SUPER RETAIL GROUP LIMITED — AGM Information 2021

Sep 19, 2021

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ASX ANNOUNCEMENT

Monday, 20 September 2021

2021 Annual General Meeting

Super Retail Group Limited ( ASX:SUL ), in accordance with the ASX Listing Rules, attaches the following documents in relation to SUL’s 2021 Annual General Meeting (AGM):

• Notice of 2021 AGM;

• Proxy / Direct Voting Form;

• Shareholder Question Form; and

• Virtual Meeting Guide.

Due to the COVID-19 pandemic, Super Retail Group Limited advises that its 2021 AGM on Wednesday, 20 October 2021 commencing at 11.30am (AEST), will now be held as a virtual AGM, which will permit shareholders to attend and participate online only.

All important information and guidance for shareholders joining this year’s virtual AGM is available at https://agmlive.link/SUL21.

Investor enquiries:

Robert Wruck, Head of Investor Relations Ph: 0414 521 124

E: robert.wruck@superretailgroup.com

Media enquiries: Kate Carini Ph: 07 3482 7404 E: media@superretailgroup.com

The release of this announcement has been authorised by the Continuous Disclosure Committee of Super Retail Group Limited.

20 NOTICE OF ANNUAL GENERAL 21 MEETING

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Notice is given that the 2021 Annual General Meeting ( AGM or Meeting ) of shareholders of Super Retail Group Limited ( Company ) will be held as a virtual meeting at 11.30 a.m. (AEST) on 20 October 2021.

In light of the uncertain nature of COVID-19 and related government restrictions, the Meeting will be held as a virtual meeting. Shareholders are invited to participate online, including to view the Meeting, ask questions and vote in real time. There will not be a venue where shareholders can physically attend.

PARTICIPATION IN THE AGM

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Watch and participate live online

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

Click on the link below or type the address into your web browser on your computer or other device https://agmlive.link/SUL21.

Shareholders participating online can view the AGM live, ask questions, make comments and cast direct votes in real time during the Meeting.

For further assistance, please refer to the Virtual Meeting Guide available at the AGM Information Hub.

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Voting options

Shareholders can vote by:

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• voting online in real-time by lodging a direct vote during the AGM;

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• appointing a proxy to vote on their behalf at the AGM; or

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• direct voting before the AGM.

Even if you plan to attend online, you are encouraged to submit a directed proxy or direct vote before the Meeting so that your vote can still be counted if there is a technical difficulty.

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Ask a question

All shareholders will be able to ask questions during the AGM. Written questions can be asked via the Online Platform. Shareholders who wish to ask a question or make a comment verbally may do so via the questions and comments phone line. Please refer to the Virtual Meeting Guide available at the AGM Information Hub for further details.

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.

Further details about how to participate at the AGM are set out in the Explanatory Notes.

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FUTURE ALTERNATE ARRANGEMENTS

If, due to the COVID-19 pandemic, it becomes necessary or appropriate 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 announced to the ASX and made available at the Company’s AGM Information Hub.

BUSINESS OF THE MEETING

ITEM 1. FINANCIAL REPORT

To receive and consider the financial report of the Company for the year ended 26 June 2021, together with the Directors’ Report and the Auditor's Report.

ITEM 2. REMUNERATION REPORT

To adopt the Remuneration Report for the year ended 26 June 2021.

ITEM 3. RE-ELECTION OF DIRECTORS 3.1 To re-elect Dr Sally Pitkin AO as a Director 3.2 To re-elect Mr Peter Everingham as a Director

ITEM 4. SPECIAL RESOLUTION TO INSERT PROPORTIONAL TAKOVER PROVISIONS IN CONSTITUTION

To insert proportional takeover provisions as a new rule 22.9 and Schedule 2 in the Company’s Constitution, as set out in Annexure 1 to this Notice of Meeting.

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Rebecca Farrell

Chief Legal Officer & Company Secretary Super Retail Group Limited

20 September 2021

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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 available undirected proxy appointments in favour of resolutions 2, 3.1, 3.2, and 4.

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 26 June 2021 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/corporate-governance/.

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 NonExecutive Directors and to remunerate appropriately to reflect the responsibilities of the position. NonExecutive 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 43 to 67 of the Company’s 2021 Annual Report. It is also available on the Company’s website at: https://www.superretailgroup.com.au/investors-andmedia/corporate-governance/.

A voting exclusion applies to this item.

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ITEM 3 RE-ELECTION OF DIRECTORS

ITEM 3.1

RE-ELECTION OF DR SALLY PITKIN AO AS A DIRECTOR

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

Dr Pitkin was appointed as a Director of the Company on 1 July 2010 and as the Chair of the Board on 23 October 2017. She is the Chair of the Nomination Committee and an ex-officio member of the Human Resources and Remuneration Committee.

Dr Pitkin was last re-elected as a Director of the Company at the 2018 AGM on 24 October 2018. 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 Dr Pitkin is eligible, she offers herself for re-election.

Dr Pitkin has more than 25 years’ experience as a non-executive director in the listed, private, public and non-profit sectors, including experience in international markets, and more than 17 years’ experience as a non-executive director of ASX200 companies. She is a former lawyer and former partner of a national law firm with banking law, corporate law and corporate governance expertise. She is a non-executive director of ASX listed companies The Star Entertainment Group Limited and Link Administration Holdings Limited, Fellow of the Australian Institute of Company Directors, and Chair of the Institute’s Corporate Governance Committee. Dr Pitkin holds a Doctor of Philosophy (Governance), a Master of Laws and Bachelor of Laws. Dr Pitkin was recognised for her contributions to corporate governance standards in the 2021 Australia Day Honours List, being made an Officer of the Order of Australia.

In accordance with Recommendation 2.3 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, the Board considered and confirms the ongoing independence of Dr Pitkin. In considering the independence of Dr Pitkin, the Board noted in particular the significant change in the composition of the Executive Leadership Team, including the appointment of a new CEO in 2019. The Board confirmed that notwithstanding Dr Pitkin’s tenure, she still remains an independent Non-Executive Director of the Board.

The Board believes that Dr Pitkin is an effective Chair, and that her capability and experience in strategy, finance, governance, human resources and organisational culture, risk management, technology and regulatory and stakeholder engagement, together with her substantial experience with the Company and other major companies enhances the Board’s ability to oversee the Company’s performance and governance and is a significant asset to the Board. Accordingly, the Board (with Dr Pitkin abstaining) recommends the re-election of Dr Pitkin.

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ITEM 3.2 RE-ELECTION OF MR PETER EVERINGHAM AS A DIRECTOR

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

Mr Everingham was appointed as a Director of the Company on 19 December 2017 and is a member of the Audit and Risk Committee, Human Resources and Remuneration Committee and Nomination Committee.

Mr Everingham was last elected as a Director of the Company at the 2018 AGM on 24 October 2018. 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 Everingham is eligible, he offers himself for re-election.

Mr Everingham is an experienced executive with more than 25 years’ corporate experience, including 18 years in senior executive roles in the digital sector. He was formerly Managing Director of SEEK Limited’s International Division, and served as a Non-Executive Director of the education businesses, IDP Education, Online Education Services and THINK Education, as well as Chairman of Seek’s China subsidiary, Zhaopin Limited. His previous executive roles include Director of Strategy for Yahoo! in Australia and Southeast Asia. He is a non-executive director of iCar Asia Limited and WWF-Australia, Australia’s largest conservation organisation.

Mr Everingham holds a Master of Business Administration from IESE, a Bachelor of Economics from The University of Sydney, and is a graduate member of the Australian Institute of Company Directors.

The Board considers Mr Everingham to be an independent director.

The Board believes that Mr Everingham’s capability and experience, particularly in strategy and digital technologies is a significant asset to the Board, particularly in the execution of the Company’s omni retail channel and digital strategy. Accordingly, the Board (with Mr Everingham abstaining) recommends Mr Everingham for re-election.

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ITEM 4 PROPORTIONAL TAKEOVER PROVISIONS

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

It is proposed to insert a new rule 22.9 and Schedule 2 into the Company’s Constitution relating to proportional takeover bids, as set out at Annexure 1 of this Notice of Meeting.

A proportional takeover bid occurs when a bidder offers to acquire only a proportion of each shareholder’s shares (e.g. five out of every eight shares held). Under the Corporations Act, companies may include proportional takeover rules in their constitutions that enable shareholders to vote on a proportional bid ‘in-principle’ before a proportional bid is permitted to proceed. These rules expire if they are not refreshed by a special resolution of shareholders every three years. A significant number of ASX-listed companies have proportional takeover provisions in their constitutions and routinely have the provisions refreshed by shareholders.

The Corporations Act requires the Company to provide shareholders with an explanation of the proposed proportional takeover approval provisions (as set out below) so that shareholders may make an informed decision on whether to support or oppose the resolution.

WHY ARE PROPORTIONAL TAKEOVER APPROVAL PROVISIONS NEEDED?

The Board considers that shareholders should have the opportunity to vote on any proportional takeover bid for the Company

Without these provisions, a bid may enable control of the Company to pass without shareholders having the chance to sell all their shares to the bidder. Shareholders therefore may be exposed to the risk of being left as a minority in the Company, and of the bidder taking control of the Company without paying an adequate premium for control.

The Board also considers that the provisions may avoid shareholders feeling pressured to accept a bid in circumstances where they do not want it to succeed.

WHAT IS THE EFFECT OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS?

If a proportional takeover bid is made, the directors must ensure that shareholders vote on a resolution to approve the bid more than 14 days before the bid period closes.

The vote is decided on a simple majority.

Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote, but the bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution.

If the resolution is not voted on, the bid will be taken to have been approved.

The proportional takeover approval provisions do not apply to full takeover bids and only apply for 3 years after the date of adoption. The provisions may be renewed, but only by a special resolution.

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NO PERSON TO ACQUIRE OR INCREASE ITS SUBSTANTIAL INTEREST

At the date this statement was prepared, no director is aware of a proposal by a person to acquire, or to increase, a substantial interest in the Company.

POTENTIAL ADVANTAGES AND DISADVANTAGES

The Board considers that the proportional takeover approval provisions have no potential advantages or disadvantages for them personally and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover approval provisions for shareholders of the company are:

• shareholders will have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• the provisions may help shareholders avoid being locked in as a minority;

• there will be an increase in the bargaining power of shareholders which may ensure that any partial offer is adequately priced; and

• knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover bid and to decide whether to accept or reject that offer.

The potential disadvantages for shareholders of the company include:

• proportional takeover bids for shares in the company may be discouraged;

• shareholders may lose an opportunity to sell some of their shares at a premium; and

• the chance of a proportional takeover bid being successful may be reduced.

The Board considers that the potential advantages for shareholders of the proportional takeover approval provisions outweigh the potential disadvantages. In particular, shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

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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 for the financial year ended 26 June 2021, 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.

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ATTENDING AND PARTICIPATING IN THE AGM ONLINE

To attend the Meeting, you will need to log in to the Online Platform provided by our share registry, Link, and register your attendance. Registration will commence at 11:00 a.m. (AEST) on the day of the Meeting.

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 link, https://agmlive.link/SUL21, or type the address into your web browser on your computer or other device

• Step 2 (shareholders) if you are a shareholder, to obtain a voting card or ask a question, you will need your SRN or HIN. You can find this on your holding statement sent to you by Link, the share registry or CHESS.

OR

(proxyholders) if you are a proxy holder, your login details will be provided to you 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 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.

We recommend that you test to see that it works on your device before the AGM starts at 11.30 a.m. (AEST). Further instructions on device configurations are provided in the Virtual Meeting Guide. We also recommend logging onto the Online Platform at least 15 minutes prior to the scheduled start time for the Meeting.

Technical difficulties may arise during the course of the AGM. The Chair has discretion as to whether and how the AGM should proceed in the event that a technical difficulty arises. In exercising her discretion, the Chair will have regard to the number of shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where she considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

For this reason, shareholders are encouraged to lodge a directed proxy or direct vote in advance of the Meeting even if they plan to attend the Meeting online.

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, including an opportunity to ask questions of the Company’s External Auditor, PricewaterhouseCoopers. Shareholders will be able to ask a question or make a comment in real-time by following the prompts in the Online Platform. Shareholders who wish to ask a question or make a comment verbally may do so via the

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questions and comments phone line. More information on how to do this can be found on the Virtual Meeting Guide, available on the AGM Information Hub.

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.

Shareholders who are unable to participate in 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 endeavour to address the more frequently asked questions during the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions raised. Written questions must be received by the Company or Link by 5.00 p.m. (AEST) on Wednesday, 13 October 2021 , 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.

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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 7:00 p.m. (AEST) on Monday, 18 October 2021 . 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:

1. vote online in real-time by lodging a direct vote during the AGM;

2. appoint a proxy before the AGM to vote on your behalf at the AGM; or

3. lodge a direct vote before 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 11.30 a.m. (AEST) on Monday, 18 October 2021 .

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

o 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 11.30 a.m. (AEST) on Monday, 18 October 2021 .

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/country code, as recorded for your holding.

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

• do it online at www.linkmarketservices.com.au • 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 • deliver it by hand* to c/- Link Market Services Limited Level 12 680 George Street Sydney NSW 2000

• do it by mobile device scan the QR Code on the Proxy Form

• 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

You will be able to vote online in real-time by lodging a direct vote using the Online Platform any time between the start of the Meeting at 11.30 a.m. (AEST) and the closure of voting as announced by the Chair during the Meeting.

More information about online participation in the Meeting is available in the Virtual Meeting 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, 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 48 hours 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 submitted 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.

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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	the business of the Meeting as set out in the 2021 Notice of Annual
Meeting	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.
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 2021 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 26 June 2021 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
Remuneration Report	the report named as such in the Company’s 2021 Annual Report
SRN	Shareholder Reference Number, which can be found in the top
	right corner of the Shareholder Letter

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ANNEXURE 1 – PROPORTIONAL TAKEOVER PROVISIONS

22.9 PLEBICITE TO APPROVE PROPORTIONAL TAKEOVER BIDS

This Constitution includes Schedule 2. Schedule 2 ceases to have effect at the end of 3 years beginning:

• (a) where those rules have not been renewed in accordance with the Corporations Act, on the date that those rules were adopted by the Company; or

• (b) where those rules have been renewed in accordance with the Corporations Act, on the date those rules were last renewed.

SCHEDULE 2 PLEBISCITE TO APPROVE PROPORTIONAL TAKEOVER BIDS

1.1 Definitions

The meanings of the terms used in this Schedule 2 are set out below. All references to rules are references to rules within this Schedule.

Approving Resolution means in relation to a Proportional Takeover Bid, a resolution to approve the Proportional Takeover Bid passed in accordance with rule 1.3.

Approving Resolution Deadline means in relation to a Proportional Takeover Bid, the day that is 14 days before the last day of the bid period and during which the offers under the Proportional Takeover Bid remain open or a later day allowed by the Australian Securities and Investments Commission.

Proportional Takeover Bid means a takeover bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of securities included in a class of securities in the Company.

Relevant Class means in relation to a Proportional Takeover Bid, the class of securities in the Company in respect of which offers are made under the Proportional Takeover Bid.

1.2 Transfers not to be registered

Despite any other rule in the Constitution, a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution has been passed or is taken to have been passed in accordance with rule 1.3.

1.3 Approving Resolution

• (a) Where offers have been made under a Proportional Takeover Bid, the Board must:

• (i) convene a meeting of the persons entitled to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover Bid; and

• (ii) ensure that the resolution is voted on in accordance with this rule 1.3, before the Approving Resolution Deadline.

• (b) The provisions of this Constitution relating to general meetings apply (with any necessary changes) to a meeting that is convened under rule 1.3(a), as if that meeting were a general meeting of the Company.

19

• (c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not entitled to vote on the Approving Resolution and if they do vote, their votes must not be counted.

• (d) Subject to rule 1.3(c), a person who held securities of the relevant class as at the end of the day on which the first offer under the Proportional Takeover Bid was made is entitled to vote on the Approving Resolution.

• (e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (f) If an Approving Resolution has not been voted on in accordance with this rule 1.3 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution will be taken to have been passed in accordance with this rule 1.3 on the Approving Resolution Deadline.

20

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  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited

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 appoint:

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----- Start of picture text -----

A
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VOTE DIRECTLY

elect to lodge my/our vote(s) directly (mark box)

 in relation to the Annual General Meeting of the Company to be held at 11:30am (AEST) on Wednesday, 20 October 2021, and at any adjournment or postponement of the Meeting.

You should mark either “for” or “against” for each item. Do not mark the “abstain” box.

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----- Start of picture text -----

OR
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B APPOINT A PROXY the Chair of OR if you are NOT appointing the Chair of the Name the Meeting Meeting as your proxy, (mark box) please write the name and email of the person or body corporate you are Email appointing as your proxy

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 directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:30am (AEST) on Wednesday, 20 October 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/ SUL21 (refer to details in the Virtual Meeting Guide).

Important for Item 2: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Item 2, even though the Item is 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 of business.

VOTING DIRECTIONS

Proxies 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 * 4 Proportional Takeover Provisions

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2 Adoption of Remuneration Report

• 3.1 Re-election of Dr Sally Pitkin AO as a Director

3.2 Re-election of Mr Peter Everingham as a Director

• 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 PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

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

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.

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.

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.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am (AEST) on Monday, 18 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

ONLINE



www.linkmarketservices.com.au

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

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

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 write the name and email of that individual or body corporate in Step 1. If your named proxy does not attend the Meeting, the Chair of the Meeting 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 be a shareholder of the Company.

PROXY VOTING BY THE CHAIR OF THE MEETING

On a poll, the Chair of the Meeting will vote directed proxies as directed and will vote undirected proxies in favour of each item of business. If the Chair of the 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 the Chair of the Meeting to exercise your proxy on all Resolutions, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of 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.







BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent o r e n t e r t h e v o t i n g l i n k www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL

Super Retail Group Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

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.

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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

ACN 108 676 204

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LODGE YOUR DIRECTION

ONLINE  www.linkmarketservices.com.au

BY MAIL  Super Retail Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1800 170 502 (free call within Australia)

X99999999999

X99999999999

VOTING DIRECTION FORM

DIRECTION TO THE TRUSTEE OF THE PLAN

I, being a participant of the Super Retail Group Equity Plans (identified below)^ direct the Trustee of the Plan to vote on my behalf in respect of any voting rights attaching to shares held for my benefit under the Plan at the Annual General Meeting of the Company to be held at 11:30am (AEST) on Wednesday, 20 October 2021 and at any adjournment of that meeting. Forms will only be valid and accepted by the Company if they are signed and received no later than 5:00pm (AEST) on Wednesday, 13 October 2021.

 ^Team Member Share Plan Australia, Team Member Share Plan New Zealand, Employee Equity Incentive Plan

VOTING DIRECTIONS

This form will only be used for the purpose of voting on the resolutions specified below. To direct the Trustee on how to vote on any resolution, please insert T in the appropriate box. In the absence of a direction by you, the Trustee has no direction and your votes will not be counted.

Items

• 2 Adoption of Remuneration Report

• 3.1 Re-election of Dr Sally Pitkin AO as a Director

• 3.2 Re-election of Mr Peter Everingham as a Director

• 4 Proportional Takeover Provisions

For Against Abstain *

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• • If you mark the Abstain box for a particular Item, you are directing the Trustee 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.

SIGNATURE OF PARTICIPANT – THIS MUST BE COMPLETED

Signature of Participant

SUL VDF2102

Super Retail Group

LODGE YOUR QUESTIONS



ACN 108 676 204

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ONLINE www.linkmarketservices.com.au

BY MAIL  Super Retail Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1800 170 502 (free call within Australia)

X99999999999

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 (AEST) on Wednesday, 13 October 2021 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

1. Question is for the

Chair or Auditor

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 Guide

Before you begin

Ensure your browser is compatible. 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

• & OS X v10.10 and after

• Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Guide

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Step 1

Open your web browser and go to https://agmlive.link/SUL21

Step 2

Log in to the portal using your full name, mobile number and email address.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

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

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

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you have lodged a vote prior to the Annual General Meeting but would like to cast your votes again during the Annual General Meeting on the virtual meeting platform, please click on the “Get a Voting Card’ button. You will be prompted to revoke your prior votes and proxy appointment. If you select ‘yes’, your prior votes and proxy appointment are revoked and a voting card will be issued for your holding and you will be able to cast your votes for all the resolutions put to the meeting.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders 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 view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

2 • Link Group Virtual Meeting Guide

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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 (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 it will automatically tally how many votes you have left.

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.

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

Note: You can close your voting card 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.

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. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Guide • 3

Virtual Meeting Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will be prompted to enter your security holder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

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

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

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3. Downloads

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In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

View relevant documentation in the Downloads section.

4. Voting closing

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

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 submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

Contact us

Australia T +61 1800 990 363 E info@linkmarketservices.com.au

1261.0 04/21 ISS8

5. Optional questions and comments phone line

For shareholders or proxyholders who wish to ask their question or make their comment orally rather than via the online AGM platform, a questions and comments phone line will be available during the AGM.

What you will need

Asking a question or making a comment

Step 1

When the Chairman calls for questions or comments on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question or make a comment.

a) Land line or mobile phone

• b) The name and securityholder number of your holding/s

• c) To obtain your unique PIN please contact Link Market Services on 1800 990 363 by 11.30am (AEST) on Monday, 18 October 2021.

Step2

The moderator will ask you what item of business your question or comment relates to? Let the moderator know if your question or comment relates to General Business or the Resolution number.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 416 188 or +61 2 9189 1107.

Step2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

You will also be asked if you have any additional questions or comments.

Step3

When it is your time to ask your question or make your comment, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking. Note, if at any time you no longer wish to ask a question or make a comment, you can lower your hand by pressing *2 on your key pad.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question or make a comment.

If you also joined the Meeting online, it is important that you mute your laptop, desktop, tablet or mobile device while you ask your question - this will avoid technical difficulties for you and other shareholders.

Step3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Step4

Your line will be muted once your question or comment has been responded to.

Step4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

New Zealand T +64 9 375 5998 E enquiries@linkmarketservices.co.nz

Australia T 1300 554 474 E info@linkmarketservices.com.au

1487.7 04/21 1S82