Executive Officer
3.2 To re-elect Reginald Rowe as a 5 Increase in Non-Executive Directors’
Director fee pool
3.3 To elect Annabelle Chaplain AM as a
Director
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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 company’s constitution and the Corporations Act 2001 (Cth).

SUL PRX2001N

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A VOTING FORM

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. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am (AEDT) on Monday, 26 October 2020, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

VOTING UNDER BOX A

If you marked the box under Box A you are indicating that you wish to vote directly. Please mark “For” , “Against” or “Abstain” for each item. Note, if you mark the “Abstain” box for an item, your vote for that item will not be counted.

Voting Forms may be lodged using the reply paid envelope or:

ONLINE

If no direction is given, or you do not Mark Box A or Box B, your vote will be passed to the Chair of the Meeting as your proxy.

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Voting Form.

If you Mark Box A and Box B, you will be taken not to have appointed a proxy and your direct votes will be counted.

Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “For” and “Against” and their votes will be valid.

The Chair’s decision as to whether a direct vote is valid is conclusive.

BY MAIL  Super Retail Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

VOTING UNDER BOX B – APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark Box B. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please Locked Bag A14 write the name and email of that individual or body corporate in Sydney South NSW 1235 Step 1. If your named proxy does not attend the Meeting, the Chair of the Meeting Australia will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chair of the Meeting will become your proxy in respect of that resolution. A proxy need not 8 BY EMAIL be a shareholder of the Company. company.secretary@superretailgroup.com PROXY VOTING BY THE CHAIR OF THE MEETING BY FAX  +61 2 9287 0309 On a poll, the Chair of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chair of the Meeting sees fit. If the Chair of the BY HAND Meeting is your proxy or becomes your proxy by default, and you do not provide  voting directions, then by submitting the Voting Form you are expressly authorising delivering it to Link Market Services Limited the Chair of the Meeting to exercise your proxy on all Resolutions, including where 1A Homebush Bay Drive the Resolutions are connected directly or indirectly with the remuneration of KMP. Rhodes NSW 2138 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT or You may direct your proxy how to vote by placing a mark in one of the boxes Level 12 opposite each item of business. All your shares will be voted in accordance with 680 George Street such a direction unless you indicate only a portion of voting rights are to be voted Sydney NSW 2000 on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Voting Forms together. If you require an additional Voting Form, contact Link Market Services on 1800 170 502 or you may copy this form. 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, either shareholder may sign. Power of Attorney:* to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• During business hours (Monday to Friday, 9:00am–5:00pm)

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. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting, the appropriate “Certificate of Appointment of Corporate Representative” must be received 48 hours prior to the commencement of the AGM by sending to the Company’s share registry by post, fax, hand delivery or scan and email to registrars@ linkmarketservices.com.au, details of these options are on the right hand side of this form. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Super Retail Group

ACN 108 676 204

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LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

• BY MAIL

• Super Retail Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

8 BY EMAIL company.secretary@superretailgroup.com

• BY FAX

+61 2 9287 0309

• BY HAND Link Market Services Limited

1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO

Telephone: +61 1800 170 502 (free call within Australia)

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X99999999999
X99999999999
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X99999999999 SHAREHOLDER QUESTIONS Your concerns and interests as shareholders are important to us. If you are unable to attend the Annual General Meeting, we invite you to submit your questions on shareholder-related matters using this form. While time may not permit us to address all questions submitted, we will try to address the more frequently raised shareholder matters during the course of the meeting. Please note that individual responses will not be sent. You may also submit a question to the auditor using this form if the question is relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the meeting. Please indicate whether your question is directed to the auditor by ticking the appropriate box. This form must be received by our Share Registry, Link Market Services Limited, by 5:00pm (AEDT) on Wednesday, 21 October 2020 by using one of the return methods set out in the top right-hand corner of this form. 1. Question is for the Chair or Auditor 2. Question is for the Chair or Auditor

SHAREHOLDER QUESTIONS

While time may not permit us to address all questions submitted, we will try to address the more frequently raised shareholder matters during the course of the meeting. Please note that individual responses will not be sent. You may also submit a question to the auditor using this form if the question is relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the meeting. Please indicate whether your question is directed to the auditor by ticking the appropriate box.

This form must be received by our Share Registry, Link Market Services Limited, by 5:00pm (AEDT) on Wednesday, 21 October 2020 by using one of the return methods set out in the top right-hand corner of this form.

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1. Question is for the Chair or Auditor

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If your matter is in relation to your shareholding, please contact Link Market Services Limited.

Virtual Meeting

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. You can easily check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 “Mavericks” & OS X v10.10 “Yosemite” and after

• Internet Explorer 9 and up (please note Internet Explorer 8 is not supported)

• The virtual meeting is viewable from desktops and laptops. To attend and vote at the virtual Meeting you must have:

• ASX registered holders: Shareholder number and postcode

If you are an appointed proxy you will need your proxy number which will be provided by Link Market Services prior to the meeting. Please make sure you have this information before proceeding.

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Step 2

Login to the portal using your full name, email address, and company name (if applicable).

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button. Once you have logged in you will see:

• On the left – a live video webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting.

Note: After you have logged in we recommend that you keep your browser open for the duration of the meeting. If you close your browser, your session will expire. If you attempt to log in again, you will be sent a recovery link via email for security purposes.

Step 1

Open your web browser and go to https://agmlive.link/SUL20 and select the relevant meeting.

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2 • Link Market Services Virtual Meeting Online Guide

This will bring up a box which looks like this.

Navigating

At the bottom of the webpage under the webcast and presentation there are three boxes. Refer to each section below for operating instructions.

• 1 Get a voting card

• 2 Ask a Question

• 3 Downloads

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1. Get a voting card

To register to vote - click on the ‘Get a voting card’ box at the top of the webpage or below the videos.

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If you are an individual or joint Shareholder you will need to register and provide validation by entering your details in the top section:

• ASX registered holders: Shareholder number and postcode

If you are an appointed Proxy, please enter the Proxy Number issued to you by Link Market Services in the PROXY DETAILS section. Once you have entered your appropriate details click the blue ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by Shareholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to scroll up or down to view all resolutions.

Shareholders and proxies can either submit a Full Vote or a Partial Vote. You can move between the two tabs by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of the voting card.

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes you would like to vote (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes in a certain box it will automatically tally how many votes you have left.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

Note: You are able to close your voting card during the meeting without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

If at any point you have submitted your voting card and wish to make a change while voting is still open you can do so by clicking the ‘Edit Card’ button and making the required change. Once you have completed your card select the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

The voting card remains editable until the voting is closed at the conclusion of the Meeting. Once voting has been closed all voting cards, submitted and unsubmitted, will automatically be submitted and cannot be changed.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time available to shareholders. Please make any changes required to your voting cards at this point and submit your voting cards.

If an additional resolution is proposed during the meeting, there will be a short delay while the resolution is added to the voting card. Once the resolution has been added you will be notified by the Chairman during the meeting. In order to vote on the extra resolution you will need to reopen your voting card to cast your vote by clicking the ‘Edit Card’ button.

Note: Registration for the Meeting and voting opens one hour before the meeting begins.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

4 • Link Market Services Virtual Meeting Online Guide

2. How to ask a question

Note: Only shareholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. If you would like to ask a question, click on the ‘Ask a Question’ box either at the top or bottom of the webpage.

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The ‘Ask a Question’ box will then pop up with two sections for completion.

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In the ‘Regarding’ section click on the drop down arrow and select one of the following categories:

•	General Business	• Resolution 4
•	Resolution 1	• Resolution 5
•	Resolution 2	• Resolution 6
•	Resolution 3

After you have selected your question category, click in the ‘Question’ section and type your question.

When you are ready to submit your question - click the blue ‘Submit Question’ button. This will send the question to the Management/Board.

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

Once you have asked a question a ‘View Questions’ box will appear.

At any point you can click on ‘View Questions’ and see all the questions you have submitted. Only you can see the questions you have asked.

Note: You can submit your questions by this method one hour before the meeting begins, if you have registered to vote. You can continue to submit questions up until the close of voting.

If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question.

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3. Downloads

Voting closing

If you would like to see the Notice of Meeting or the Annual Report you can do so here.

Voting will close 5 minutes after the close of the Meeting.

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A B

• To download the Notice of Meeting – click A

• To download the Annual Report – click B When you click on these links the file will open in another tab in your browser.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not yet submitted your vote at this point, you will be required to do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

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Contact us

Australia T 1800 170 502 E info@linkmarketservices.com.au

1261.0 04/20 ISS3