SUPER RETAIL GROUP LIMITED — Major Shareholding Notification 2012

Oct 29, 2012

30 October 2012

The Manager Market Announcements Office ASX Limited By fax 1300 135 638

Dear Sir/Madam

Super Retail Group Limited (ACN 108 676 204)

Notice of change of interests of substantial holder: Form 604

Please find attached a Form 604 (Notice of change in interests of substantial holder) in relation to shares in Super Retail Group Limited (ACN 108 676 204), lodged on behalf of the Bennelong Funds Management Group Pty Ltd (ACN 144 676 344) in accordance with section 671B of the Corporations Act 2001.

Yours sincerely

Willuller

∕Jeff Phillips Chief Financial Officer Encl

Bennelong Funds Management ABN 39 111 214 085
AFSL 296806

Level 2, 9 Queen St, Melbourne VIC 3000 Web www.bennfundsmanagement.com.au Phone Fax

1800 895 388 +61 3 9617 0400

Form 604

Corporations Act 2001

Section 671B

Notice of changes of interests of substantial holder

To:	Super Retail Group Limited
ACN:	108 676 204
ASX Code:	SUL

1. Details of substantial holder

Name: Bennelong Funds Management Group Pty Ltd (ACN 144 676 344).

There was a change in the interests of the substantial holder on: The previous notice was given to the company on The previous notice was dated

22^nd December 2011 30^th October 2012 30^th Ocotber 2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities	Previous notice		Present notice
	Person's votes	Voting power	Person's votes	Voting power
Ordinary shares	13,250,059	7.0667%	15,296,165	8.158%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme.

since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities	Person's votes affected
				2,046,106
	Bennelong Funds Management	Purchased on		Ordinary
22/12/11	Group Pty Ltd	market		shares	2.046.106

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant Interest	Registered holder of securities	Persons entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person's votes
Bennelong Funds				4,451,263 Ordinary
Management Group Pty Ltd	HSBC		Investment Manager	shares	4,451,2630
Bennelong Funds Management Group Pty Ltd	BNP		Investment Manager	7,209,835 Ordinary shares	7,209,835
Bennelong Funds Management Group Pty Ltd	BNP		Investment Manager	58,885 Ordinary shares	58,885
Bennelong Funds Management Group Pty Ltd	RBC		Investment Manager	205,822 Ordinary shares	205,822
Bennelong Funds Management Group Pty Ltd	NAB Asset Servicing		Investment Manager	2,374,531 Ordinary shares	2,374,531
Bennelong Funds Management Group Pty Ltd	JP Morgan		Investment Manager	995,829 Ordinary shares	995,829

The custodians in the table above hold shares in SUL as custodian and for which companies in the Bennelong Funds Management Group are either:

• the responsible entity or trustee of pooled investment products such as $\bullet$ registered managed investment schemes (Funds); or
• the investment manager of Portfolios held for a number of institutional $\bullet$ investors. The institutional investors are generally superannuation funds regulated under the Superannuation Industry Supervision Act 1993.

The holding of shares in SUL was acquired as part of the wide portfolio of Australian shares and units acquired for the Funds and the Portfolios.

The members of the Bennelong Funds Management Group and the Custodians may hold relevant interests due to the capacity of these entities to dispose of the shares in SUL.

Each investor in a Fund owns an undivided interest in the Fund's assets, no client directly owns any asset of the Fund. The unitholding of each Fund varies from time to time as clients enter and withdraw from the Funds. The various institutional investors with portfolios delegate the management of the portfolios to the members of the Bennelong Funds Management Group.

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Bennelong Funds Management Group	Level 2, 9 Queen Street, Melbourne VIC
- Ptv Ltd	3000

Signature

Print name: $\frac{\sqrt{EFF} \; \hat{H}{{1,2,1}^{PS}}}{\sqrt{\frac{1}{\sqrt{1}}\frac{\hat{H}{{1,2,1}^{PS}}}{\hat{H}{{1,2,3}}} - \frac{1}{\sqrt{1}}}}$ Capacity: $\frac{\hat{H}{{1,2,3}^{PS}}}{\hat{H}_{{1,2,3}}}$