SUPER RETAIL GROUP LIMITED

21 October 2011

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Company Announcements ASX Limited Level 5, Riverside Centre 123 Eagle Street BRISBANE QLD 4000

RETAIL ENTITLEMENT OFFER: Super Retail Group Limited (ABN 81 108 676 204) (ASX Code: SUL) - Retail Offer Booklet and Entitlement and Acceptance Form

Further to the announcement on Monday 17 October 2011 relating to Super Retail Group Limited’s pro rata renounceable entitlement offer, Super Retail Group advises that the Retail Entitlement Offer opens today, Friday 21 October 2011, and will close at 5.00pm (Sydney time) on Wednesday 16 November 2011. As set out in the announcement on Monday 17 October 2011, the retail component of the Offer contains an entitlements trading element where eligible retail shareholders are able to trade their entitlements under the Offer on the ASX.

A copy of the Retail Offer Booklet and accompanying Entitlement and Acceptance Form relating to the Retail Entitlement Offer (in the form attached) will be despatched to eligible shareholders on Wednesday 26 October 2011.

Yours sincerely Super Retail Group Limited

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Robert Dawkins Company Secretary

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Retail Entitlement Offer

Super Retail Group Limited (ABN 81 108 676 204)

9 for 19 pro rata renounceable entitlement offer of Super Retail Group Limited ordinary shares at an offer price of $5.34 per New Share

Retail Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 16 November 2011

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Retail Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities & Investments Commission. Please call your stockbroker, accountant or other professional adviser or the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) if you have any questions.

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ImpORtant nOtIcEs

Defined terms used in these important notices have the meaning given in this Retail Offer Booklet.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Future performance and forward looking statements

This Retail Offer Booklet contains certain “forward looking statements”. Forward looking statements should or can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Retail Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Super Retail Group, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward looking statements may also be based on estimates and assumptions which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. These statements may assume the success of Super Retail Group’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond Super Retail Group’s control (including uncertainties described in the “Key risks” section of the Super Retail Group Investor Presentation included in this Retail Offer Booklet), and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. You are cautioned not to place undue reliance on forward looking statements and, except as required by law, Super Retail Group assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of the forward looking statements in this Retail Offer Booklet should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that Super Retail Group will achieve, or is likely to achieve, any particular results.

Past performance

Past Share price performance of Super Retail Group Shares provides no guidance as to future Share price performance.

Jurisdictions

This Retail Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Neither this Retail Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares have been, nor will be, registered under the US Securities Act of 1933 ( US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of, a person in the United States. Neither the Entitlements nor the New Shares may be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. The Entitlements and the New Shares will be sold only in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act.

Super Retail Group

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Withholding tax

This Retail Offer Booklet refers to the potential payment of a Retail Premium to certain investors. Super Retail Group may be required to withhold tax in relation to any Retail Premium that is paid to those investors under applicable laws. References to the payment of the Retail Premium in this Retail Offer Booklet will be read as payments net of any applicable withholding taxes. If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to Super Retail Group, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not deducted from any proceeds payable to you at the rate of 46.5%. You are able to provide your TFN or ABN online with the Super Retail Group Share Registry at www.linkmarketservices.com.au.

References to “you” and “your Entitlement”

In this Retail Offer Booklet, references to “you” are references to Eligible Retail Shareholders and references to “your Entitlement” (or “your Entitlement and Acceptance Form”) are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders (as defined in Section 7.1).

Times and dates

Times and dates in this Retail Offer Booklet are indicative only and subject to change. All times and dates refer to Sydney time. Refer to Section 1 for more details.

Trading Entitlements and New Shares

Super Retail Group will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade Entitlements before they receive their Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Super Retail Group or the Super Retail Group Share Registry or otherwise, or who otherwise trade or purport to trade Entitlements in error or which they do not hold or are not entitled to.

Super Retail Group will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Super Retail Group or the Super Retail Group Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt, as to these matters you should first consult with your stockbroker, accountant or other professional adviser. Refer to Section 7 for more detail.

Super Retail Group

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1.	Key dates for the Retail Enttlement Ofer	4
2.	chairman’s leter	5
3.	summary of optons available to you	7
4.	actons required by you	9
5.	australian taxaton consideratons	17
6.	asX announcements	20
7.	Important informaton	55
8.	corporate directory	64

Super Retail Group

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1. KEy datEs fOR thE REtaIl EntItlEmEnt OffER

Announcement of the Entitlement Offer	Monday 17 October
Retail Entitlements trading on ASX begins (on a deferred settlement basis)	Thursday 20 October
Record Date for eligibility in the Entitlement Offer	7.00pm, Thursday 20 October
Retail Entitlement Offer opens	Friday 21 October
Retail Offer Booklet despatched	Wednesday 26 October
Retail Entitlements allotted	Wednesday 26 October
Retail Entitlements trading on ASX (on a normal settlement basis)	Thursday 27 October
Retail Entitlements trading on ASX ends	Wednesday 9 November
New Shares under Retail Entitlement Offer commence trading on ASX on a deferred settlement basis	Thursday 10 November
Retail Entitlement Offer closes	5.00pm, Wednesday 16 November
Retail Shortfall Bookbuild	Monday 21 November
Settlement of the Retail Entitlement Offer	Monday 28 November
Issue of New Shares under the Retail Entitlement Offer	Tuesday 29 November
Despatch of holding statements for New Shares under the Retail Entitlement Offer	Tuesday 29 November
New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis	Wednesday 30 November
Retail Premium (if any) despatched	Wednesday 30 November

The timetable above is indicative only and may be subject to change. All times and dates refer to Sydney time. Super Retail Group, in conjunction with the Underwriters (as defined in Section 7.14), reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth) ( Corporations Act ), the ASX Listing Rules and other applicable laws. In particular, Super Retail Group reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of new Super Retail Group ordinary shares ( New Shares ).

The commencement of quotation of Entitlements and New Shares is subject to confirmation from ASX.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

Enquiries

If you have any questions, please call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia), or consult your stockbroker, accountant or other professional adviser. The Super Retail Group Offer Information Line will be open from 8:30am to 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011. Alternatively, you can access information about the Retail Entitlement Offer online at www.superretailgroup.com.au.

Super Retail Group

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2. chaIRman’s lEttER

21 October 2011

Dear Shareholder,

On behalf of Super Retail Group Limited ( Super Retail Group ), I am pleased to invite you to participate in the future growth of Super Retail Group through an accelerated renounceable entitlement offer of New Shares ( Entitlement Offer ).

The proceeds of the Entitlement Offer (together with expanded debt facilities) will be used to fund the acquisition of Rebel Group Limited ( Rebel ) for $610 million.[1]

This is an exciting opportunity for Super Retail Group and the acquisition will position Super Retail Group as Australia’s #1 retailer of sporting and leisure products. Rebel is the clear market leader in the Australian sporting goods retail sector with 128 stores nationwide and an estimated 24% market share in a highly fragmented sporting goods retailing market. Together the businesses will have almost 550 stores and sales in excess of $1.7 billion.

The acquisition is expected to deliver mid single digit EPS accretion in FY12[2] (pre-synergies). The acquisition has the capacity to create significant shareholder value through the delivery of pre-tax synergies that are estimated by management to be in the order of $10 million on an annualised basis, of which approximately 50% are anticipated to be achieved in FY12. As a result, the Board of Super Retail Group expects that the acquisition will be value enhancing for those shareholders that participate for their full entitlement under the Entitlement Offer.

There is a natural strategic fit between the Super Retail Group and Rebel businesses. Rebel will complement Super Retail Group’s demonstrated strengths in product sourcing and brand building. In addition, Rebel’s loyalty program successes and sophisticated footfall monitoring technologies will further bolster Super Retail Group’s own strengths in these areas.

The acquisition meets Super Retail Group’s strict criteria for assessing acquisition opportunities, and provides Super Retail Group with an exciting opportunity to leverage its systems and processes to drive the future growth of Rebel to create value for Super Retail Group’s shareholders.

Under the Entitlement Offer, eligible shareholders will be able to purchase 9 New Shares for every 19 existing Super Retail Group ordinary shares ( Shares ) held on the Record Date of 7.00pm (Sydney time) on Thursday, 20 October 2011 ( Entitlement ). The offer price of $5.34 per New Share ( Offer Price ) represents a 17.8% discount to the closing market price of Shares on Friday, 14 October 2011 and a 12.8% discount to the theoretical ex-rights price ( TERP )[3] . New Shares issued under the Entitlement Offer will rank equally with existing Shares.

The Entitlement Offer comprises an institutional component ( Institutional Entitlement Offer ) and a retail component ( Retail Entitlement Offer ). This booklet ( Retail Offer Booklet ) relates to the Retail Entitlement Offer and Entitlements allotted under it ( Retail Entitlements ).

1 The purchase price is before acquisition costs and is subject to a post completion adjustment based on Rebel’s working capital balance as at 29 October 2011.

2 EPS accretion calculated on a pro-forma basis. The funding costs relating to integration costs and transaction costs has been included, but the expensing of these costs has been excluded. In accordance with AASB 133, EPS calculations for all prior periods will be restated based on an adjustment factor to take into account the bonus element in the Entitlement Offer.

3 The TERP is a theoretical price at which Super Retail Group shares trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which Super Retail Group shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to Super Retail Group’s closing price of $6.50 on Friday, 14 October 2011.

Super Retail Group

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This Retail Offer Booklet contains important information about the Retail Entitlement Offer and Super Retail Group’s business under the following headings:

Key dates for the Entitlement Offer;
Summary of options available to you;
Actions required by you;
Australian taxation considerations;
ASX announcements (including the Super Retail Group Investor Presentation); and
Important information.

Accompanying this Retail Offer Booklet is your personalised Entitlement and Acceptance Form which contains details of your Entitlement. Your Entitlement may have value and it is important that you determine whether to take up, transfer, sell (in whole or in part) or do nothing in respect of your Entitlement (see Section 4).

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 16 November 2011. To participate, you need to ensure that you have completed your application by paying application monies ( Application Monies ) by BPAY[®] , or by lodging your personalised Entitlement and Acceptance Form with your Application Monies paid by cheque, bank draft or money order, so that they are received before this time in the manner described in this Retail Offer Booklet.

If you do not wish to take up your Entitlement, you may sell all or part of your Entitlement on the Australian Securities Exchange ( ASX ) from Thursday, 20 October 2011 to Wednesday, 9 November 2011 or transfer all or part of your Entitlement directly to another person. If you choose to do nothing in respect of all or part of your Entitlement, New Shares in respect of all or part (as applicable) of your Entitlement will be offered for sale through a bookbuild process on Monday, 21 November 2011 ( Retail Shortfall Bookbuild ). In this case, you will receive any premium paid over the Offer Price in respect of the New Shares sold to investors in the Retail Shortfall Bookbuild ( Retail Premium ).

The Super Retail Group board urges you to read this Retail Offer Booklet carefully and in its entirety before deciding what to do in respect of your Entitlement. In particular, you should read and consider the “Key risks” section of the Super Retail Group Investor Presentation in Appendix 2 which contains a summary of some of the key risks associated with an investment in Super Retail Group.

For further information on the Entitlement Offer, you should call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011. You can also go to our Entitlement Offer website at www.superretailgroup.com.au. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

The Super Retail Group board is pleased to offer this opportunity to you.

Yours faithfully,

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Robert Wright Chairman

Super Retail Group

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3. summaRy Of OptIOns avaIlablE tO yOu

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Options available to you Key considerations
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Options available to you	Key considerations

1. Take up all or part of your Entitlement	• You may elect to purchase New Shares at the Offer Price (see Section 4.5.1 for instructions on how to take up your Entitlement). • The New Shares issued under the Retail Entitlement Offer will rank equally in all respects with existing Super Retail Group ordinary shares on issue, including as to dividend/distribution entitlements. • The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 16 November 2011. • If you only take up part of your Entitlement, you may choose to sell or transfer the balance (see Option 2) or you may do nothing and let that part lapse (see Option 3) and allow New Shares in respect of that part of your Entitlement to be sold in the Retail Shortfall Bookbuild.
2. Sell or transfer all or part of your Entitlement	• If you do not wish to take up all or part of your Entitlement, you may be able to sell all or part of your Entitlement on ASX through your broker (see Section 4.5.2) or transfer your Entitlement directly to another person (see Section 4.5.3). • Retail Entitlements may be traded on ASX from Thursday, 20 October 2011 to Wednesday, 9 November 2011 (ASX code: SULR). You may incur brokerage costs if you sell your Entitlement on ASX. • The proceeds of any sale should be treated as capital gains for Australian tax purposes (see Section 5.1). • If you sell all of your Entitlements in the Retail Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild. You will also forgo any exposure to increases or decreases in the value of New Shares had you taken up that Entitlement. Your percentage shareholding in Super Retail Group will also be diluted. • If you only sell or transfer part of your Entitlement, you may choose to take up the remainder (see Option 1) or you may do nothing and let that part lapse (see Option 3) and allow New Shares in respect of that part of your Entitlement to be sold in the Retail Shortfall Bookbuild. • By selling or transferring all or part of your Entitlement you will also forgo any exposure to increases or decreases in the value of New Shares had you taken up that part of your Entitlement. Your percentage shareholding in Super Retail Group will also be diluted.

Super Retail Group

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Options available to you Key considerations
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Options available to you

Key considerations

3. Let your Entitlement
lapse

•
New Shares in respect of Entitlements not taken up, sold on the ASX or transferred
to another person will be sold through the Retail Shortfall Bookbuild on Monday,
21 November 2011 and you will receive any Retail Premium (see Section 4.5.4).
There is no guarantee that there will be any Retail Premium.
•
You will not incur brokerage costs on any Retail Premium received from the Retail
Shortfall Bookbuild.
•
The Retail Premium received from the Retail Shortfall Bookbuild is likely to be treated
as unfranked dividend or ordinary income for Australian tax purposes and the tax
consequences may be different to selling your Entitlement on the ASX (or via direct
transfer) (see Section 5).
•
By letting your Entitlement lapse you will forgo any exposure to increases or decreases
in the value of New Shares had you taken up that Entitlement (or any value for that
Entitlement which may have been achieved through its sale on ASX or otherwise). Your
percentage shareholding in Super Retail Group will also be diluted.
•
If you are an Australian tax resident shareholder, and you have not previously provided
your TFN or ABN to Super Retail Group, you may wish to do so prior to the close of the
Retail Entitlement Offer to ensure that withholding tax is not deducted from any Retail
Premium at the rate of 46.5%. You are able to provide your TFN or ABN online with the
Super Retail Group Share Registry at www.linkmarketservices.com.au.

Super Retail Group

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4. actIOns REquIREd by yOu

4.1 Overview of the Entitlement Offer

Eligible shareholders are being offered the opportunity to purchase 9 New Shares for every 19 existing Shares held as at the Record Date of 7.00pm (Sydney time) on Thursday, 20 October 2011, at the Offer Price of $5.34 per New Share.

The Entitlement Offer is comprised of four components:

Institutional Entitlement Offer – Eligible Institutional Shareholders (as defined in Section 7.2) were given the opportunity to take up all or part of their Entitlement. Entitlements under the Institutional Entitlement Offer ( Institutional Entitlements ) were renounceable and were not able to trade on ASX;
Institutional Shortfall Bookbuild – New Shares in respect of Institutional Entitlements not taken up, and New Shares that would have represented Entitlements of ineligible institutional shareholders were sold through a bookbuild process on Wednesday, 19 October 2011 ( Institutional Shortfall Bookbuild ). No premium was paid over the Offer Price for New Shares which were sold under the Institutional Shortfall Bookbuild. Accordingly, Eligible Institutional Shareholders who did not take up all of their Entitlements, as well as ineligible institutional shareholders, will not receive any consideration for each New Share not taken up;
Retail Entitlement Offer – Eligible Retail Shareholders (as defined in Section 7.1) will be allotted Retail Entitlements under the Retail Entitlement Offer which can be taken up in whole or in part, or traded on ASX (or transferred directly to another person) in whole or in part. This means that if you do not wish to take up all or part of your Entitlement you may sell on ASX or transfer all or part of your Entitlement in order to realise value from your Entitlement. You may incur brokerage costs if you sell your Entitlement on ASX; and
Retail Shortfall Bookbuild – New Shares in respect of Retail Entitlements which are not taken up by the close of the Retail Entitlement Offer and New Shares that would have represented Entitlements of Ineligible Retail Shareholders (as defined in Section 4.6), will be sold through the Retail Shortfall Bookbuild. Any Retail Premium will be remitted proportionally to holders of those Retail Entitlements at the close of the Retail Entitlement Offer, and to Ineligible Retail Shareholders.

You have a number of decisions to make in respect of your Entitlement. These decisions may materially affect the value (if any) that may be received in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.

You should note that the taxation outcome if you choose to sell your Entitlement on ASX (or otherwise transfer it) may be different to the taxation outcome if you do nothing in respect of an Entitlement and receive any Retail Premium for the sale of that Entitlement through the Retail Shortfall Bookbuild. You should read Section 5 “Australian taxation considerations” of this Retail Offer Booklet for further information.

The Entitlement Offer is fully underwritten by the Underwriters. Further details on the Retail Entitlement Offer and Retail Shortfall Bookbuild are set out below.

4.2 The Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to apply for 9 New Shares for every 19 existing Shares held as at the Record Date at the Offer Price of $5.34 per New Share.

The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer.

The Retail Entitlement Offer opens on Friday, 21 October 2011 and will close at 5.00pm (Sydney time) on Wednesday, 16 November 2011.

Super Retail Group

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4.3 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 9 New Shares for every 19 existing Shares you held as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New Shares.

If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with existing Super Retail Group ordinary shares on issue, including as to dividend/distribution entitlements.

See Sections 7.1, 7.11 and 7.13 for information on restrictions on participation.

4.4 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares offered under the Retail Entitlement Offer. As a result, it is important for you to read carefully and understand the information on Super Retail Group and the Retail Entitlement Offer made publicly available, prior to deciding whether to take up all or part of your Entitlement, sell or transfer all or part of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements made available at www.superretailgroup.com.au.

Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer. You should also refer to the “Key risks” section of the Super Retail Group Investor Presentation included in Section 6 of this Retail Offer Booklet.

4.5 Options available to you

You may take any of the following actions. Each of these options may have a materially different outcome on any value you receive in respect of your Entitlement.

Take up all or part of your Entitlement (see Section 4.5.1);
Sell all or part of your Entitlement:
on ASX (see Section 4.5.2); or
by transferring it directly to another person (see Section 4.5.3)
Do nothing and let your Entitlement lapse (see Section 4.5.4)

4.5.1 If you wish to take up all or part of your Entitlement

If you wish to take up all or part of your Entitlement, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies OR pay your Application Monies via BPAY by following the instructions set out on the personalised Entitlement and Acceptance Form.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares on Tuesday 29 November 2011. Super Retail Group’s decision on the number of New Shares to be issued to you will be final.

Super Retail Group also reserves the right (in its absolute discretion) to reduce the number of New Shares issued (or any Retail Premium paid to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders), if Super Retail Group believes their claims to be overstated or if they or their nominees fail to provide information to substantiate their claims to Super Retail Group’s satisfaction (see Section 7.4).

Super Retail Group

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4. actIOns REquIREd by yOu cOnt.

4.5.2 If you wish to sell all or part of your Entitlement on ASX

If you wish to sell all or part of your Entitlement on ASX, you should instruct your stockbroker and provide details as requested from your personalised Entitlement and Acceptance Form. Allow sufficient time for your instructions to be carried out by your stockbroker. Please note you may incur brokerage if you choose to sell your Entitlement on ASX.

Entitlement trading on ASX starts on Thursday, 20 October 2011 (ASX code: SULR) and ceases at 4.00pm (Sydney time) on Wednesday, 9 November 2011. You may incur brokerage costs if you choose to sell your Entitlement on ASX. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact your ability to sell your Entitlement on ASX and the price you may be able to achieve.

This Retail Offer Booklet, along with your personalised Entitlement and Acceptance Form, will be despatched on Wednesday, 26 October 2011. Super Retail Group will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade your Entitlement before the Retail Entitlements are allotted, or before you receive your personalised Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Super Retail Group or the Super Retail Group Share Registry or otherwise.

If you wish to sell part of your Entitlement on ASX and let the balance lapse, follow the procedures above in respect of the part of your Entitlement you wish to sell on ASX, and do nothing in respect of the balance. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild.

Prices obtainable for Retail Entitlements may rise and fall over the Retail Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the value of Super Retail Group existing Shares relative to the Offer Price. If you sell your Entitlement in the Retail Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild.

If you sell your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in Super Retail Group will also be diluted.

4.5.3 If you wish to transfer all or part of your Entitlement other than on ASX

If you wish to transfer all or part of your Entitlement other than on ASX, you must forward a completed Renunciation and Transfer Form to the Super Retail Group Share Registry in relation to the part of your Entitlement that you wish to transfer. If the transferee wishes to take up all or part of the Entitlement transferred to them, they must send their Application Monies together with the Entitlement and Acceptance Form related to the Entitlement transferred to them to the Super Retail Group Share Registry.

You can obtain a Renunciation and Transfer Form through the Super Retail Group Offer Information Line (on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia)) or from your stockbroker. The Renunciation and Transfer Form as well as the transferee’s Application Monies and the Entitlement and Acceptance Form related to the Entitlement transferred to them must be received by the Super Retail Group Share Registry at the mail or hand delivery address in Section 4.12 no later than 5.00pm (Sydney time) on Wednesday, 16 November 2011.

If the Super Retail Group Share Registry receives both a completed Renunciation and Transfer Form and an application for New Shares in respect of the same Entitlement, the transfer will take priority over the application.

If you wish to transfer part of your Entitlement and allow the balance to lapse, follow the procedures above in respect of the part of your Entitlement you wish to transfer, and do nothing in respect of the balance. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild.

Prices obtainable for Retail Entitlements quoted on ASX may rise and fall over the Retail Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the price of Shares relative to the Offer Price. If you sell your Entitlements in the Retail Entitlement trading period, you may receive a higher or lower amount compared to a shareholder who sells their Entitlements at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild.

If you transfer your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in Super Retail Group will also be diluted.

Super Retail Group

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You may only transfer your Entitlement in this way to a purchaser whose address is in Australia or New Zealand, who is not in the United States and is not acting for a person in the United States. Transferees of Entitlements that do not have a registered address in Australia or New Zealand that are in the United States or that are acting for a person in the United States will not be eligible to take up Entitlements. You should inform any transferee of these restrictions.

See Sections 7.1, 7.9 and 7.13 for more information on restrictions on participation.

4.5.4 If you wish to let your Entitlement lapse

Any Entitlements which you do not take up, sell or transfer will lapse and New Shares in respect of those Entitlements will be sold through the Retail Shortfall Bookbuild on Monday, 21 October 2011 to eligible institutional investors. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild (see Section 4.7).

By allowing your Entitlement to lapse you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement (or any value for that Entitlement which may have been achieved through its sale on ASX or otherwise). Your percentage shareholding in Super Retail Group will also be diluted.

4.6 Ineligible Retail Shareholders

Shareholders who are not Eligible Retail Shareholders and who are not institutional shareholders (whether or not eligible to participate under the Institutional Entitlement Offer) ( Ineligible Retail Shareholders ) will receive the Retail Premium (if any) for Entitlements they would have received had they been eligible to participate in the Entitlement Offer through the Retail Shortfall Bookbuild.

4.7 Retail Shortfall Bookbuild

New Shares in respect of Entitlements which are not taken up by close of the Retail Entitlement Offer, and New Shares that would have represented Entitlements of Ineligible Retail Shareholders, will be sold through the Retail Shortfall Bookbuild. Any Retail Premium (being any premium paid over the Offer Price in respect of those New Shares) will be remitted proportionally to holders at the close of the Retail Entitlement Offer of those lapsed Retail Entitlements, and to Ineligible Retail Shareholders.

Retail Premium amounts, if any, will be paid in either Australian dollars or New Zealand dollars based on your registered address. You will be paid either by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the Share Register.

The Retail Premium may be zero, in which case no payment will be made to holders of those lapsed Entitlements and Ineligible Retail Shareholders. To avoid doubt, the outcome of the Institutional Shortfall Bookbuild (including that there was no premium over the Offer Price at which New Shares were sold under the Institutional Shortfall Bookbuild) is not an indication as to whether there will be a Retail Premium or what any Retail Premium may be.

The ability to sell New Shares under the Retail Shortfall Bookbuild and the ability to obtain any Retail Premium will depend on various factors, including market conditions. If there is a Retail Premium, it may be less than, more than, or equal to the Institutional Premium or less than, more than or equal to any price or prices that Entitlements may be able to be sold on ASX or otherwise transferred. To the maximum extent permitted by law, Super Retail Group, the Underwriters and each of their respective related bodies corporate and affiliates, and each of their respective directors, officers, partners, employees, representatives and agents, disclaim all liability, including for negligence, for any failure to procure a Retail Premium under the Retail Shortfall Bookbuild, for any difference between the Retail Premium and the Institutional Premium and for any failure to obtain any particular exchange rate, or any movements in exchange rates, if exchanging the Retail Premium into New Zealand dollar funds. Super Retail Group reserves the right to issue New Shares under the Retail Shortfall Bookbuild at its discretion.

You should note that if you sell or transfer all or part of your Entitlement or allow all or part of your Entitlement to lapse, then your percentage shareholding in Super Retail Group will be diluted by your non-participation in the Retail Entitlement Offer.

If your Tax File Number (TFN) or Australian Business Number (ABN) is not recorded by the Super Retail Group Share Registry, Super Retail Group may be obliged to withhold tax in relation to any Retail Premium paid to you in respect of your Entitlement under the Retail Shortfall Bookbuild. References in this Retail Offer Booklet to the payment of any such proceeds are to be interpreted as net of any applicable withholding tax. Refer to Section 5.2 for further details.

Super Retail Group

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4. actIOns REquIREd by yOu cOnt.

4.8 Payment

You can pay in the following ways:

by BPAY; or
by cheque, bank draft or money order.

Cash payments will not be accepted. Receipts for payment will not be issued.

Super Retail Group will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

Payment by BPAY

For payment by BPAY, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

If you are paying by BPAY, please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding set out in the applicable Entitlement and Acceptance Form. If you do not use the correct CRN specific to that holding, as set out in the applicable Entitlement and Acceptance Form, your application will not be recognised as valid.

Please note that should you choose to pay by BPAY:

you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY payment is received by the Super Retail Group Share Registry by no later than 5.00pm (Sydney time) on Wednesday, 16 November 2011. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Super Retail Group Retail Offer” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

for an amount equal to $5.34 multiplied by the number of New Shares that you are applying for; and
in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Super Retail Group

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4.9 Representations by acceptance

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY, you will be deemed to have represented to Super Retail Group that you are an Eligible Retail Shareholder and:

acknowledge that you have read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet (including Section 7.4), and Super Retail Group’s constitution;
authorise Super Retail Group to register you as the holder of New Shares allotted to you;
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
acknowledge that once Super Retail Group receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY, you may not withdraw your application or funds provided except as allowed by law;
agree to apply for and be issued up to the number of New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY, at the Offer Price per New Share;
authorise Super Retail Group, the Underwriters, the Super Retail Group Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Super Retail Group Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Super Retail Group and is given in the context of Super Retail Group’s past and ongoing continuous disclosure announcements to ASX;
acknowledge the statement of risks in the “Key risks” section of the Super Retail Group Investor Presentation, and that investments in Super Retail Group are subject to risk;
acknowledge that none of Super Retail Group, the Underwriters, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Super Retail Group, nor do they guarantee the repayment of capital;
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;
authorise Super Retail Group to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
represent and warrant (for the benefit of Super Retail Group, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are not an Ineligible Retail Shareholder;

Super Retail Group

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4. actIOns REquIREd by yOu cOnt.

represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
represent and warrant that you are not in the United States nor acting for the account or benefit of a person in the United States; and
represent and warrant that you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand.

4.10 Representations by acquirers of Retail Entitlements

Investors who acquire Retail Entitlements on ASX or otherwise will, by acquiring those Retail Entitlements, and by applying to take up all or part of those Retail Entitlements, be deemed to agree to make and be subject to the representations, declarations, warranties and agreements in Section 4.9 above (with references to the Entitlement and Acceptance Form to be read as including any other form provided or required to be provided to Super Retail Group, the Super Retail Group Share Registry or the person’s stockbroker).

Investors should note that if you purchase Retail Entitlements in a transaction on ASX or otherwise, in order to take up those Entitlements and subscribe for New Shares you:

must be an Eligible Retail Shareholder (as defined in Section 7.1), a resident in Australia or New Zealand, or otherwise qualify as an “Eligible Person”[1] ; and
must not be in the United States or acting for the account or benefit of a person in the United States.

If you do not satisfy the above conditions, you will not be entitled to take up Retail Entitlements or subscribe for New Shares.

4.11 Foreign representations

If you submit a personalised Entitlement and Acceptance Form or make a payment via BPAY or otherwise apply to participate (including after having acquired Entitlements) in respect of New Shares you will be deemed to have represented, warranted and agreed, on behalf of yourself and each person or account for which you are acting, that:

you understand and acknowledge that neither the Entitlements nor New Shares have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;
you are not in the United States and are not acting for the account or benefit of a person in the United States; and
you have not sent and will not send this Retail Offer Booklet, the personalised Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States.

1 Certain investors in a limited number of foreign jurisdictions (other than the United States) may be Eligible Persons if they satisfy the requirements of that expression as set out in the “Entitlement Acceptance Form (Appendix E)” in respect of the Entitlement Offer which is available at www.superretailgroup.com.au.

Super Retail Group

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4.12 Mail or hand delivery

To participate in the Retail Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, being 5.00pm (Sydney time) on Wednesday, 16 November 2011. If you make payment via cheque, bank draft or money order, you should mail or hand deliver your completed personalised Entitlement and Acceptance Form together with Application Monies to:

Mailing Address

Hand Delivery Address

Super Retail Group Limited Super Retail Group Limited C/- Link Market Services Limited C/- Link Market Services Limited Locked Bag 3415 Level 15, 324 Queen Street Brisbane QLD 4001 Brisbane QLD 4000 (Please do not use this address for mailing purposes)

Personalised Entitlement and Acceptance Forms and Application Monies will not be accepted at Super Retail Group’s registered or corporate offices, or other offices of the Super Retail Group Share Registry.

4.13 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia). The Super Retail Group Offer Information Line will be open from 8:30am to 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011. Alternatively, you can access information about the Retail Entitlement Offer online at www.superretailgroup.com.au. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

Super Retail Group

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5. austRalIan taXatIOn cOnsIdERatIOns

This section is a general summary of the Australian income tax, capital gains tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders.

The taxation implications of the Retail Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you.

Neither Super Retail Group nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

The comments in this section deal only with the Australian taxation implications of the Retail Entitlement Offer if you hold Shares on capital account and are a resident for Australian income tax purposes. Accordingly, the comments do not apply to you if you hold your Shares on revenue account, as trading stock or have acquired your Shares for the purpose of on-sale at a profit.

The comments in this section are general in nature and are based on the Australian tax legislation and administrative practice in force as at the date of this Retail Offer Booklet.

These comments also do not apply to trustees of employee share schemes or if you acquire New Shares pursuant to any employee share scheme.

The issue of the Entitlements will not itself result in any amount being included in your assessable income.

5.1 Sale of Entitlements

If you sell your Entitlement on ASX or otherwise, you should derive a capital gain for CGT purposes equal to the sale proceeds less certain costs of disposal. The proceeds from the sale of Entitlements should not be treated as ordinary income.

Individuals, complying superannuation entities or trustees that have held their existing Shares for at least 12 months prior to the date of disposal, should be entitled to discount the amount of a capital gain resulting from the sale of the Entitlements (after the application of any current year or carry forward capital losses). The amount of this discount is 50% for individuals and trustees and 33[1] /3% for complying superannuation entities. This is referred to as the “CGT discount”. The CGT discount is not available for companies that are not trustees. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries because of discount capital gains.

Notwithstanding the above, recent statements by the Australian Taxation Office have not expressly dealt with the sale of entitlements on ASX or off-market. You are advised to obtain professional advice as to the taxation treatment of such proceeds.

5.2 Entitlements not taken up

Any Entitlements not taken up by you will lapse.

New Shares in respect of lapsed Entitlements will be sold in the Retail Shortfall Bookbuild. Any Retail Premium will be remitted as a cash payment to you.

The Commissioner of Taxation ( Commissioner ) expressed the view in Taxation Alert TA 2009/11 “Retail Premiums paid on unexercised share entitlements” and the accompanying Fact Sheet, dated 19 May 2009, that any Retail Premium received by you in these circumstances is to be treated as either an unfranked dividend or as ordinary income. This view was reaffirmed in Draft Taxation Ruling TR 2010/D8 issued on 10 December 2010.

On that basis, whether the proceeds are treated as an unfranked dividend or as ordinary income, the Retail Premium will be subject to tax on income account without the benefit of any tax offsets such as dividend imputation. As a consequence, you will not be able to apply the capital gains tax discount, nor be able to offset the Retail Premium with any capital losses.

It is not clear whether the position adopted by the Commissioner is correct at law. Nevertheless, at present, the description above is a summary of the manner in which the Commissioner will apply the law, and the Commissioner may expect that you would treat the Retail Premium as an unfranked dividend or ordinary income. You are advised to obtain professional advice as to the taxation treatment of such proceeds.

Super Retail Group

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Given the Commissioner’s position, Super Retail Group considers that it will be obliged to withhold tax in relation to any Retail Premium on sale of your Entitlement under the Retail Shortfall Bookbuild unless you have provided your Tax File Number ( TFN ) or Australian Business Number ( ABN ).

If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to Super Retail Group, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not deducted from any Retail Premium payable to you at the rate of 46.5%. You are able to provide your TFN or ABN online with the Super Retail Group Share Registry at www.linkmarketservices.com.au. When providing your details online, you will be required to enter your Security Reference Number (SRN) or Holder Identification Number (HIN) as shown on your Issuer Sponsored/CHESS statements and other personal details such as your postcode.

5.3 Taking up of Entitlements

No income tax or capital gains tax liability will arise on the taking up of Entitlements.

If you take up all or part of your Entitlement, you will acquire New Shares. The cost base of each New Share for CGT purposes will be equal to the Offer Price plus any non-deductible incidental costs you incur in acquiring New Shares.

New Shares will be taken to have been acquired on the day you exercise the Entitlements. Note that the comments above are only relevant where you currently hold Shares in Super Retail Group which are taken to have been acquired on or after 20 September 1985 for tax purposes.

5.4 Dividends on New Shares as a result of Entitlements taken up

Any future dividends or other distributions made in respect of New Shares will be subject to the same income taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances.

5.5 Disposal of New Shares

The disposal of a New Share will constitute a disposal for CGT purposes.

On disposal of a New Share, you will make a net capital gain if the capital proceeds net of transaction fees on disposal exceed the total cost base of the New Share. You will make a net capital loss if the capital proceeds net of transaction fees are less than the total reduced cost base of the New Share. The cost base of New Shares is described above in Section 5.3.

Individuals, trustees or complying superannuation entities that have held New Shares for 12 months or more at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33[1] /3% for complying superannuation entities.

New Shares will be treated for the purposes of the capital gains tax discount as having been acquired when you exercise your Entitlement. Accordingly, in order to benefit from the CGT discount in respect of a disposal of those New Shares, New Shares must have been held for at least 12 months after the date of being taken up before the disposal occurs.

If you make a capital loss, you can only use that loss to offset other capital gains from other sources; i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, providing certain tests are satisfied.

Super Retail Group

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5. austRalIan taXatIOn cOnsIdERatIOns cOnt.

5.6 Taxation of Financial Arrangements (TOFA)

The Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 ( TOFA Amendments ) made amendments to the Australian income tax law that operate to make assessable or deductible, gains or losses arising from certain “financial arrangements”. The TOFA Amendments will apply for income tax years commencing on or after 1 July 2010 unless a valid election has been made for the TOFA Amendments to apply from an earlier date. A valid election can also be made to apply the TOFA Amendments to existing financial arrangements held at the relevant start date.

An entitlement or right to receive a share is a “financial arrangement”. However, depending on the circumstances of the particular taxpayer, the TOFA Amendments may be effectively excluded from applying. Further, certain taxpayers (including many individuals) may be excluded from the application of the TOFA Amendments unless they make a valid election for it to apply.

As the application of the TOFA Amendments is dependent on the particular facts and circumstances of the taxpayer, you should obtain your own advice in relation to the potential applicability of the amendments contained in the TOFA Amendments, in light of your own individual facts and circumstances.

5.7 Other Australian taxes

No Australian Goods and Services Tax ( GST ) or stamp duty will be payable in respect of the issue, sale or taking up of Entitlements or the acquisition of New Shares.

Super Retail Group

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6. asX annOuncEmEnts

6.	asX annOuncEmEnts
6.1	Super Retail Group Investor Presentation dated Monday, 17 October 2011	pg 21
6.2	Offer Launch Announcement dated Monday, 17 October 2011	pg 44
6.3	Institutional Offer Completion Announcement dated Thursday, 20 October 2011	pg 52

Super Retail Group

6. asX annOuncEmEnts cOnt.

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Super Retail Group
Acquisition of Rebel Group and Entitlement Offer
Peter Birtles, Managing Director
Gary Carroll, Chief Financial Officer
17 October 2011
Important notice and disclaimer
Disclaimer
This investor presentation (“ Presentation ”) has been prepared by Super Retail Group Limited (ABN 81 108 676 204) (“ Super Retail Group ”). This Presentation has been prepared in relation to a pro rata
renounceable entitlement offer of new Super Retail Group ordinary shares (“New Shares”) to be made to:
 eligible institutional shareholders of Super Retail Group (“ Institutional Entitlement Offer ”); and
 eligible retail shareholders of Super Retail Group (“ Retail Entitlement Offer ”),
under section 708AA of the Corporations Act 2011 (Cth) (“ Corporations Act ”) as modified by ASIC Class Order and other relief obtained in relation to the entitlement offer (together, the “ Entitlement Offer ”).
Summary information
This Presentation contains summary information about the current activities of Super Retail Group and its subsidiaries as at the date of this Presentation. The information in this Presentation is of a general
nature and does not purport to be complete. This Presentation does not purport to contain all the information that an investor should consider when making an investment decision nor does it contain all the
information which would be required in a disclosure statement or prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Super Retail Group’s
other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.
No member of the Super Retail Group gives any warranties in relation to the statements and information in this Presentation.
Not financial product advice
This Presentation is for information purposes only and is not a prospectus, disclosure statement, product disclosure statement or other offering document under Australian law or under any other law. This
Presentation is not a financial product or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of
individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek
appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. Super Retail Group is not licensed to provide financial product advice in respect of Super Retail Group shares.
Cooling off rights do not apply to the acquisition of Super Retail Group shares.
Financial data
All dollar values are in Australian dollars (“ A$ ”) and financial data is presented as at 2 July 2011 unless otherwise stated.
Effect of rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may
differ from the figures set out in this Presentation.
Investment risk
An investment in Super Retail Group shares is subject to investment and other known and unknown risks, some of which are beyond the control of Super Retail Group including possible loss of income and
principal invested. Super Retail Group does not guarantee any particular rate of return or the performance of Super Retail Group, nor does it guarantee the repayment of capital from Super Retail Group or
any particular tax treatment. In considering an investment in Super Retail Group shares, investors should have regard to (amongst other things) the risks outlined in this Presentation.
Future performance
This Presentation contains certain “forward-looking statements”. The words “forecast”, “estimate”, “likely”, “anticipate”, “believe”, “expect’, “project”, “opinion”, “predict”, “outlook”, “guidance”, “intend”, “should”,
“could”, “may”, “target”, “plan”, “project”, “consider”, “foresee”, “aim”, “will” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings
and financial position and performance are also forward-looking statements, and include statements in this Presentation regarding the conduct and outcome of the Entitlement Offer, the use of proceeds, and
Super Retail Group’s outstanding debt.
You are cautioned not to place undue reliance on forward looking statements. While due care and attention has been used in the preparation of forward-looking statements, forward-looking statements,
opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are
based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be
relied upon as an indication or guarantee of future performance and may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Super Retail Group.
Actual results, performance or achievements may vary materially from any forward-looking statements and the assumptions on which statements are based. Super Retail Group disclaims any intent or
obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
2
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21 Super Retail Group Retail Entitlement Offer
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Important notice and disclaimer
Past performance
Past performance and pro-forma historical information in this Presentation is given for illustrative purposes only and should not be relied upon (and is not) an indication of future performance including future
share price information. Historical information in this Presentation relating to Super Retail Group is information that has been released to the market. For further information, please see past announcements
released to ASX.
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Not an offer
The Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products.
Each recipient of this Presentation should make its own enquiries and investigations regarding all information included in this Presentation including but not limited to the assumptions, uncertainties and
contingencies which may affect future operations of Super Retail Group and the values and the impact that different future outcomes may have on Super Retail Group.
Any decision to purchase New Shares must be made on the basis of the information to be contained in a separate offer document to be prepared and issued to eligible investors. The retail offer booklet for the
Retail Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet in
deciding whether to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the retail offer
booklet and the entitlement and acceptance form. This Presentation does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of New Shares.
This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other
jurisdiction in which such an offer would be illegal. The New Shares may not be offered or sold in the United States, unless they have been registered under the US Securities Act of 1993 or an exemption
from the registration requirements under the Securities Act is available.
The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws.
Super Retail Group and the underwriters
None of the underwriters, nor any of their respective advisors, nor the advisors to Super Retail Group, have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this
Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of those parties.
Super Retail Group, the underwriters and their respective affiliates, officers, employees, agents and advisors, to the maximum extent permitted by law, expressly disclaim all liabilities, including, without
limitation, liability for negligence in respect of, make no representations regarding, and take no responsibility for, any part of this Presentation and make no representation or warranty, express or implied, as to
the currency, accuracy, reliability or completeness of information in this Presentation.
The information in this Presentation remains subject to change without notice. Super Retail Group reserves the right to withdraw or vary the timetable for the Retail Entitlement Offer and/or Institutional
Entitlement Offer without notice.
Not for release or distribution in the United States of America.
3
Table of contents
1 Executive summary
2 Overview of Rebel Group
3 Strategic rationale
4 The new Super Retail Group
5 Acquisition terms and funding
6 Super Retail Group trading update
Appendices
A1: Additional financial information
A2: Key risks
A3: International selling restrictions
4
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

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Executive summary
5
Executive summary
Acquisition of Australia’s leading sporting goods retailer
 Super Retail Group to acquire Rebel Group for A$610m [(1)] , a business with pro-forma FY11 sales
of A$603m and pro-forma FY11 EBITDA of A$77m
Acquisition  Rebel Group is the national leader in sporting goods retailing – market share estimated at 24%
by Rebel Group management
 Very strong brand awareness (99% recall) and no close national competitor
 Strong strategic fit with Super Retail Group’s operating model
 Attractive and growing market segment with significant opportunity to increase Rebel Group’s
market share
Compelling 
Extends Super Retail Group’s capabilities into a new specialty retail product category that
strategic
customers use predominately in their leisure time
rationale
 Super Retail Group’s expertise in product development, sourcing, range management, marketing
and supply chain can create additional value
 Significant cost synergies of approximately A$10m on an annualised basis by FY13
EPS accretion  Expect mid single digit EPS accretion in FY12 on a pro-forma basis pre-synergies [(2)]
 Acquisition fully funded through a combination of an underwritten renounceable entitlement offer
Funding
(A$334m) and debt (A$296m)
(1) Excludes the transaction costs associated with the acquisition, new debt facility and the Entitlement Offer and is subject to a post completion adjustment based on Rebel
Group’s working capital balance as at 29 October 2011.
(2) EPS accretion calculated on a pro-forma basis. The funding costs relating to integration costs and transaction costs has been included, but the expensing of these costs has
been excluded. In accordance with AASB 133, EPS calculations for all prior periods will be restated based on an adjustment factor to take into account the bonus element in
the Entitlement Offer.
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6
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Super Retail Group

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Overview of Rebel Group
7
Rebel Group today
128 stores Australia wide with pro-forma FY11 sales of A$603m and pro-forma FY11 EBITDA of
A$77m
Approximately 24% market share in the
sporting goods retail sector [(2)]
100% 100%
Stores: 92 [(1)] Stores: 36
Average size: 1,400m [2] Average size: 1,200m [2]
FY11A sales: A$476m FY11A sales: A$127m
Average weekly foot traffic: Average weekly foot traffic:
6,730 3,620
Average conversion rate: Average conversion rate:
23% 28%
Average transaction value: Average transaction value:
A$63 A$67
(1) Includes 2 Performance Sport stores.
(2) Estimated by Rebel Group Management.
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8
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Super Retail Group

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

History of Rebel Group

Since its inception in 1985, Rebel Group has grown both organically and through acquisitions to become Australia’s leading sporting goods retailer

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2007
1985 1993 2001 2004 2005 2007 2011
– 2011
Rebel Sport Rebel Sport Harvey Amart Rowe & Rebel Sport Rebel Sport Rebel Group
began as a listed on ASX Norman acquired by Jarman acquired by merged with acquired by
single store acquired Archer acquired by Archer Amart to Super Retail
in Sydney 55% of Capital Amart Capital create Group
Rebel Sport acquired [)] present
Rebel Group
 Market leader – combination of Australia’s top 3 sporting goods retailers
 Successful integration of retail platforms, trading culture and cost control
 Significant network optimisation
9
True “one-stop-shop” for sporting goods
Product
category Products Key brands FY11 sales mix [(1)]
Apparel 37%
Footwear 27%
Sporting
20%
equipment
Exercise 14%
(1) Sales mix for FY11. Other categories make up the remaining 2% of sales.
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25 Super Retail Group Retail Entitlement Offer
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Rebel Group operates in an attractive sector

Australian recreational goods retailing market estimated to be A$6.3b industry

Growth driven by Australia’s high participation in physical activity
Additional benefits from major sporting events, success of Australian athletes and innovation in sporting goods technology

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Australian recreational goods retailing market (A$m) CAGR
6,236 6,312 6,264 4.3%
5,791
5,313
5,073
IBISWorld
estimated
4,681 4,731 4,671 4.2%
3,802 3,869 4,314 equipment
market:
A$3.75b
1,271 1,444 1,477 1,555 1,581 1,593 4.6%
FY2005 FY2006 FY2007 FY2008 FY2009 FY2010
Footwear and apparel Equipment
Source: Footwear and Apparel market data based on Australian Sporting Goods Association (Retail Survey). Equipment market sizing based on Australian Bureau of Statistics
(Retail Trade, April 2011) estimate of the Australian recreational goods retailing market. Market includes sport and camping equipment retailing, entertainment media retailing and
toy and game retailing. Excludes sports apparel and footwear retailing. IBISWorld estimate is based on the Australian sport and camping equipment market as at March 2011.
Segment includes bats, sticks, rackets.
11
Strategic rationale
12
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Compelling strategic rationale

Rebel Group is a market leader

No.1 market position in the Australian sporting goods retail sector with approximately 24% market share[(1)]
Leading “one-stop-shop” for sporting goods across all product categories, carrying the leading brands
Strong brand position and awareness of Rebel Sport and Amart with 99% recall
Very strong take-up of loyalty program with over 700,000 members

Rebel Group is a strategic fit

Strong strategic fit with Super Retail Group’s operating model
Extends Super Retail Group’s capabilities into a new specialty retail product category that customers use predominately in their leisure time
Meets Super Retail Group’s strict criteria for assessing acquisition opportunities

Acquisition creates significant value for Super Retail Group shareholders

Expected to deliver mid single digit EPS accretion in FY12 on a pro-forma basis pre-synergies[(2)]
(1) Estimated by Rebel Group management. (2) EPS accretion calculated on a pro-forma basis. The funding costs relating to integration costs and transaction costs has been included, but the expensing of these costs has been excluded. In accordance with AASB 133, EPS calculations for all prior periods will be restated based on an adjustment factor to take into account the bonus element in the Entitlement Offer.

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Compelling strategic rationale
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Opportunity to increase revenue and profit

Super Retail Group’s expertise and model can optimise Rebel Group business operations
Opportunity to accelerate store roll-out – potential to grow Rebel Group to 185 stores
Direct sourcing opportunities as implemented across all Super Retail Group businesses
Rebel Group’s existing online offering to be broadened and integrated with Super Retail Group’s multi-channel model

Macro factors are attractive

Sports and fitness category expected to have strong long-term growth prospects
Attractive entry point with retail cycle currently at cyclical low

Significant synergies available

Cost synergies of approximately A$10m identified – supply chain, IT, overheads, procurement, advertising, etc.

Super Retail Group

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Strong fit with Super Retail Group’s strategy

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Rebel Group’s attributes are strongly compatible with the existing Super Retail Group business
1 Specialty retailer of products that customers use predominantly in their leisure time 
2 Products for which customers and team members can generate passion and interest 
3 Combination of hard goods and consumable items 
4 Overseas sourcing provides opportunities to leverage Super Retail Group’s capability 
5 Product profiles suit existing supply chain / merchandising systems 
6 No.1 player in a fragmented market 
7 20% post tax ROC hurdle [(1)] 
(1) Return on capital is a 5 year IRR based analysis calculated on post financing free cash flows. Year 1 cash flows include entry transaction costs of A$20m, integration costs of
A$2m and synergies of A$5m. Synergies are expected to be A$10m p.a. from FY13 onwards. Terminal value multiple = implied entry multiple.
15
Opportunity to drive growth
Super Retail Group has identified a number of initiatives to drive Rebel Group’s growth
Immediate priorities (<12 months) Ongoing initiatives (>12 months)
 Determine and position customer  Commence integration:  New store development
offering: Identify core customer  Team and cultureSeek to extract  Leverage Group systems and
 Brand positioning sourcing synergies processes
 Ranging strategyStore portfolio and profile  Leverage international logistics capability  Implement SUL SAP system
 Merchandising strategy  Loyalty programDevelop IT and Supply  Supply chain integration
 Engage trade partners chain integration plan  International sourcing
 Review store portfolio  Multi channel and customer
 Review underperforming
relationship management
stores
 Commence new store roll development
out
16
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Super Retail Group

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Potential synergies

Super Retail Group has identified approximately A$10m of synergies on an annualised basis by FY13, with expected cash costs to achieve synergies of approximately A$2m[(1) ] in FY12

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Short-term Medium-term
Expected synergies: A$5m Expected additional synergies: A$5m
 Group overheads  Information technology
 Potential to increase overhead efficiencies,  Rationalise IT costs and platform fees
procurement and other costs
 Supply chain
 Advertising  Leverage Super Retail Group’s expertise in
 Potential to improve advertising rates via supply chain logistics (overall scale,
increased scale suppliers, transport/logistics, private label)
 Loyalty program  Multi-channel
 Cross-sell Super Retail Group’s products to  Potential increased revenue from a multi-
Rebel Group customers and vice-versa channel strategy for Rebel Group
(1) Additional depreciation of c. A$2m is expected to be incurred in FY13 as a result of the increased capital expenditure spend on IT development.
17
The new Super Retail Group
18
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29 Super Retail Group Retail Entitlement Offer
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The new Super Retail Group

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Three complementary retail business units
Corporate
Auto and Cycle Retailing Leisure Retailing Sporting Goods Retailing
Retail Operations Retail Operations Retail Operations
Merchandising Merchandising Merchandising
Marketing Marketing Marketing
277 stores 20 stores 82 stores 52 stores 5 stores 92 [(1)] stores 36 stores
Group logistics
Group operations
(1) Includes 2 Performance Sport stores.
19
Combined Group key financials
Combined Group generating pro-forma FY11 sales of A$1,698m and pro-forma FY11 EBITDA of
A$189m
Pro-forma FY10 [(1)] Combined Group contribution (A$m) Pro-forma FY11 Combined Group contribution (A$m)
Revenue 939 630 1,569 Revenue 1,095 603 1,698
EBITDA 87 76 163 EBITDA 111 77 189
EBIT 64 64 128 EBIT 89 66 155
Stores 375 132 507 Stores 436 128 564
Super Retail Group Rebel Group Super Retail Group Rebel Group
(1) FY10 financials are on a 53 week basis.
Note: Numbers may not add due to rounding.
20
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Super Retail Group

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

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Combined Group key financials
Acquisition will diversify Super Retail Group’s earning streams
Before After
Auto &
Sporting Cycle
Leisure Goods Retailing
Retailing Retailing 42%
Pro-forma 35% 35%
FY11
Combined
Group revenue
composition Auto & Cycle
Retailing
65% Leisure
Retailing
23%
Leisure
Pro-forma FY11 Combined Retailing33% Sporting RetailingGoods 39% RetailingAuto & Cycle 41%
Group EBITDA
contribution
Auto &
composition [(1)] Cycle
Retailing
67% Leisure
Retailing
20%
(1) Proportions are exclusive of corporate overheads.
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Acquisition terms and funding
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31 Super Retail Group Retail Entitlement Offer
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Acquisition terms and funding

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The Acquisition is not subject to any regulatory or shareholder approvals
1. Purchase price
 Purchase price of A$610m [(1)]
2. Timing
 The Acquisition is expected to complete on 31 October 2011 [(2)]
The Acquisition is being funded through a combination of new equity and debt
1. Equity
 9 for 19 accelerated renounceable entitlement offer with retail rights trading to raise approximately A$334m
2. Debt [(3)]
 Amended debt arrangements for a total facility limit of A$500m, comprising
 Core debt facility with a limit of A$370m (tranches ranging from 3 to 5 years)
 Working capital facility with a limit of A$130m (2 year tenor)
Sources and uses of funds
Sources A$m Uses A$m
Entitlement Offer 334 Acquisition of Rebel Group 610
Debt 296 Costs associated with the acquisition [(4)] 20
Total 630 Total 630
(1) Excludes the transaction costs associated with the acquisition, new debt facility and the Entitlement Offer and is subject to a post completion adjustment based on Rebel
Group’s working capital balance as at 29 October 2011.
(2) Completion of the acquisition is conditional on Super Retail Group receiving the proceeds of the underwritten institutional component of the Entitlement Offer on or before
completion. In the event that this condition is not met, a break-fee of 1% of the acquisition price is payable to the vendors.
(3) Under the terms of the bank facilities which will be utilised to partially fund the proposed acquisition of Rebel Group and its subsidiaries, Super Retail Group is required to
ensure that Rebel Group and the subsidiaries being acquired give security to Super Retail Group's banks within 90 days of financial close of the bank facilities. This funding
requirement means that the shareholders of Super Retail Group will need to approve the giving of the securities by Rebel Group and its subsidiaries by special resolution
passed at a General Meeting of Super Retail Group shareholders. t is intended to seek this approval at a General Meeting to be held on or before 31 January 2012.
(4) Includes the transaction costs associated with the acquisition, new debt facility and the Entitlement Offer.
23
Entitlement Offer
Offer structure and size
 9 for 19 accelerated renounceable entitlement offer with retail rights trading on ASX at an offer price of A$5.34 per
new share (“ New Share ”) to raise gross proceeds of approximately A$334m, comprising:
 Entitlement Offer to existing institutional shareholders (“ Institutional Entitlement Offer ”)
 Entitlement Offer to existing retail shareholders (“ Retail Entitlement Offer ”)
 Retail entitlements may be traded on ASX from Thursday, 20 October to Wednesday, 9 November 2011
Offer price
 Offer price of A$5.34 per New Share represents a:
 17.8% discount to the last closing price of A$6.50 on 14 October 2011
 12.8% discount to the theoretical ex-rights price [(1) ] (“ TERP ”)
SCA FT participation
 Super Retail Group’s largest shareholder, SCA FT Pty Limited (ACN 010 721 614) [(2)] (“ SCA FT ”) holding 40.98% of
Super Retail Group’s shares prior to the Entitlement Offer, will participate in the Institutional Entitlement
Offer and has committed to take up 11.0% of its entitlements and renounce the balance. New Shares in respect of
those renounced entitlements will be sold as part of the institutional shortfall bookbuild
Underwriting
 Fully underwritten by Macquarie Capital (Australia) Limited and RBS Equity Capital Markets (Australia) Limited
(“ Underwriters ”)
(1) The TERP is a theoretical price at which Super Retail Group shares trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement
Offer. The TERP is a theoretical calculation only and the actual price at which Super Retail Group shares trade immediately after the ex-date for the Entitlement Offer will
depend on many factors and may not be equal to TERP. TERP is calculated by reference to Super Retail Group’s closing price of A$6.50 on 14 October 2011.
(2) Mr Reginald Rowe, a non-executive director of Super Retail Group, is a director and shareholder of SCA FT.
24
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Entitlement Offer timetable
Key events	Date
Commence trading halt and open Institutional Entitlement Offer	Monday, 17 October
Institutional Entitlement Offer closes	Tuesday, 18 October
Institutional shortfall bookbuild	Wednesday, 19 October
Trading halt lifted	Thursday, 20 October
Retail entitlements trading on ASX begins (on a deferred settlement basis)	Thursday, 20 October
Record date for eligibility in the Entitlement Offer	Thursday, 20 October
Retail Entitlement Offer opens	Friday, 21 October
Retail offer booklet despatched	Wednesday, 26 October
Retail entitlements allotted	Wednesday, 26 October
Retail entitlements trading on ASX (on a normal settlement basis)	Thursday, 27 October
Settlement of the Institutional Entitlement Offer	Friday, 28 October
Issue and quotation of New Shares under the Institutional Entitlement Offer	Monday, 31 October
Retail entitlements trading ends	Wednesday, 9 November
New Shares under Retail Entitlement Offer commence trading on ASX on a deferred settlement basis	Thursday, 10 November
Retail Entitlement Offer closes	Wednesday, 16 November
Retail shortfall bookbuild (after market close)	Monday, 21 November
Settlement of the Retail Entitlement Offer	Monday, 28 November
Issue of New Shares under the Retail Entitlement Offer	Tuesday, 29 November
Despatch of holding statements for New Shares under the Retail Entitlement Offer	Tuesday, 29 November
New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis	Wednesday, 30 November
Retail premium (if any) despatched	Wednesday, 30 November
Dates and times are indicative only and subject to change. All dates are 2011 and refer to Sydney time.
		25

Super Retail Group trading update

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Trading update and outlook
Auto and Cycle Retailing Leisure Retailing
 Like for like sales growth of 5.3% in the 15  Like for like sales growth of 3.0% in the 15
weeks to 15 October weeks to 15 October
 SCA store development: Plan to open 5 new  BCF: 5.4%
stores, close 1 store, reconfigure 2 stores as  Ray’s Outdoors: 9.2% since re-launch in
Superstores and refurbish 30 stores during week 9
FY12  Plan to open 20 to 25 stores across the
 SCA gross and EBIT margins expected to division in FY12
show further small improvement in FY12  Full year gross and EBIT margins expected to
 Goldcross Cycles: Focus is on sales and profit show small improvement in FY12
improvement and working capital reduction  FCO development plans on track
across a footprint of 20 stores. Plan to relocate  5 stores now open
a number of existing stores  Launch planned for mid November
 10 stores pre Christmas
 Year 1 EBIT investment circa A$2.5m
Dividend policy
 Post the acquisition, Super Retail Group will continue targeting a dividend payout ratio of 55% to 65%
27
Appendix 1:
Additional financial information
28
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Combined Group pro-forma profit and loss

*A$m(1)* Pro-forma FY10 Pro-forma FY11	*A$m(1)* Pro-forma FY10 Pro-forma FY11	*A$m(1)* Pro-forma FY10 Pro-forma FY11
Sales	1,569	1,698
EBITDA	163	189
EBIT	128	155
PBT(2)	97	122
NPAT(2)	68	87

In addition to driving Rebel Group’s EBITDA growth, significant opportunity exists for Super Retail Group to implement initiatives focussed on driving Rebel Group’s revenue growth
(1) Adjusted to exclude contribution from the Glue Business which is not being acquired. (2) Includes pro-forma estimated interest expense based on new debt to fund acquisition.

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Combined Group’s pro-forma balance sheet

*A$m*	Super Retail	Pro-forma	Pro-forma adjustments	Pro-forma adjustments for	Pro-forma
*(FY11)*	Group	Rebel Group	for acquisition(1)	debt and Entitlement Offer(2)	FY11
CURRENT ASSETS
Cash	26	-	(620)	620	26
Receivables	22	8	-	-	30
Inventories	293	100	-	-	392
Total current assets	341	108	(620)	620	448
NON-CURRENT ASSETS
PP&E	109	38	-	-	147
Intangibles	111	3	515	-	630
Other	11	9	-	2	22
Total non-current assets	231	50	515	2	799
CURRENT LIABILITIES
Trade and other payables	122	53	-	-	175
Borrowings	-	-	-	-	-
Other	23	7	-	-	31
Total current liabilities	146	60	-	-	206
NON-CURRENT LIABILITIES
Trade and other payables	15	-	-	-	15
Borrowings	99	-	-	294	393
Other	8	3	-	-	11
Total non-current liabilities	123	3	-	294	420
NET ASSETS	304	95	(105)	328	622
TOTAL EQUITY	304	95	(105)	328	622

(1) Represents the purchase price of A$610m, plus A$10m acquisition costs which will be expensed.
(2) Represents total funds raised of A$630m, representing A$334m from the Entitlement Offer and A$296m debt, less transaction costs of A$8m relating to the Entitlement Offer and A$2m relating to the debt. Debt has been classified as non-current on the assumption that the special resolution referred to on slide 23 is passed.
Note: Numbers may not add due to rounding.

Super Retail Group

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Combined Group’s pro-forma gearing metrics

The Combined Group has pro-forma FY11 net debt of A$368m

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Pro-forma FY10 [(1)] Pro-forma FY11 [(1)]
Net debt N/A A$368m
Net debt / EBITDA N/A 1.95x
Gearing (net debt / net debt + equity) N/A 37%
Fixed charge cover (EBITDA + rent) / (net interest + rent) 1.86x 1.91x
Interest cover ratio (EBIT / net interest) 4.04x 4.79x
(1) Includes pro-forma estimated interest expense based on new debt to fund acquisition.
31
Appendix 2:
Key risks
32
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Key risks

This section discusses the key risks attaching to an investment in shares in Super Retail Group, which may affect the future operating and financial performance of Super Retail Group and the value of Super Retail Group shares (before and after the proposed acquisition of Rebel Group). Before investing in Super Retail Group shares, you should consider whether this investment is suitable for you having regard to publicly available information (including this Presentation), your personal circumstances and following consultation with financial or other professional advisers. Additional risks and uncertainties that Super Retail Group is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect Super Retail Group’s operating and financial performance.

Operational risks

Competition Super Retail Group operates in a competitive market. Super Retail Group’s financial performance or operating margins could be adversely affected if the actions of competitors or potential competitors become more effective, or if new competitors enter the market, and Super Retail Group is unable to counter these actions. Sustainability of growth

The continued strong growth in sales and profitability of Super Retail Group is dependent upon a number of factors, including Super Retail Group’s ability to refurbish existing stores and open new stores on a profitable basis, maturation of new stores and appropriate product selection.

Maintaining existing store sales growth

The opening of new stores by Super Retail Group may in some instances reduce the sales of nearby Super Retail Group stores to a greater extent than anticipated. As more products stocked by Super Retail Group are manufactured in lower cost countries (for example, China), the retail price of those products may fall and Super Retail Group’s existing store growth may be adversely affected.

Changing consumer preferences and buying patterns

Super Retail Group operates in a highly competitive retail market exhibiting low barriers to entry. In such an environment, consumer preferences are dynamic and subject to change with changes in the economy. Customer demand and buying patterns are also difficult to accurately assess in this uncertain and highly competitive retail environment. In addition to this, a significant proportion of Super Retail Group’s revenues are generated from non-essential items, which are subject to changes in customer preferences. Misjudgements in demand or changes in customer preferences could result in overstocked or understocked inventory and/or lower gross margins as a result of markdowns. In addition, misjudging customer preferences and failing to accurately anticipate buying patterns may result in lower revenue and margins and could adversely impact Super Retail Group’s future financial performance.

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Key risks
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Threat of online retailers

Various uncertainties and difficulties facing traditional retailers in the Australian retail industry have given rise to increasing competition in the online retail space. Lower overhead costs, low barriers to entry and a greater level of flexibility in responding to changing consumer preferences and demand will allow online retailers to compete with traditional retailers including Super Retail Group for market share. Super Retail Group will need to continually implement strategies to combat this increased level of competition from online retailers. Any loss of market share to online retailers could result in lost revenues and a decline in financial performance to Super Retail Group if it is unable to successfully combat the threat of online competitors.

New store rollout program may not meet its objectives

Super Retail Group’s growth forecast is contingent on a planned rollout strategy of additional stores around Australia. Super Retail Group’s ability to successfully open new stores in accordance with the planned schedule may be affected by a number of factors including project delays, cost overruns and disputes with developers. Any failure to achieve the objectives of the new store rollout program could adversely impact Super Retail Group’s future financial performance. Brand names may diminish in reputation and value

Brand names are crucial assets to each of the businesses within Super Retail Group and the success of Super Retail Group is heavily reliant on its reputation and branding. Unforeseen issues or events which place Super Retail Group’s reputation at risk may impact on its future growth and profitability. The reputation and value associated with these brand names could be adversely impacted by a number of factors, including failure to provide customers with the quality of product and service standards they expect, disputes or litigation with third parties such as employees, suppliers or customers, or adverse media coverage. In particular, significant erosion in the reputation of, or value associated with, the Rebel and A-Mart brand names if the proposed acquisition goes ahead could have an adverse effect on Super Retail Group’s future financial performance and financial position.

Decline in economic activity

The Australian retail environment in which Super Retail Group operates is currently experiencing challenging conditions due to volatility in consumer sentiment and retail demand. These conditions have arisen largely as a result of uncertainty about future Australian and international economic conditions, which has been precipitated by factors including the global financial crisis. If Australian economic conditions worsen, there is a risk that the retail environment will deteriorate as consumers reduce their level of consumption or redirect their spending to cheaper products or stores. A reduction in consumer spending or a change in spending patterns is likely to result in a reduction in Super Retail Group’s revenue and may have a material adverse effect on future financial performance and financial position.

Super Retail Group

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Key risks

Relationship with suppliers

Super Retail Group relies on numerous key suppliers in Australia, New Zealand and China. Any loss of these key suppliers may have an adverse affect on Super Retail Group’s sales and/or terms of trade. In addition, any change in Super Retail Group’s relationship with its suppliers, or in terms of trade, could have an adverse impact on Super Retail Group’s prospects.

Approximately 30% of the sales are generated by products directly imported by Super Retail Group. The concentration of Super Retail Group’s suppliers in China makes Super Retail Group vulnerable to the political and economic environments in that country, including movements in the Chinese Yuan/United States dollar exchange rate, which could have a material adverse effect on Super Retail Group’s ability to source products at competitive prices. Material increases in suppliers’ production costs could lead to higher costs and therefore impact Super Retail Group’s margins, or require Super Retail Group to source products from other locations. In this event, existing gross margins may not be able to be maintained. In addition, any delays in lead times on orders from suppliers could impact Super Retail Group’s sales.

Operating costs

Super Retail Group’s ability to consistently offer low prices and operate profitably is dependent on a combination of the scalability of its operations and the costs of its operating structure. Super Retail Group’s ability to maintain a relatively low cost operating structure is not guaranteed and there is no assurance that these low operating costs can be maintained.

Property leases

The growth prospects of Super Retail Group are likely to result from increased contribution from existing stores and Super Retail Group’s ability to continue to open and operate new stores on a profitable basis. The ability to identify suitable sites and negotiate suitable leasing terms is the key to these plans. Further, management’s ability to renegotiate acceptable lease terms for existing stores where leases are due to expire is vital to ongoing profitability. A number of existing Rebel Group leases do not contain options to renew. Accordingly, if Super Retail is not able to renew those leases, or is not able to renew those leases on materially the same terms, this may impact Super Retail’s ability to procure preferred store sites on suitable leasing terms and may have an adverse impact on Super Retail’s financial performance.

Information technology

Super Retail Group has invested significantly in the development of management information, point of sales systems and other information technology systems designed to maximise the efficiency of Super Retail Group’s operations. Should these systems not be adequately maintained, secured or updated, or Super Retail Groups disaster recovery processes not be adequate, system failures may negatively impact on Super Retail Group’s performance.

Reliance on key personnel

Super Retail Group’s growth and profitability may be limited by the loss of key senior management personnel, the inability to attract new suitably qualified personnel or by increased compensation costs associated with attracting and retaining key personnel.

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Key risks

Integration risk

The acquisition involves the integration of the Rebel Group business, which has previously operated independently to Super Retail Group. As a result, there is a risk that the integration of Rebel Group may be more complex than currently anticipated, encounter unexpected challenges or issues and takes longer than expected, diverts management attention or does not deliver the expected benefits and this may affect Super Retail Group’s operating and financial performance. Further, the integration of Rebel Group’s accounting functions may lead to revisions, which may impact on the Combined Group’s reported financial results. Historical liability

If the acquisition of Rebel Group completes, Super Retail Group may become directly or indirectly liable for any liabilities that Rebel Group has incurred in the past, which were not identified during its due diligence or which are greater than expected, and for which the market standard protection (in the form of insurance, representations and warranties and indemnities) negotiated by Super Retail Group prior to its agreement to acquire Rebel Group turns out to be inadequate in the circumstances. Such liability may adversely affect the financial performance or position of Super Retail Group post-acquisition.

Acquisition accounting

In accounting for the acquisition in the pro-forma combined balance sheet, Super Retail Group has performed a preliminary fair value assessment of all of the assets, liabilities and contingent liabilities of Rebel Group . Super Retail Group will undertake a formal fair value assessment of all of the assets, liabilities and contingent liabilities of Rebel Group post-acquisition, which may give rise to a materially different fair value allocation to that used for purposes of the pro-forma financial information set out in this Presentation. Such a scenario will result in a reallocation of the fair value of assets and liabilities acquired to or from goodwill and also an increase or decrease in depreciation and amortisation charges in the Combined Group’s income statement (and a respective increase or decrease in net profit after tax).

Change of control

The acquisition may trigger change of control clauses in the leases for a number Rebel Group stores, and other material contracts to which Rebel Group is a party. Where triggered, the change of control clauses will in most cases require landlord or counterparty consent. If any of the leases or material contracts containing a change of control clause are terminated or renegotiated on less favourable terms, it may have an adverse impact on Super Retail's financial performance and prospects.

General risks (1)

Market

The market price of Super Retail Group shares will fluctuate due to various factors, many of which are non-specific to Super Retail Group, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo-political events and hostilities and acts of terrorism, and investor perceptions. In the future, these factors may cause Super Retail Group shares to trade at a lower price.

Exchange rates

Super Retail Group is exposed to movements in exchange rates. Super Retail Group’s financial statements are maintained in Australian dollars. However, a portion of Super Retail Group’s income is earned in New Zealand dollars. In addition, some expenses are driven by the cost of imports given approximately 30% of sales are generated by products directly imported by Super Retail Group, particularly from China. Exchange rate movements affecting these currencies may impact the profit and loss account or assets and liabilities of Super Retail Group, to the extent the foreign exchange rate risk is not hedged or not appropriately hedged.

(1) A reference to Super Retail Group in this part entitled ‘General risks’ should be taken as including Rebel Group assuming the proposed acquisition is completed.

Super Retail Group

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

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Interest rates While Super Retail Group takes reasonable steps to protect itself through the use of hedges, rising interest rates may nonetheless adversely impact Super Retail Group’s interest payments on its floating rate borrowings and inflation in underlying input costs may also adversely impact the performance of Super Retail Group’s business.

Domestic and global economic conditions

The Australian and global economies continue to experience challenging economic conditions. Any further deterioration in the domestic and global economy may have a material adverse effect on the performance of Super Retail Group’s business.

Asset impairment As a consequence of the global financial crisis, the Australian Securities and Investments Commission has specifically identified impairment of assets as an issue for Australian companies. The Super Retail Group board regularly monitors impairment risk. Consistent with accounting standards, Super Retail Group is periodically required to assess the carrying values of its assets. Where the value of an asset (including an asset owned by Rebel Group post-acquisition) is to be less than its carrying value, Super Retail Group is obliged to recognise an impairment change in its profit and loss account. Impairment charges can be significant and operate to reduce the level of a company’s profits and potentially, its capacity to pay dividends. Impairment charges are a non-cash item. Changes in accounting policy Accounting standards may change. This may affect the reported earnings of Super Retail Group and its financial position from time to time. Taxation Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Super Retail Group shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Super Retail Group operates, may impact the future tax liabilities of Super Retail Group. Litigation Super Retail Group is subject to the usual business risk that disputes or litigation may arise from time to time in the course of its business activities. Dividends The payment of dividends on Super Retail Group’s shares is dependent on a range of factors including the profitability of its group, the availability of cash, capital requirements of the business and obligations under debt instruments. Any future dividend levels will be determined by the Super Retail Group board having regard to its operating results and financial position at the relevant time. That said, there is no guarantee that any dividend will be paid by Super Retail Group or, if paid, that they will be paid at previous levels. Legislative and regulatory changes Legislative or regulatory changes, including property or environmental regulations or regulatory changes in relation to products sold by Super Retail Group, could have an adverse impact on Super Retail Group. 39 Key risks Risks associated with renouncing entitlements under the Entitlement Offer Prices obtainable for entitlements under the Retail Entitlement Offer may rise and fall over the entitlement trading period. If you sell your entitlements at one stage in the Retail Entitlement Offer trading period, you may receive a higher or lower price than a shareholder who sells their entitlements at a different stage in the Retail Entitlement Offer trading period or through the retail shortfall bookbuild. If you are a shareholder and renounce your entitlement by doing nothing under the Entitlement Offer, there is no guarantee that any value will be received for your renounced entitlement through the bookbuild process. The ability to sell New Shares under the institutional shortfall bookbuild or the retail shortfall bookbuild and the ability to obtain any premium will be dependent upon various factors, including market conditions. Further, the institutional shortfall bookbuild price and/or the retail shortfall bookbuild price may not be the highest prices available, but will be determined having regard to a number of factors, including having binding and bona fide offers which, in the reasonable opinion of the underwriters will, if accepted, result in otherwise acceptable allocations to clear the entire book. To the maximum extent permitted by law, Super Retail Group, the underwriters and any of their respective related bodies corporate, affiliates, officers, employers or advisers will not be liable, including for negligence, for any failure to procure applications for New Shares under the institutional shortfall bookbuild and/or the retail shortfall bookbuild at prices in excess of the offer price. There is no guarantee that there will be a viable market during, or on any particular day in, the rights trading period, on which to sell retail entitlements on ASX. You should also note that if you sell, or do not take up, all or part of your entitlement, then your percentage shareholding in Super Retail Group will be diluted by not participating to the full extent in the Entitlement Offer and you will not be exposed to future increases or decreases in Super Retail Group’s share price in respect of the New Shares which would have been issued to you had you taken up all of your entitlement. The tax consequences from selling entitlements or from doing nothing may be different. Before selling entitlements or choosing to do nothing in respect of entitlements, you should seek independent tax advice and may wish to refer to the tax disclosures contained in the retail offer booklet which will provide further information on potential taxation implications for Australian shareholders. 40

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Appendix 3:
International selling restrictions
International selling restrictions
This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. New Shares may not be
offered or sold in any country outside Australia except to the extent permitted below.
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Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to
whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances
is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that
are "accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions , of the Canadian Securities Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering
of New Shares and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces
lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the
securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian
securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.
The Company, and the directors and officers of the Company, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to
effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons
may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a
judgment obtained in Canadian courts against the Company or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International
Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in
this document are in Australian dollars.
Statutory rights of action for damages or rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to
damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised
within prescribed time limits and are subject to the defences contained in applicable securities legislation. Prospective purchasers should refer to the applicable
provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
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Super Retail Group Retail Entitlement Offer 40
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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

International selling restrictions

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Company if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Company, provided that (a) the Company will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, the Company is not liable for all or any portion of the damages that the Company proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.

Certain Canadian income tax considerations . Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related maters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

Language of documents in Canada . Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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European Economic Area – Austria, Belgium, Denmark, Germany, Luxembourg, Netherlands and Spain The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities. An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State: a.to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; b.to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); c.to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or d.in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. France This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation. Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

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International selling restrictions

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The New Shares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

Japan

The New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect.

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International selling restrictions
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).
The New Shares in the rights issue are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered
addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New
Zealand).
Other than in the rights issue, New Shares may be offered and sold in New Zealand only to:
 persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
 persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a
minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial
securities and such allotment was not more than 18 months prior to the date of this document.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June
2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of
2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except:
a. to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);
b. any natural person who is registered as a professional investor with the Norwegian Financial Supervisory Authority (No. Finanstilsynet) and who fulfils two or
more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four
quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for
at least one year, within the financial markets in a position which presuppose knowledge of investing in securities;
c. to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or
d. in any other circumstances provided that no such offer of New Shares shall result in a requirement for the registration, or the publication by the Company or an
underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.
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Super Retail Group

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6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

International selling restrictions

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the New Shares be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of New Shares in Sweden is limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

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47
International selling restrictions
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United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act (including to eligible US fund managers within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act) and applicable US state securities laws.

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43 Super Retail Group Retail Entitlement Offer
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6.2 Offer Launch Announcement dated Monday, 17 October 2011

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THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES (OTHER THAN TO ELIGIBLE US FUND MANAGERS) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OF SUCH JURISDICTION.

SUPER RETAIL GROUP TO ACQUIRE REBEL GROUP LIMITED FOR $610 MILLION SUPER RETAIL GROUP LAUNCHES A $334 MILLION PRO-RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
Super Retail Group Limited (the “Group” or “Super Retail”) has agreed to acquire Rebel Group Limited (“Rebel”) from Archer Capital for total consideration of $610 million[1]
Rebel is the clear market leader in the Australian sporting goods retail sector with 128 stores nationwide and an estimated 24% market share in a highly fragmented sporting goods retailing market
The strong fit between Super Retail’s and Rebel’s operating models presents the opportunity to apply Super Retail’s retail capabilities to grow the Rebel business
The acquisition will be partly funded through a fully underwritten 9 for 19 pro-rata accelerated renounceable entitlement offer at $5.34 per share to raise approximately $334 million of new equity
The acquisition is expected to deliver mid single digit EPS accretion in FY12 (presynergies)[2]
Overview

Super Retail today announced that it has reached agreement with Archer Capital to acquire Rebel for a total consideration of $610 million.[3] The acquisition is consistent with the Group’s stated strategy of expanding into adjacent leisure retail businesses.

The acquisition will be partly funded through a fully underwritten 9 for 19 pro rata renounceable entitlement offer of new Super Retail ordinary shares (“New Shares”) at an offer price of $5.34 per New Share (“Offer Price”) to raise approximately $334 million (the “Entitlement Offer”). The retail component of the Entitlement Offer will contain an entitlements trading element where eligible retail shareholders will be able to trade their entitlements under the Entitlement Offer on the ASX. Rebel is Australia’s number one sporting goods and apparel retailer with a market leading brand. The acquisition comprises 90 Rebel Sport stores, 36 Amart stores and 2 Performance Sports stores and accelerates the Group’s strategic objective of establishing itself as the leading retailer of automotive and leisure products in the Australian market.

Note: 1 The purchase price is before acquisition costs and is subject to a post completion adjustment based on Rebel’s 2 EPS accretion calculated on a pro-forma basis. The funding costs relating to integration costs and transaction working capital balance as at 29 October 2011. costs has been included, but the expensing of these costs has been excluded. In accordance with AASB 133, EPS calculations for all prior periods will be restated based on an adjustment factor to take into account the bonus element in the Entitlement Offer.
3 Completion of the acquisition is conditional on the Group receiving the proceeds of the underwritten institutional component of the Entitlement Offer on or before completion. In the event that this condition is not met, a break-fee of 1% of the acquisition price is payable to the vendors.

Super Retail Group

6. asX annOuncEmEnts cOnt.

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6.2 Offer Launch Announcement dated Monday, 17 October 2011 cont

The Group will finance the acquisition through:

the underwritten $334 million Entitlement Offer; and
an increase in the Group’s existing debt facilities.

The acquisition is expected to deliver mid single digit EPS accretion in FY12 (pre-synergies)[1] and is currently expected to complete on 31 October 2011.[2]

Strategic Rationale

Mr Peter Birtles, Chief Executive Officer of the Group, said, “The acquisition represents a fantastic opportunity for the Group to leverage its retail and supply expertise in a highly complementary business and to build Rebel’s position as the national leader in sporting goods retailing.”

There is a natural strategic fit between the Super Retail and Rebel businesses. Rebel will strengthen the Group’s existing leisure and apparel retail offering, while the Group can provide the required expertise to accelerate Rebel’s growth and store roll-out profile and to optimise Rebel’s existing operations.

There is a significant potential opportunity to grow Rebel from 128 stores today to a total of 185 stores over the medium term, across both the Rebel and Amart banners. In addition, the Group anticipates synergistic benefits will be realised through optimisation of the procurement, logistics, supply chain, marketing, IT and administrative functions. “Both Super Retail and Rebel are focused on providing customers with a comprehensive product offering and excellent customer service, delivered by passionate team members.” Mr Peter Birtles said.

Financial Profile and Rationale

In 2011 Financial Year, Rebel delivered:[3]

~$603 million in revenue; and
~$77 million in EBITDA.

The acquisition has the capacity to create significant shareholder value through the delivery of pre-tax synergies that are estimated by Super Retail management to be in the order of $10 million on an annualised basis, of which approximately 50% are anticipated to be achieved in FY12.

Super Retail expects the acquisition to meet its return on capital hurdle of 20% within five years.

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1 EPS accretion calculated on a pro-forma basis. The funding costs relating to integration costs and transaction costs
has been included, but the expensing of these costs has been excluded. In accordance with AASB 133, EPS
calculations for all prior periods will be restated based on an adjustment factor to take into account the bonus element in
the Entitlement Offer.
2 Payment of part of the consideration payable to Archer will be deferred until post completion of the retail component of
the Entitlement Offer [.]
3 Adjusted to exclude contribution from the Glue business which is not being acquired.
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The acquisition is expected to deliver mid single digit EPS accretion in FY12 (pre-synergies).[1]

Integration Approach

The Group intends to maintain Rebel as a separate division known as Sports Retailing based in Sydney. Over time, and after a thorough integration planning process, the Group will seek to derive supply chain efficiencies through leveraging the expertise and capabilities of the combined businesses.

About the Entitlement Offer

The Entitlement Offer comprises a fully underwritten accelerated renounceable institutional entitlement offer and a fully underwritten renounceable retail entitlement offer that includes the ability for eligible retail shareholders to trade their Entitlements on the ASX.

The Offer Price of $5.34 represents a discount of 17.8% to the closing price of Super Retail shares on 14 October 2011, a discount of 14.6% to the one month volume weighted average share price of Super Retail shares and a 12.8% discount to the theoretical ex-entitlements price (“TERP”).

Eligible shareholders will be able to purchase 9 New Shares for every 19 existing Super Retail shares held on the Record Date of 7.00pm (AEST) on 20 October 2011.

Eligible shareholders are those holders of Super Retail shares who:

are registered as the holder of shares as at 7.00pm AEST on the Record Date;
• are not in the United States (other than Eligible US Fund Managers); and • are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

Please refer to Appendix 3 of the investor presentation for further details on international selling restrictions.

Super Retail Group’s largest shareholder, SCA FT Pty Limited (ACN 010 721 614)(2) (“SCA FT”) holding 40.98% of Super Retail Group’s shares prior to the Entitlement Offer, will participate in the Institutional Entitlement Offer and has committed to take up 11.0% of its entitlements and renounce the balance. New Shares in respect of those renounced entitlements will be sold as part of the institutional shortfall bookbuild.

The Group’s shares have been placed in trading halt whilst the institutional component of the Entitlement Offer is undertaken.

New Shares issued under the Entitlement Offer will rank equally with existing Super Retail ordinary shares on issue.

Commenting on the equity raising, the Group Chairman, Mr Robert Wright said, “We are very pleased to present such an exciting opportunity for shareholders to participate in the future growth of Super Retail through the Entitlement Offer. The acquisition of Rebel continues to build on the Group’s acquisition successes and will position the Group as one of Australia’s leading retailers, with strong growth prospects in attractive markets.”

“The Board is pleased to be implementing a structure that provides flexibility for all of our shareholders.”

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Super Retail Group

6. asX annOuncEmEnts cOnt.

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6.2 Offer Launch Announcement dated Monday, 17 October 2011 cont

“Eligible retail shareholders are able to trade their entitlements on the ASX for 14 days commencing on the trading day immediately after the completion of the bookbuild for the institutional entitlement offer, allowing eligible retail shareholders to receive upfront liquidity for their entitlement. Those eligible retail shareholders who do not sell or take up their entitlement may still receive value for their entitlement through the retail shortfall bookbuild to be conducted after the retail entitlement offer closes.”

Further details on the institutional and retail components of the Entitlement Offer, including key dates, are provided in the appendix to this announcement.

Under the terms of the Bank facilities which will be utilized to partially fund the proposed acquisition of Rebel and its subsidiaries, Super Retail is required to ensure that Rebel and the subsidiaries being acquired give security to the Super Retail's Banks within 90 days of Financial Close of the Bank facilities. This funding requirement means that the shareholders of Super Retail will need to approve the giving of the securities by Rebel and its subsidiaries by special resolution passed at a General Meeting of Super Retail shareholders. It is intended to seek this approval at a General Meeting to be held on or before 31 January 2012.Further information in relation to the acquisition is contained in an Investor Presentation dated 17 October 2011 which is available on the Super Retail website at www.superretailgroup.com

The Group’s financial adviser is Greenhill Caliburn and its legal adviser is Mallesons Stephen Jacques. Macquarie Capital (Australia) Limited and RBS Equity Capital Markets (Australia) Limited are joint lead managers and underwriters to the Entitlement Offer (the “Underwriters”). Further Enquiries:

Peter Birtles Gary Carroll Ron Malek Roger Feletto Chief Executive Officer Chief Financial Officer Co-Chief Executive Managing Director Super Retail Group Super Retail Group Greenhill Caliburn Greenhill Caliburn Level 34 The Chifley Level 34 The Chifley 751 Gympie Road 751 Gympie Road Tower, 2 Chifley Square Tower, 2 Chifley Square LAWNTON QLD 4501 LAWNTON QLD 4501 SYDNEY NSW 2000 SYDNEY NSW 2000 Phone: +61 7 3482 7500 Phone: +61 7 3482 7500 Phone: +61 2 9229 1409 Phone: +61 2 9229 1420 Email: Email: Email: Email: [email protected] [email protected] [email protected] [email protected]

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APPENDIX

About Rebel

Rebel is Australia’s largest sports retailer with 128 stores across Australia under the Rebel (90 stores), Amart (36 stores) and Performance Sport (2 stores) banners.

Rebel was created through the combination of three iconic Australian sports stores chains, Amart All Sports (acquired in 2004), Rowe & Jarman (acquired in 2005) and Rebel Sport (acquired in 2007).

In FY11, Rebel generated ~$603 million of revenue and ~$77 million of EBITDA.[1]

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the institutional entitlement offer which will take place from 17 October 2011 to 18 October 2011 (“Institutional Entitlement Offer”).

The Institutional Entitlement Offer will be made to those Super Retail Group institutional shareholders with a registered address in Australia and New Zealand, and any other jurisdiction which Super Retail Group deems appropriate for the purpose of the institutional entitlement offer in accordance with ASX Listing Rule 7.7.1. Super Retail Group currently anticipates that this will include institutional shareholders in Australia; New Zealand; Hong Kong; Singapore; Eligible US fund managers; UK; Ireland; France; Belgium; Netherlands; Germany; Austria; Norway; Sweden; Denmark; Canada and Japan. Please refer to Appendix 3 of the investor presentation for further details on international selling restrictions.

Eligible institutional shareholders can choose to take up all, part or none of their entitlement. New Shares in respect of entitlements not taken up and New Shares that would have represented entitlements of ineligible institutional shareholders will be sold through the institutional bookbuild on 19 October 2011, with any proceeds in excess of the Offer Price remitted proportionally to those shareholders (net of any applicable withholding tax). Entitlements to participate in the institutional entitlement offer cannot be traded on the ASX.

Retail Entitlement Offer

Eligible retail shareholders will be invited to participate in the retail entitlement offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer (“Retail Entitlement Offer”). The Retail Entitlement Offer is not being extended to any shareholder with a registered address outside Australia and New Zealand.

The Retail Entitlement Offer will open on 21 October 2011 and close at 5.00pm (Sydney time) on 16 November 2011.

Eligible retail shareholders will be able to trade their Entitlements on the ASX on a deferred settlement basis from 20 October 2011 to 26 October 2011 (when those Entitlements are expected to be allotted) and on a normal settlement basis from 27 October 2011 to 9 November 2011. This means that eligible retail shareholders who do not wish to take up all or part or their Entitlement can seek to sell all or part of their Entitlement on the ASX in order to realise value for that entitlement ahead of the retail shortfall bookbuild.

1 Adjusted to exclude contribution from the Glue business which is not being acquired.

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Super Retail Group

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6.2 Offer Launch Announcement dated Monday, 17 October 2011 cont

New Shares in respect of entitlements which are not exercised or sold by the close of the Retail Entitlement Offer, including the entitlements of all ineligible retail shareholders, will be sold through the retail shortfall bookbuild on 21 November 2011, with any proceeds in excess of the Offer Price remitted proportionally to those shareholders (net of any applicable withholding tax).

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Super Retail Group

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Key Dates of Entitlement Offer	Key Dates of Entitlement Offer
Institutional Entitlement Offer
Institutional Entitlement Offer opens	17 Oct
Institutional Entitlement Offer closes	18 Oct
Institutional shortfall bookbuild	19 Oct
Trading halt lifted	20 Oct
Settlement of the Institutional Entitlement Offer	28 Oct
Issue and quotation of New Shares under the Institutional Entitlement Offer	31 Oct

Retail Entitlement Offer
Record date for eligibility in the Retail Entitlement Offer	7.00pm (Sydney time) 20 Oct
Rights entitlements trading on ASX begins (on a deferred settlement basis)	20 Oct
Retail Entitlement Offer opens	21 Oct
Retail offer booklet despatched	26 Oct
Retail entitlements allotted	26 Oct
Entitlements trading on ASX begins (on a normal settlement basis)	27 Oct
Retail entitlements trading on ASX ends	9 Nov
New Shares under the Retail Entitlement Offer commence trading on ASX on a deferred settlement basis	10 Nov
Retail Entitlement Offer closes	16 Nov
Retail shortfall bookbuild (after market close)	21 Nov
Settlement of the Retail Entitlement Offer	28 Nov
Issue and quotation of New Shares under the Retail Entitlement Offer	29 Nov
New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis	30 Nov

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Super Retail Group

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6.2 Offer Launch Announcement dated Monday, 17 October 2011 cont

The above timetable is indicative only. Super Retail, in conjunction with the Joint Lead Managers, reserves the right to amend any or all of these dates and times, to accept late applications either generally or, in particular cases, to withdraw the offers without prior notice subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of quotation of shares and trading in Retail Entitlements is subject to ASX confirmation.

Further information in relation to the Entitlement Offer will be set out in an Investor Presentation released today to ASX by the Group.

A printed copy of the retail offer booklet together with a personalised entitlement and acceptance form will be mailed to each eligible retail shareholder by 26 October 2011. Eligible retail shareholders considering applying for New Shares are encouraged to read the retail offer booklet in full. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer will need to complete their personalised entitlement and acceptance form accompanying the retail offer booklet unless paying their application monies by BPAY®, in which case an entitlement and acceptance form is not required (but the eligible retail shareholder will be taken to have made the statements on the entitlement and acceptance form).

For further details on who is an eligible retail shareholder, please refer to section 7 of the retail offer booklet, scheduled to be despatched on Wednesday, 26 October 2011.

If you do not receive a copy of the retail offer booklet or your personalised entitlement and acceptance form, you can call the Super Retail Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) at any time from 8.30am to 5.30pm (Sydney time) until 9 December 2011.

This announcement does not constitute an offer of shares for sale in the United States (other than to eligible US fund managers) or in any other jurisdiction in which such an offer would be illegal. The shares have not been registered under the Securities Act, and may not be offered or sold in the United States (other than to eligible US fund managers.)

Please refer to Appendix 3 of the investor presentation for further details on international selling restrictions.

This announcement includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the company, and its officers, employees, agents or associates, including the risks described in this announcement. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements and Super Retail assumes no obligation to update such information.

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Super Retail Group

6.3 Institutional Offer Completion Announcement dated Thursday, 20 October 2011

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20 October 2011

SUPER RETAIL GROUP COMPLETES INSTITUTIONAL ENTITLEMENT OFFER

Super Retail Group Limited (“Super Retail”) today announced the completion of the institutional component of its fully underwritten 9 for 19 pro rata renounceable entitlement offer (“Entitlement Offer”) of new Super Retail ordinary shares (“New Shares”) at an offer price of $5.34 per New Share (“Offer Price”).

 Institutional Entitlement Offer completed to raise approximately $284 million

 9 for 19 Retail Entitlement Offer to open at the same $5.34 Offer Price to raise the remaining $50 million of the $334 million equity raising  Retail Entitlements may be traded on ASX from today (on a deferred settlement basis)

Completion of the institutional component of the Entitlement Offer (“Institutional Entitlement Offer”) represents the first stage of Super Retail’s approximately $334 million equity raising, announced on 17 October 2011. The Institutional Entitlement Offer will raise gross proceeds of approximately $284 million.

Approximately 28 million New Shares were available in the institutional shortfall bookbuild (including SCA FT Pty Limited’s renunciation), which was completed on 19 October 2011. The bookbuild attracted demand from a wide range of new and existing institutional investors who, together with the underwriters, will subscribe for New Shares at the Offer Price of $5.34 per New Share. Eligible institutional shareholders who did not take up all of their Entitlements, as well as ineligible institutional shareholders, will not receive any consideration for each New Share not taken up.

New Shares taken up under the Institutional Entitlement Offer and the institutional shortfall bookbuild are expected to be issued on Monday, 31 October 2011 and commence trading on ASX on the same day.

Retail Entitlement Offer

The retail component of the Entitlement Offer (“Retail Entitlement Offer”) will raise approximately $50 million. The Retail Entitlement Offer will open on 21 October 2011 and close at 5.00pm (Sydney time) on 16 November 2011.

Eligible retail shareholders will be able to subscribe for 9 New Shares for every 19 Super Retail ordinary shares held on the record date of 7.00pm (Sydney time) 20 October 2011 (“Entitlement”), at the same $5.34 Offer Price as the Institutional Entitlement Offer.

Super Retail Group

6. asX annOuncEmEnts cOnt.

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6.3 Institutional Offer Completion Announcement dated Thursday, 20 October 2011 cont

Eligible retail shareholders who do not wish to take up all of their Entitlement may sell all or part of their Entitlement on ASX from today until 9 November 2011.

New Shares in respect of retail Entitlements which are not taken up by the close of the Retail Entitlement Offer, including the Entitlements of ineligible retail shareholders, will be sold through the retail shortfall bookbuild on 21 November 2011. Any proceeds in excess of the Offer Price will be remitted proportionally (per New Share not taken up) to those holders, less any applicable withholding tax.

Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and an accompanying personalised entitlement and acceptance form which are expected to be despatched on 26 October 2011. Copies of the retail offer booklet will be available on the ASX website and our website at www.superretailgroup.com.au from 21 October 2011.

Super Retail ordinary shares are expected to resume trading on ASX from market open today on an ex-entitlement basis.

Summary of key dates

An indicative timetable associated with the Retail Entitlement Offer is set out below.

Retail Entitlement Offer
Record date for eligibility in the Retail Entitlement Offer	7.00pm (Sydney time) 20 October
Rights entitlements trading on ASX begins (on a deferred settlement basis)	20 October
Retail Entitlement Offer opens	21 October
Retail offer booklet despatched	26 October
Retail entitlements allotted	26 October
Entitlements trading on ASX begins (on a normal settlement basis)	27 October
Retail entitlements trading on ASX ends	9 November
New Shares under the Retail Entitlement Offer commence trading on ASX on a deferred settlement basis	10 November
Retail Entitlement Offer closes	16 November
Retail shortfall bookbuild (after market close)	21 November
Settlement of the Retail Entitlement Offer	28 November
Issue and quotation of New Shares under the Retail Entitlement Offer	29 November
New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis	30 November

Super Retail, in conjunction with the Joint Lead Managers, reserves the right to amend any or all of these dates and times, to accept late applications either generally or, in particular cases, to withdraw the offers without prior notice subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of quotation of shares and trading in Retail Entitlements is subject to ASX confirmation.

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Shareholder enquiries

Eligible retail shareholders who have questions relating to the Entitlement Offer should call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia), or consult your stockbroker, accountant or other professional adviser. The Super Retail Group Offer Information Line will be open from 8:30am to 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011. Alternatively, you can access information about the Retail Entitlement Offer online at www.superretailgroup.com.au.

Further Enquiries:

Peter Birtles Gary Carroll Chief Executive Officer Chief Financial Officer Super Retail Group Super Retail Group 751 Gympie Road 751 Gympie Road LAWNTON QLD 4501 LAWNTON QLD 4501 Phone: +61 7 3482 7500 Phone: +61 7 3482 7500 Email: Email: [email protected] [email protected]

Ron Malek Roger Feletto Co-Chief Executive Managing Director Greenhill Caliburn Greenhill Caliburn Level 34 The Chifley Level 34 The Chifley Tower, 2 Chifley Square Tower, 2 Chifley Square SYDNEY NSW 2000 SYDNEY NSW 2000 Phone: +61 2 9229 1409 Phone: +61 2 9229 1420 Email: Email: [email protected] [email protected]

A printed copy of the retail offer booklet together with a personalised entitlement and acceptance form will be mailed to each eligible retail shareholder on 26 October 2011. Eligible retail shareholders considering applying for New Shares are encouraged to read the retail offer booklet in full. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer will need to complete their personalised entitlement and acceptance form accompanying the retail offer booklet unless paying their application monies by BPAY®, in which case an entitlement and acceptance form is not required (but the eligible retail shareholder will be taken to have made the statements on the entitlement and acceptance form).

For further details on who is an eligible retail shareholder, please refer to section 7 of the retail offer booklet, scheduled to be despatched on Wednesday, 26 October 2011.

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7. ImpORtant InfORmatIOn

This Retail Offer Booklet (including the ASX announcements in Section 6) and enclosed personalised Entitlement and Acceptance Form ( Information ) have been prepared by Super Retail Group.

This Information is dated Friday, 21 October 2011 (other than the Super Retail Group Investor Presentation and the Offer Launch Announcement published on the ASX website on Monday, 17 October 2011 and the Institutional Offer Completion Announcement published on the ASX website on Thursday, 20 October 2011). This Information remains subject to change without notice and Super Retail Group is not responsible for updating this Information. There may be additional announcements made by Super Retail Group after Friday, 21 October 2011 and throughout the period that the Retail Entitlement Offer is open that may be relevant to your consideration of whether to take up, sell or do nothing in respect of your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by Super Retail Group (by visiting the ASX website on www.asx.com.au) before submitting your application to take up your Entitlement, or selling or transferring your Entitlement.

No party other than Super Retail Group has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the risk factors outlined in the “Key risks” section of the Super Retail Group Investor Presentation included in this Retail Offer Booklet that could affect the operating and financial performance of Super Retail Group or the value of an investment in Super Retail Group.

You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Trading of Entitlements and New Shares

It is expected that trading of Retail Entitlements on ASX will commence on Thursday, 20 October 2011 on a deferred settlement basis until Wednesday, 26 October 2011 (when those Entitlements are expected to be allotted) and from Thursday, 27 October 2011 until Wednesday, 9 November 2011 on a normal settlement basis. Following this, it is expected that trading on ASX of New Shares to be issued under the Retail Entitlement Offer will commence on Thursday, 10 November 2011 on a deferred settlement basis until Tuesday, 29 November 2011 (when New Shares are expected to be issued) and thereafter from Wednesday, 30 November 2011 on a normal settlement basis.

Super Retail Group will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade Entitlements before they receive their personalised Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Super Retail Group or the Super Retail Group Share Registry or otherwise or who otherwise trade or purport to trade Entitlements in error or which they do not hold or are not entitled to.

Super Retail Group will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Super Retail Group or the Super Retail Group Share Registry or otherwise or who otherwise trade or purport to trade Entitlements in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters, you should first consult with your stockbroker or other professional adviser.

Super Retail Group

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7.1 Eligible Retail Shareholders

This Information contains an offer of New Shares to Eligible Retail Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by ASIC.

Eligible Retail Shareholders are those persons who:

are registered as a holder of Shares as at 7.00pm (Sydney time) on the Record Date;
have a registered address in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States; and
were not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer.

By returning a completed personalised Entitlement and Acceptance Form or making a payment by BPAY, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

Super Retail Group may (in its absolute discretion) extend the Retail Entitlement Offer to any institutional shareholder that was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer (subject to compliance with relevant laws).

Super Retail Group has decided that it is unreasonable to make offers under the Retail Entitlement Offer to shareholders who have registered addresses outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. Super Retail Group may (in its absolute discretion) extend the Retail Entitlement Offer to shareholders who have registered addresses outside Australia and New Zealand (except the United States) in accordance with applicable law.

7.2 Eligible Institutional Shareholders

Eligible Institutional Shareholders are institutional shareholders to whom the Underwriters make an offer on behalf of Super Retail Group under the Institutional Entitlement Offer.

7.3 Ranking of New Shares

New Shares issued under the Retail Entitlement Offer will rank equally in all respects with existing Super Retail Group ordinary shares on issue, including as to dividend/distribution entitlements.

7.4 Reconciliation, Top-Up Shares and the rights of Super Retail Group and the Underwriters

The Entitlement Offer is a complex process and in some instances investors may believe that they will own more Shares than they ultimately did as at the Record Date or are otherwise entitled to more New Shares than initially offered to them. In addition, where trustees of Super Retail Group’s employee share plans hold shares on behalf of participants in those plans, the number of New Shares that are offered may need to increase to take account of the rounding referred to in Section 7.7. These matters may result in a need for reconciliation. If reconciliation is required, it is possible that Super Retail Group may need to issue additional New Shares ( Top-Up Shares ) to ensure that the relevant investors receive their appropriate allocation of New Shares. The price at which these Top-Up Shares would be issued is not known.

Super Retail Group

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7. ImpORtant InfORmatIOn cOnt.

Super Retail Group also reserves the right to reduce the size of an Entitlement or number of New Shares or the amount of any premium over the Offer Price at which New Shares were sold under the Institutional Shortfall Bookbuild or the Retail Premium allocated to Eligible Institutional Shareholders or Eligible Retail Shareholders, or persons claiming to be Eligible Institutional Shareholders or Eligible Retail Shareholders or other applicable investors, if Super Retail Group believes that their claims to Super Retail Group’s satisfaction are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, Super Retail Group may, in its discretion, require the relevant shareholder to transfer excess New Shares to the Underwriters at the Offer Price per New Share. If necessary, the relevant shareholder may need to transfer existing Shares held by them or to purchase additional Shares on-market to meet this obligation. The relevant shareholder will bear any and all losses caused by subscribing for New Shares in excess of their Entitlement and any actions they are required to take in this regard.

Investors who sell Entitlements to which they are not entitled, or who do not hold sufficient Entitlements at the time required to deliver those Entitlements, may be required by Super Retail Group to otherwise acquire Entitlements or Shares to satisfy these obligations.

By applying under the Entitlement Offer, including pursuant to acquisitions of Entitlements, those doing so irrevocably acknowledge and agree to do the above as required by Super Retail Group in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of Super Retail Group or the Underwriters to require any of the actions set out above.

Super Retail Group reserves the right to determine whether a shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

7.5 Receipt of excess Retail Premium

If you receive a Retail Premium payment in excess of the Retail Premium payment to which you were actually entitled based on that part of your Entitlement under the Retail Entitlement Offer which remains held by you as at close of the Retail Entitlement Offer on 5.00pm (Sydney time) on Wednesday, 16 November 2011, then, in the absolute discretion of Super Retail Group, you may be required to repay Super Retail Group the excess Retail Premium.

By taking up or transferring your Entitlement, or accepting the payment to you of a Retail Premium, you irrevocably acknowledge and agree to repay any excess payment of the Retail Premium as set out above as required by Super Retail Group in its absolute discretion. In this case the amount required to be repaid will be net of any applicable withholding tax. You also acknowledge that there is no time limit on the ability of Super Retail Group to require repayment as set out above and that where Super Retail Group exercises its right to correct your Entitlement, you are treated as continuing to have taken up, transferred or not taken up any remaining part of the Entitlement.

7.6 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

7.7 Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

7.8 Trading of Retail Entitlements

Entitlements under the Retail Entitlement Offer are tradeable and can be sold or transferred. They are expected to be quoted on and tradable on ASX from Thursday, 20 October 2011 to Wednesday, 9 November 2011. You may sell your Entitlements (which you do not wish to take up or let lapse) in order to realise value which may attach to those Entitlements if sold at that time. If you let your Entitlement lapse, you have the opportunity to receive any Retail Premium (see Section 4.7). There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact the ability to sell Entitlements on ASX and the price able to be achieved.

Prices obtainable for Retail Entitlements may rise and fall over the Retail Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the value of Super Retail Group existing Shares relative to the Offer Price. If you sell your Entitlement, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild.

Super Retail Group

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If you decide not to take up all or part of your Entitlement, you should consider whether to sell all or part of your Entitlement or allow all or part of it to lapse. Information on how Entitlements may be sold or transferred is set out in Section 4 and information on taxation considerations is set out in Section 5.

Institutional Entitlements under the Institutional Entitlement Offer were not quoted on or tradable on ASX nor privately transferable.

Investors should note that if you purchase Entitlements on ASX or otherwise, in order to take up those Entitlements and subscribe for New Shares you:

must be an Eligible Retail Shareholder, a resident in Australia or New Zealand, or otherwise qualify as an “Eligible Person”[1] ; and
must not be in the United States or acting for the account or benefit of a person in the United States.

If you do not satisfy the above conditions, you will not be entitled to take up Retail Entitlements or subscribe for New Shares.

7.9 Notice to nominees and custodians

If Super Retail Group believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to, and they must not sell or transfer Entitlements in respect of or purport to accept the Retail Entitlement Offer in respect of, Eligible Institutional Shareholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not).

Persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States. Persons in the United States and persons acting for the account or benefit of persons in the United States will not be able to purchase or take up any Entitlements purchased on ASX or otherwise and may receive no value for them.

Super Retail Group is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary, including following acquisition of Entitlements on ASX or otherwise, complies with applicable foreign laws. Super Retail Group is not able to advise on foreign laws.

7.10 Not investment advice

This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Super Retail Group is not licensed to provide financial product advice in respect of the New Shares. This Information does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Super Retail Group’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.superretailgroup.com.au.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser or call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) between 8:30am and 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011.

1 Certain investors in a limited number of foreign jurisdictions (other than the United States) may be Eligible Persons if they satisfy the requirements of that expression as set out in the “Entitlement Acceptance Form (Appendix E)” in respect of the Entitlement Offer which is available at www.superretailgroup.com.au.

Super Retail Group

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7. ImpORtant InfORmatIOn cOnt.

Nominees and custodians may not distribute any part of this Retail Offer Booklet in the United States or in any other country outside Australia and New Zealand except (i) Australian and New Zealand nominees may send this Retail Offer Booklet and related offer documents to beneficial shareholders who are professional or institutional shareholders in other countries (other than the United States) listed in, and to the extent permitted under, the “International Selling Restrictions” section of the Super Retail Group Investor Presentation included in this Retail Offer Booklet and (ii) to beneficial shareholders in other countries (other than the United States) where Super Retail Group may determine it is lawful and practical to make the Retail Entitlement Offer.

7.11 Financial data

Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).

7.12 Information availability

If you are in Australia or New Zealand, you can obtain a copy of this Retail Offer Booklet during the Entitlement Offer on Super Retail Group’s Entitlement Offer website at www.superretailgroup.com.au or you can call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) between 8:30am and 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011.

If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet. The electronic version of this Retail Offer Booklet on the Super Retail Group Entitlement Offer website will not include an Entitlement and Acceptance Form.

A replacement Entitlement and Acceptance Form can be requested by calling the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) between 8:30am and 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011.

7.13 Foreign jurisdictions

This Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. To the extent that you hold Shares or Entitlements on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any participation (including for your own account or when you hold Shares or Entitlements beneficially for another person) complies with all applicable foreign laws and that each beneficial owner on whose behalf you are submitting the personalised Entitlement and Acceptance Form or trading Entitlements is not in the United States and not acting for the account or benefit of a person in the United States.

The distribution of this Information (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The distribution of this Information (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Information, you should observe such restrictions. See the “International Selling Restrictions” section of the Super Retail Group Investor Presentation included in this Retail Offer Booklet.

Any non-compliance with these restrictions may contravene applicable securities laws.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Super Retail Group with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

This Retail Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This Retail Offer Booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Super Retail Group

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United States

Entitlements and New Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Entitlements may not be purchased or taken up by persons in the United States or by persons who are acting for the account or benefit of persons in the United States., The Entitlements and New Shares may not be offered, sold or resold in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Because of these legal restrictions, you must not distribute, release or send copies of this Retail Offer Booklet or any other material relating to the Retail Entitlement Offer to any person in the United States.

See the foreign selling restrictions set out in the “Foreign jurisdictions” section of the Super Retail Group Investor Presentation included in this Retail Offer Booklet for more information.

7.14 Underwriting of the Entitlement Offer

Super Retail Group has entered into an underwriting agreement ( Underwriting Agreement ) with Macquarie Capital (Australia) Limited (ABN 79 123 199 548) and RBS Equity Capital Markets (Australia) Limited (ABN 17 000 757 111) (the Underwriters ) who have agreed to manage and fully underwrite the Entitlement Offer. As is customary with these types of arrangements:

Super Retail Group has agreed to indemnify the Underwriters, their advisors, and the affiliates and related bodies corporate of each, and each of their directors, officers, partners, employees and agents;
Super Retail Group and the Underwriters have given certain representations and warranties and undertakings in connection with (among other things) the Entitlement Offer;
the Underwriters may (in certain circumstances, including having regard to the materiality and timing of the relevant event) terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events, including (but not limited to) where:
any of the offer documents is or becomes misleading or deceptive or likely to mislead or deceive, or a matter required to be included in them (having regard to section 708AA of the Corporations Act) is omitted, or a corrective statement is issued or required to be issued to correct the initial cleansing statement;
it is announced that Super Retail Group will be removed from the ASX, or Shares are suspended from trading or quotation or New Shares will not be granted by the date set out in the timetable;
there are material disruptions in financial or economic market in certain key countries;
there are material changes to the law which would adversely affect the regulation of Super Retail Group, the Offer or taxation treatment of the New Shares;
there are certain delays in the timetable for the Entitlement Offer without the Underwriters’ consent;
Super Retail Group makes a public statement or notifies the Underwriters that it cannot or does not intend to proceed with the acquisition of Rebel (or the debt funding arrangements for the acquisition) or any conditions, approvals or consents relating to the acquisition of Rebel (or the debt funding for the acquisition) are not provided or the acquisition agreement (or the debt funding arrangements) for the acquisition of Rebel is breached; or
there are no reasonable grounds for making statements relating to future matters in the offer documents, or a statement relating to future matters in the offer documents become incapable of being met or (in the reasonable opinion of the Underwriters) unlikely to be met;
Super Retail Group’s majority shareholder SCA FT Pty Limited does not participate in the Institutional Entitlement Offer by taking up Entitlements in respect of at least 2,808,977 New Shares;

Super Retail Group

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7. ImpORtant InfORmatIOn cOnt.

the Offer Price and the offer ratio of Entitlements are subject to the following repricing events:
any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of Super Retail Group or Rebel or any of their subsidiaries (in so far as it affects the overall position of Super Retail Group or Rebel respectively) from the position disclosed in the offer documents; or
there are material disruptions in political, financial or economic conditions or hostilities commence or escalate in certain key countries;
where a repricing event is triggered and an Underwriter believes (and has reasonable grounds to do so) that the repricing event is likely to (i) have a material adverse effect on the success or settlement of the Entitlement Offer, or (ii) is likely to lead to a contravention or liability for a contravention of the Corporations Act or other law by the Underwriter, the Underwriter may request that a new Offer Price or offer ratio of Entitlements or clearing price for the Institutional Shortfall Bookbuild be determined. Where the revised Offer Price or offer ratio cannot be determined within the relevant time frame, the Underwriter(s) who are not in agreement with the Company may terminate with immediate effect;
the Underwriters reserve the right, at any time, to appoint sub-underwriters in respect of any part of the Entitlement Offer; and
the Underwriters are entitled to be paid an underwriting fee of 2.0% and a management fee of 0.25% on the proceeds of the Entitlement Offer in addition to being reimbursed for certain expenses under the Underwriting Agreement. Any sub-underwriters appointed by the Underwriters, may be paid a fee determined by negotiation with the relevant sub-underwriter. Any subunderwriters fees in respect of the Entitlement Offer would be paid by the Underwriters.

None of the Underwriters nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Information and they do not take any responsibility for this Information or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Underwriters and each of their respective related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Underwriters nor any of their respective related bodies corporate and affiliates nor respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by the Underwriters or any of their respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.

Super Retail Group will arrange for New Shares equal in number to Entitlements which are not taken up by close of the Retail Entitlement Offer to be sold to eligible institutional investors. It will engage the Underwriters to assist in selling New Shares and New Shares that would have represented the entitlements of Ineligible Retail Shareholders would have received had they been eligible to participate in the Retail Entitlement Offer, through the Retail Shortfall Bookbuild. However, it is important to note that Underwriters will be acting for and providing services to Super Retail Group in this process and will not be acting for or providing services to shareholders. The engagement of the Underwriters by Super Retail Group is not intended to create any agency or other relationship between the Underwriters and the shareholders.

Super Retail Group

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7.15 ASX waivers

In order to conduct the Entitlement Offer, ASX has granted Super Retail Group waivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of customary conditions.

The waivers also allow Super Retail Group to ignore, for the purposes of determining Entitlements, transactions occurring after the announcement of the trading halt in Shares (other than registrations of ASX trade transactions which were effected before the announcement) ( post ex-date transactions ). Such transactions are to be ignored in determining holders and registered holders, and holdings and registered holdings, of existing Shares as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Shares in a post ex-date transaction, you will not receive an Entitlement in respect of those Shares.

7.16 ASIC modifications

In order to conduct the Entitlement Offer in accordance with section 708AA of the Corporations Act, ASIC has granted Super Retail Group modification from certain provisions of the Corporations Act to permit terms of the offers to shareholders to differ in so far as Retail Entitlements can be taken up in whole or in part, or traded on ASX (or transferred directly to another person) in whole or in part, while Institutional Entitlements were able to be taken up or transferred to the Underwriters in whole or in part (but not traded on ASX).

7.17 Governing law

This Information, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Queensland, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.

7.18 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information.

Any information or representation that is not in this Information may not be relied on as having been authorised by Super Retail Group, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Super Retail Group, nor any other person, warrants or guarantees the future performance of Super Retail Group or any return on any investment made pursuant to this Information or its content.

7.19 Withdrawal of the Entitlement Offer

Super Retail Group reserves the right to withdraw all or part of the Entitlement Offer and this Information at any time, subject to applicable laws, in which case Super Retail Group will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, Super Retail Group may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to Super Retail Group will not entitle you to any interest against Super Retail Group and that any interest earned in respect of Application Monies will belong to Super Retail Group.

Super Retail Group

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7. ImpORtant InfORmatIOn cOnt.

7.20 Privacy

As a shareholder, Super Retail Group and the Super Retail Group Share Registry have already collected certain personal information from you. If you apply for New Shares, Super Retail Group and the Super Retail Group Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, Super Retail Group and the Super Retail Group Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your application for New Shares, the Super Retail Group Share Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation of the distribution of shareholder information and for handing of mail, or as otherwise under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) Super Retail Group or the Super Retail Group Share Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to Super Retail Group through the Super Retail Group Share Registry as follows:

Link Market Services Limited

Level 15, 324 Queen Street Brisbane QLD 4000

Telephone: 1800 170 502 From outside Australia: +61 2 8280 7323

Super Retail Group

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8. cORpORatE dIREctORy

(ABN 81 108 676 204) 751 Gympie Road Lawnton QLD 4501

Website: www.superretailgroup.com.au

Super Retail Group Offer Information Line

1800 170 502 (within Australia) +61 2 8280 7323 (outside Australia)

Open between 8:30am and 5:30pm (Sydney time), Monday to Friday, between Friday, 21 October 2011 and Friday, 9 December 2011 Entitlement Offer Website: www.superretailgroup.com.au

Super Retail Group Share Registry

Link Market Services Limited Level 15, 324 Queen Street Brisbane QLD 4000

Telephone: 1800 170 502 From outside Australia: +61 2 8280 7323

Website: www.linkmarketservices.com.au

Super Retail Group

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Super Retail Group

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Super Retail Group

Super Retail Group

www.fco.co.nz

www.raysoutdoors.com.au

www.bcf.com.au www.goldcross.com.au

www.supercheapauto.com.au

All Super Retail Group Share Registry communications to: Link Market Services Limited Locked Bag A14

Super Retail Group

ABN 81 108 676 204

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Sydney South NSW 1235 Australia Telephone: 1800 170 502 From outside Australia: +61 2 8280 7323 ASX Code: SUL Website: www.linkmarketservices.com.au

SRN/HIN: Entitlement Number: Subregister: Number of eligible Shares held as at the Record Date, 7:00pm (Sydney time) on Thursday, 20 October 2011: Entitlement to New Shares (on a 9 for 19 basis): Amount payable on full acceptance of Entitlement at A$5.34 per New Share:

Offer closes 5:00pm (Sydney time): Wednesday, 16 November 2011

ENTITLEMENT AND ACCEPTANCE FORM

As an Eligible Retail Shareholder you are invited to apply for 9 New Shares for every 19 existing Shares in Super Retail Group Limited ( SUL ) that you hold as at the Record Date, at an Offer Price of A$5.34 per New Share. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as to how to deal with it, you should contact your stockbroker, accountant or other professional adviser.

IMPORTANT:

received via Bpaypay[[®]] will constitute acceptance in accordance with the terms of this Entitlement and Acceptance Form, the Retail Offer Booklet and further, agreement to be bound by the Constitution of SUL.

The Retail Entitlement Offer is being made on the terms and conditions set out in the Retail Offer Booklet dated Friday, 21 October 2011. The Retail Offer Booklet contains information about the Retail Entitlement Offer and investing in the New Shares. This Entitlement and Acceptance Form should be read in conjunction with the Retail Offer Booklet.

received via Bpaypay[[®]] to be bound by the Constitution of SUL. no guarantee you will receive any value for these Entitlements. meaning as in the Retail Offer Booklet. amount will pay for, or your application will be rejected. you do NOT need to return the Bpay.pay.. Payment must be transactions with your bank, credit union or building you will have deemed to have completed an Entitlement and . Telephone & Internet Banking – Bpaypay Biller Code: 5579 or transaction account. For more information on paying by BBpay, visit: www.bpay.com.au Ref: ® Registered to Bpay Pty Ltd ABN 69 079 137 518Bpay Pty Ltd ABN 69 079 137 518pay Pty Ltd ABN 69 079 137 518 Pty Ltd ABN 69 079 137 518

Entitlements trading on ASX commenced on a deferred settlement basis on Thursday, 20 October 2011 and is expected to close on Wednesday, 9 November 2011.
This offer is not being made to any person in the United States or to any person
New Shares in respect of Entitlements not taken up or sold (via ASX or directly via transfer) will be offered for sale under the Retail Shortfall Bookbuild and you will receive the Retail Premium, if any (net of any applicable withholding tax). There is no guarantee you will receive any value for these Entitlements.
acting for the account or benefit of a person in the United States.
Entitlements referred to in this Entitlement and Acceptance Form may be transferred electronically by a CHESS participant if your holding is held on the CHESS subregister and you do not wish to apply for your Entitlement in full.
Capitalised terms in this Entitlement and Acceptance Form have the same meaning as in the Retail Offer Booklet.
• You may not apply for additional New Shares in excess of your Entitlement. • If the amount you pay is insufficient to pay for the number of New Shares applied for, you will be taken to have applied for such lower number of New Shares as that amount will pay for, or your application will be rejected.
As transactions in Entitlements may have occurred, this Entitlement and Acceptance Form should not be relied upon as evidence of the Entitlement of the person named in this form.
Receipt of this Entitlement and Acceptance Form by 5:00pm (Sydney time) on Wednesday, 16 November 2011 with your Application Monies or making payment

PAYMENT OPTIONS

If you wish to take up all or part of your Entitlement, you have two payment options detailed below.

OPTION 1: PAyING by Bpay

OPTION 2: PAyING by CHEqUE, bANk DRAfT OR MONEy ORDER If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Super Retail Group Share Registry before 5:00pm (Sydney time) on 16 November 2011.

If paying by Bpay, refer to the instructions overleaf. you do NOT need to return the acceptance slip below if you elect to make payment by Bpay.pay.. Payment must be received via Bpay before 5:00pm (Sydney time) on 16 November 2011. You should check the processing cut-off time for Bpay transactions with your bank, credit union or building society to ensure your payment will be received by the Super Retail Group Share Registry in time. By paying by Bpay you will have deemed to have completed an Entitlement and Acceptance Form for the whole number of New Shares covered by your application Monies.

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Telephone & Internet Banking – Bpaypay Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by BBpay, visit: www.bpay.com.au ® Registered to Bpay Pty Ltd ABN 69 079 137 518Bpay Pty Ltd ABN 69 079 137 518pay Pty Ltd ABN 69 079 137 518 Pty Ltd ABN 69 079 137 518

See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form. The Entitlement to apply for New Shares may have value and it is important that you decide whether to take up, sell, transfer or do nothing in respect of your Entitlement in accordance with the Retail Offer Booklet.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

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

Super Retail Please detach and enclose with payment SRN/HIN:
Group Entitlement Number:
ABN 81 108 676 204 A Number of New Shares applied for (being not B Payment amount 9999999
more than your Entitlement shown above) (Multiply the number in section A by A$5.34)
A$ .
C PLEASE INSERT CHEqUE, bANk DRAfT OR MONEy ORDER DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
branch of a financial institution in Australian currency, made payable to “Super Retail Group Retail Offer” and crossed “Not Negotiable”.
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
D CONTACT DETAILS – Contact name Telephone number Telephone number – after hours
( ) ( )
----- End of picture text -----*

SUPER RETAIL GROUP LIMITED

ACCEPTANCE Of OffER

2011). Do not forward requests for sale to the Super Retail Group Share Registry or SUL.

By either returning the Entitlement and Acceptance Form with payment to the Super Retail Group Share Registry, or making payment received by Bpay you represent and warrant that:

You may wish to use the “Instructions to your Stockbroker” panel below and forward the top part of this Entitlement and Acceptance Form to your stockbroker.

you have read and understood the Retail Offer Booklet and that you acknowledge the matters, and make the warranties and representations contained in Sections 4.9 to 4.11 of the Retail Offer Booklet; and

Entitlements may be transferred in CHESS without surrendering this form.

If you wish to take up part of your Entitlement, you must lodge your application via Bpay or by lodging your acceptance slip and Application Monies with the Super Retail Group Share Registry as set out below. Neither the Super Retail Group Share Registry nor SUL accepts any responsibility if you apply to take up your Entitlement by any other means.

you are not in the United States and are not acting for the account or benefit of a person in the United States.

HOW TO APPLy fOR NEW SHARES

1. If PAyING by Bpay (AvAILAbLE ONLy TO SHAREHOLDERS WITH AN ACCOUNT WITH AN AUSTRALIAN fINANCIAL INSTITUTION THAT SUPPORTS bpay TRANSACTIONS)

Instructions to your Stockbroker

I/We have accepted New Shares as per reverse side I/We wish to sell Entitlements to ordinary shares This instruction has/has not previously been notified to you (delete whichever does not apply)

If you elect to make payment using Bpay you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay, visit: www.bpay.com.au

Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by A$5.34.

Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding.

4. DISPOSAL Of yOUR ENTITLEMENT OTHER THAN THROUGH A STOCkbROkER

To transfer your Entitlement in accordance with a private arrangement, a Renunciation and Transfer Form must be completed and signed by both parties. The form may be obtained from the Super Retail Group Share Registry or your stockbroker.

2. If PAyING by CHEqUE, bANk DRAfT OR MONEy ORDER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

The Renunciation and Transfer Form cannot be used where your holding is maintained on the CHESS subregister. An investor whose holding is maintained on the CHESS subregister, as shown overleaf, should contact their CHESS sponsor before conducting a sale via any other party or completing a private transfer.

a sale via any other party or completing a private transfer. the transfer will take priority over the application. 5. OvERSEAS SHAREHOLDERS breach any law in any relevant overseas jurisdiction. of a person in the United States. in the United States. Corporations Act 2001 )..

A. Number of New Shares applied for

Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.

If the Super Retail Group Share Registry receives both a completed Renunciation and Transfer form and an application for New Shares in respect of the same Entitlement, the transfer will take priority over the application.

b. Payment amount

Enter into section B the total amount payable by you. To calculate the total amount multiply the number in section A by A$5.34.

The Retail Offer Booklet and Entitlement and Acceptance Form do not constitute an offer of securities in any jurisdiction outside of Australia and New Zealand or to any person to whom it would not be lawful to issue the Retail Offer Booklet. By applying for New Shares you represent and warrant that applying for New Shares does not breach any law in any relevant overseas jurisdiction.

C. Cheque, bank draft or money order details

Enter your cheque, bank draft or money order details in section C. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Super Retail Group Retail Offer” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be processed on the day of receipt. If you provide a cheque or money order for the incorrect amount, SUL may treat you as applying for as many whole New Shares as your cheque, bank draft or money order will pay for (up to your Entitlement).

The Retail Offer Booklet and Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or to any person that is or is acting for the account or benefit of any person in the United States. Neither the Entitlements nor the New Shares have been, nor will be, registered under the U.S. Securities Act, or any U.S. state or other securities laws. Accordingly, the Entitlements may not be granted to or taken up by, and the New Shares may not be offered or sold to, any person that is in the United States or that is acting for the account or benefit of a person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws.

D. Contact details

Enter your contact telephone numbers where we may contact you regarding your application for New Shares, if necessary.

The Directors reserve the right to make amendments to this form where appropriate.

3. SALE Of yOUR ENTITLEMENT IN fULL OR IN PART by yOUR STOCkbROkER AND ACCEPTANCE Of THE bALANCE

Neither the Retail Offer Booklet nor the Entitlement and Acceptance Form may be distributed to any person in the United States or that is acting for the account or benefit of a person in the United States.

If you wish to sell all of your Entitlement through your stockbroker or if you wish to sell of a person in the United States. part of your Entitlement through your stockbroker and take up the balance you should contact your stockbroker and provide details as requested which appear overleaf. If you are acting as a nominee, you must not take up any Entitlements on behalf of any person in the United States or that is acting for the account or benefit of a person You must provide instructions in time for your stockbroker to complete the sale prior to in the United States. the close of Entitlements trading (which is scheduled to occur on Wednesday, 9 November Privacy Clause: Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).. 6. HOW TO LODGE yOUR ENTITLEMENT AND ACCEPTANCE fORM A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Retail Offer Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay, you do not need to complete or return the Entitlement and Acceptance form. You should check the processing cut-off time for Bpay transactions with your bank, credit union or building society to ensure your payment will be received by the Super Retail Group Share Registry by the close of the Retail Entitlement Offer.

Mailing Address Super Retail Group Limited	Hand Delivery Super Retail Group Limited
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag 3415	Level 15, 324 Queen Street
Brisbane QLD 4001	Brisbane QLD 4000(Please do not use this address for mailing purposes)
Neither the Super Retail Group Share Registry nor SUL accepts any responsibility if you lodge the Entitlement and Acceptance Form at any other address or by any other
means.

Make sure you send your Entitlement and Acceptance Form and Application Monies allowing enough time for mail delivery, so the Super Retail Group Share Registry receives them by no later than 5:00pm (Sydney time) on Wednesday, 16 November 2011. Please ensure sufficient cleared funds are held in your account, as your cheque will be processed on the day of receipt as it is received. SUL reserves the right not to process any Entitlement and Acceptance Forms and Application Monies received after the close of the Retail Entitlement Offer.

If you require further information regarding this Entitlement and Acceptance form or your Entitlement, please contact the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (from outside Australia) between 8:30am and 5:30pm (Sydney time) Monday to friday, during the Retail Entitlement Offer period.

AI assistant

SUPER RETAIL GROUP LIMITED — Capital/Financing Update 2011

65878_rns_2011-10-20_23917e0e-198d-4c22-903a-b61261f0b54d.pdf

RETAIL ENTITLEMENT OFFER: Super Retail Group Limited (ABN 81 108 676 204) (ASX Code: SUL) - Retail Offer Booklet and Entitlement and Acceptance Form

Retail Entitlement Offer

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ImpORtant nOtIcEs

Future performance and forward looking statements

Past performance

Jurisdictions

Withholding tax

References to “you” and “your Entitlement”

Times and dates

Trading Entitlements and New Shares

cOntEnts

1. KEy datEs fOR thE REtaIl EntItlEmEnt OffER

Enquiries

2. chaIRman’s lEttER

Dear Shareholder,

3. summaRy Of OptIOns avaIlablE tO yOu

4. actIOns REquIREd by yOu

4.1 Overview of the Entitlement Offer

4.2 The Retail Entitlement Offer

4.3 Your Entitlement

4.4 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances

4.5 Options available to you

4.5.1 If you wish to take up all or part of your Entitlement

4. actIOns REquIREd by yOu cOnt.

4.5.2 If you wish to sell all or part of your Entitlement on ASX

4.5.3 If you wish to transfer all or part of your Entitlement other than on ASX

4.5.4 If you wish to let your Entitlement lapse

4.6 Ineligible Retail Shareholders

4.7 Retail Shortfall Bookbuild

4. actIOns REquIREd by yOu cOnt.

4.8 Payment

Payment by BPAY

Payment by cheque, bank draft or money order

4.9 Representations by acceptance

4. actIOns REquIREd by yOu cOnt.

4.10 Representations by acquirers of Retail Entitlements

4.11 Foreign representations

4.12 Mail or hand delivery

Mailing Address

Hand Delivery Address

4.13 Enquiries

5. austRalIan taXatIOn cOnsIdERatIOns

5.1 Sale of Entitlements

5.2 Entitlements not taken up

5.3 Taking up of Entitlements

5.4 Dividends on New Shares as a result of Entitlements taken up

5.5 Disposal of New Shares

5. austRalIan taXatIOn cOnsIdERatIOns cOnt.

5.6 Taxation of Financial Arrangements (TOFA)

5.7 Other Australian taxes

6. asX annOuncEmEnts

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

History of Rebel Group

Rebel Group operates in an attractive sector

Australian recreational goods retailing market estimated to be A$6.3b industry

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Compelling strategic rationale

Rebel Group is a market leader

Rebel Group is a strategic fit

Acquisition creates significant value for Super Retail Group shareholders

Opportunity to increase revenue and profit

Macro factors are attractive

Significant synergies available

Strong fit with Super Retail Group’s strategy

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

Potential synergies

The new Super Retail Group

6. asX annOuncEmEnts cOnt.

6.1 Super Retail Group Investor Presentation dated Monday, 17 October 2011 cont

SUPER RETAIL GROUP LIMITED Capital/Financing Update 2011