SUPER RETAIL GROUP LIMITED — Capital/Financing Update 2020

Jun 14, 2020

Proposed issue of securities

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Announcement Summary

Entity name

SUPER RETAIL GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Monday June 15, 2020

The Proposed issue is: An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

ASX +Security Code +Security Description

SUL ORDINARY FULLY PAID

Maximum Number of +securities to be issued 28,220,675

Trading resumes on an ex-entitlement basis (ex date) Tuesday June 16, 2020

+Record date

Wednesday June 17, 2020

Offer closing date for retail +security holders

Friday July 3, 2020

Issue date for retail +security holders

Friday July 10, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SUPER RETAIL GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type Registration Number ACN 108676204

1.3 ASX issuer code

SUL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday June 15, 2020

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

SUL : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +Security Code and Description

SUL : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded up to the next 28,220,675 whole number

Purpose of the issue The equity raising will enable the continued execution of Super Retail Group's strategy and pursuit of strategic growth initiatives.

Offer price details for retail security holders Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 7.19000 Offer price details for institutional security holders Could offer price per +security be determined by bookbuild? No Oversubscription & Scale back details Are +security holders allowed to oversubscribe? No May a scale back be applied to this event? No Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable 3D.1a First day of trading halt Monday June 15, 2020 3D.1b Announcement date of accelerated offer Monday June 15, 2020 3D.2 Trading resumes on an ex-entitlement basis (ex date) Tuesday June 16, 2020 3D.5 Date offer will be made to eligible institutional +security holders Monday June 15, 2020

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3D.6 Application closing date for institutional +security holders

Monday June 15, 2020

3D.8 Announcement of results of institutional offer

Tuesday June 16, 2020

3D.9 +Record date

Wednesday June 17, 2020

3D.10 +Issue date for institutional +security holders

Thursday June 25, 2020

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Monday June 22, 2020

3D.12 Offer closing date for retail +security holders

Friday July 3, 2020

3D.13 Last day to extend retail offer close date

Tuesday June 30, 2020

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders. Wednesday July 8, 2020

3D.19 Issue date for retail +security holders

Friday July 10, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Macquarie Capital (Australia) Limited (ABN 79 123 199 548) ("MacCap") and UBS AG, Australia Branch ("UBS") are joint lead managers and underwriters to the Offer (the "Joint Lead Managers" or "Underwriters")

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

SUL has agreed to pay the Joint Lead Managers 0.5% of the proceeds of the Offer as a management fee.

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

MacCap and UBS are Joint Lead Managers and Underwriters of the Offer (as set out above).

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3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Both the institutional and retail components of the Offer are underwritten by the Underwriters, except as to participation by SCA FT Pty Ltd (as Trustee for the Rowe Family Trust) and SCCASP Holdings Pty Ltd (as Trustee for the H&R Super Fund), entities associated with Mr Reg Rowe.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

SUL has agreed to pay the Underwriters 1.55% of the underwritten proceeds of the Offer as an underwriting fee.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

See "Equity raising risk" on slides 26-28 of SUL's investor presentation dated 15 June 2020 for a summary of the underwriting agreement. This includes a summary of the significant events that could lead to the underwriting being terminated.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Typical costs associated with equity raising processes, including legal, accounting, share registry and associated administrative costs.

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

The equity raising will enable the continued execution of Super Retail Group's strategy and pursuit of strategic growth initiatives.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue

The institutional component of the Offer ("Institutional Offer") will be extended to institutional securityholders in Australia, New Zealand, United Kingdom, Norway, Germany, Hong Kong, Denmark, Switzerland, Malaysia, Canada, New Zealand, UAE, Singapore, and France.

The retail component of the Offer ("Retail Offer") will only be extended to securityholders in Australia and New Zealand. SUL will send all other securityholders (i.e. the ineligible securityholders) a notice on Monday, 22 July 2020 which will state that those securityholders are not eligible to participate in the Offer.

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3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details

The Retail Offer will be made available to nominees with a registered address in Australia or New Zealand who were registered as the holder of SUL Shares at 7.00pm (Sydney time) on Wednesday, 17 June 2020 and who held those Shares on behalf of underlying beneficial holders (wherever they reside), except to the extent that those underlying beneficial holders are not an eligible retail securityholder.

The Retail Offer is not available to securityholders that are in the United States or who are, or are acting for the account or benefit of, persons in the United States.

3F.6 URL on the entity's website where investors can download information about the proposed issue

http://www.superretailgroup.com.au/investors-and-media/news/

3F.7 Any other information the entity wishes to provide about the proposed issue

N/A

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