Super Retail Group Limited (SUL) Earnings Call Transcript & Summary

October 25, 2023

Australian Securities Exchange AU Consumer Discretionary Specialty Retail shareholder_meeting 86 min

Earnings Call Speaker Segments

Sally Anne Pitkin

executive
#1

Good morning, everyone. I am Sally Pitkin, Chair of Super Retail Group, and I'm delighted to welcome you here to our 2023 Annual General Meeting of Shareholders. I note that a quorum is present, and I formally declare the meeting open. Throughout its history, Super Retail Group has developed strong connections with indigenous Australians through our customers, team members, partners and the communities in which we operate across Australia. Shareholders may be aware that in the year ahead, we are developing our inaugural reflect reconciliation action plan involving the scoping and development of relationships with Aboriginal and Torres Strait Islander stakeholders across Australia. This plan will help us shape our approach to advancing the cause of reconciliation and committing to specific and meaningful initiatives. And so I would like to acknowledge the traditional owners of the land from where I am speaking, the Turrbal and Jagera peoples, and the Traditional Owners from other parts of the country for those of you who are joining via the online platform. I recognize First Nations people's continuing connection to land, waters and the community, and we pay our respects to the elders past, present and emerging. For those attending in person, we do have emergency procedures for this venue, our head office here at Strathpine, the emergency exit for this room is via the door behind you proceed then please to the stairs in the central atrium down the stairs and out the front door, just to take a moment just to identify the exit, please. In the event of an emergency, 1 of 2 alarms may sound. The alert alarm is a warning beep. If this alarm sounds, please check surroundings and just stand by for further instructions. But in the unlikely event we need to evacuate a whoop-whoop alarm will sound and everyone should evacuate using the nearest safe exit. Just a reminder, we don't use lifts in the event of an evacuation, and our evacuation assembly point is the grassed area at the southeast corner of the building. And just as a courtesy reminder for us all to have our phones off or on silent. It is my pleasure now to have the opportunity to address you both in person for those here and virtually for those attending the online meeting platform. We are conducting the meeting in a hybrid format for the first time this year, and we think this provides shareholders with an additional opportunity to participate. The Notice of Meeting has been distributed to shareholders, and I will take it as read. I'd now like to introduce my fellow directors and our Chief Legal Officer and Company Secretary. Starting on my far right, we have Judith Swales; peter Everingham, who is also Chair of our Human Resources and Remuneration Committee; Annabelle Chaplain, the Chair of the Board Risk & Sustainability Committee and who is standing for reelection today; and Anthony Heraghty our Group Managing Director and CEO. And on my far -- given I don't know my lefts or my rights, on my far right, we have Mark O'Hare, who is standing for election today, Howard Mowlem, Chair of the Board Audit Committee who is also standing for reelection; and Rebecca Farrell, our Chief Legal Officer and Company Secretary. We also have members of our senior leadership team in the audience today. And representing our external auditor, we have lead audit partner, Paddy Carney, present. I now will talk through some important procedural matters for the meeting. We're going to be holding a poll on all of the resolutions before this meeting. This allows everyone attending an opportunity to vote, and I now open the polls for all items of business that shareholders will vote on today. The polls will remain open until 10 minutes after the meeting closes. So if you're here in person today and are entitled to vote, you will have been given a yellow voting card. At the conclusion of the meeting or if you leave the meeting sooner, could you please put those completed voting cards in one of the ballot boxes that are located near the exit. For those attending via the online platform, we have a virtual meeting guide, which provides information about how to vote and how to ask questions. And this guide is on our AGM section of our website. and also on the online platform. But if you have any technical difficulties, please call Link Market Services, and we have a 1-800 number for that, 1-800-990-363. To vote and participate in the meeting online, shareholders and proxy holders need to register first by clicking on the get a voting card button and then there's a series of prompts to follow. And once registered, your voting card will appear with all the resolutions to be voted on at today's meeting. And you can cast your vote for each resolution by selecting the option corresponding with the way you wish to vote. And then you click the button that says submit vote and do that any time before the voting closes. You, of course, can edit your electronic voting card up until the time that the voting closes. At the conclusion of this meeting, a red bar will appear on the online platform advising of the remaining voting time. So we will announce the poll results to the ASX later today, and we will also post them on our website. Rachel Teo of Link Market Services, the company's share registry has been appointed returning officer and will determine the results of the polls. And as you would be aware, only shareholders and proxy holders can ask a question during today's meeting. And I would ask that all questions please be directed to me as Chair in the first instance. And to shareholders who have submitted questions ahead of the meeting, thank you, and we'll address those questions as we go through the meeting in relation to the formal items. So there's three ways to ask questions today just to complicate things. There will be questions from the floor, written questions through the online platform and also questions which can come through on the telephone. What we will start with is questions from the floor. We'll then move to written questions through the online platform and then take questions on the telephone. For those of you in the room, if you would like to ask a question, please just put your hand up. We've got roving microphones so that everyone can hear and particularly for those joining us remotely. Just show the moderator your yellow voting card or your blue nonvoting shareholder card, and we can take your question. And there is also our online shareholders, you'll see there's an ask a question button, and you can select whichever item of business your question relates to. Could people please ask 1 question at a time, and we might do 2 questions per shareholder. I just want to make sure everyone has an opportunity to ask a question. But no limit otherwise to questions. We'll circle back to you if you've got more than 2. All right. I think we move on now. One other thing, if we've got multiple questions all on the same topic, I might try to group them together. I think that's it. So for each item of business...

Unknown Shareholder

shareholder
#2

Yes. [indiscernible] from the shareholder. You keep referring everybody, keep referring that through the voice that loss debt. So we don't have to welcome the country, right. We are all Australians, and we should be pulling the same basket. We are Australians all of us, not just a segregated group and we've got to always pay homage to that. They lost the [indiscernible]. So let's forget about that. Let's carry on as one Australian people.

Sally Anne Pitkin

executive
#3

Thank you for your comment. And whilst we are all Australians and I hope a cohesive community, we very much value and respect the contributions that our indigenous team members make and our customers and we're very committed to doing our inaugural reflect reconciliation action plan, which we think will strengthen us as a company and as a community. But thank you for your comment. All right. Now it occurs to me that we might have some customers here who might have some questions that don't actually relate to items of business at this general meeting, but we've got our Investor Relations team here and brand leaders who would be very happy to chat to you after the meeting or please feel free to contact them via e-mail at Investor Relations at superretailgroup.com. So we'll move on now with the items of business of the meeting. First, I'm going to provide some highlights of the past financial year. Anthony is then going to take you through the group's results and activities for FY '23 in more detail and update you on the first quarter of trading, and then we'll proceed with the formal items of business for the meeting. They're set out in the Notice of Meeting, which I've said has been taken as read. And we are also doing a webcast of this meeting so that you can look at the recording now or once the meeting is over. And following the conclusion of the meeting for those here in the room, please join us for some refreshments. So to my address, I am very pleased to report another strong year for Super Retail Group. The group's clear business strategy, adaptability and sound financial position helped ensure that we continue to perform well in the 2023 financial year despite an increasingly volatile retail landscape. Cost of living pressures, higher interest rates and escalating inflation combined to create a challenging environment for retailers in Australia and New Zealand. But the strength of our 4 core brands and unrivaled connection with customers and the passion of our team members has underlined the resilience of our business and the market segments in which we operate. In financial year '23, we reported record sales, higher profits and reinforce the market-leading position of our Core 4 brands. The revenue growth was underpinned by the performance of our store network. We had new stores, refurbishments and innovative formats which have attracted customers as they have returned to traditional shopping patterns following the pandemic. The group's commitment to our omni retail strategy and investments in our store network, team members and relationship with customers remains central to our success. To further strengthen relationships with our customers, we are investing significantly in personalization and loyalty. We now have a record 10-plus million active club members, and we are confident about the potential for further growth. Our strong financial performance and robust balance sheet has allowed us to invest in the business for the future while continuing to reward shareholders with dividends. The Board determined to pay a fully franked final ordinary dividend of $0.44 per share, which is at the upper end of our dividend payout policy. And in addition to the final ordinary dividend, shareholders have received a fully-franked special dividend of $0.25 per share. So together with the interim ordinary dividend of $0.34 per share, this has represented an aggregate dividend payment to shareholders in the last financial year of $1.03 per share. During the year, we increased efforts across the group to enhance sustainability in the way we work. As a company, we are committed to supporting our people and the environment while continuing to inspire customers to live their passion, along with team members, investors, partners and customers we are pushing ourselves more responsible choices and greater transparency about our values and practices. In our sustainability report, we were pleased to record further progress against our strength and sustainability framework. The framework sets out our commitment to the Super Retail Group team, community, responsible sourcing, the circular economy and to limiting the impact of climate change. We recognize we need to keep learning, adapting and improving every day so that we can build a more sustainable business. The group also worked hard to improve the health, safety and well-being of our people. We acknowledge our total recordable injury frequency rate increased slightly. That was impacted by higher team member turnover and heavier trade volumes. Manual handling and stock movement contributed to almost 3 in 4 of our injuries this year. Pleasingly, our measure of safety effort, which is viewed as a leading indicator, exceeded our target. But the Board and senior leaders are focused on improving our injury performance across the group. We have a commitment to addressing critical risks to strengthening culture that sits at the core of our health and safety agenda and we are focused on ongoing improvements through active leadership, accountability, ownership of commitments right across the business. So we have recorded some progress in areas of health and safety, but we recognized we've got more to do. During the year, we had quite a milestone with Reg's retirement -- Reg Rowe's retirement from the Board. Reg your extraordinary story is well known to Super Retail Group shareholders and team members. Along with Reg's late wife Hazel, Reg started Super Retail Group more than half a century ago and has shaped the culture of the business in various leadership roles, including as Managing Director, Chair and then Non-Executive Director. And we're delighted that you remain the group's largest shareholder. You're a committed long-term shareholder who has promised to remain a familiar face to team members across our network of stores. Thank you. In April, Mark O'Hare joined the Board as Reg's replacement. Mark is the Chairman of the Advisory Group for Reg's private investment vehicle and an experienced corporate adviser. As a Board, we continue to evaluate our governance arrangements and the mix of capability and experience among directors to make sure that the Board is best placed to provide strong governance to support Anthony and the leadership team. To provide for future Board capability and to plan for nonexecutive retirements, including my own and Howard Mowlem's decision that if appointed today, he will not seek further reelection, we are undertaking a considered process of Board renewal. We have appointed a leading recruitment firm to support the search process for non-executive directors, and I can assure shareholders of the director's focus on our responsibilities for succession planning at all levels of the business, including the Board. After reviewing the Board standing committees and their respective charters and responsibilities, the directors have decided to establish a Board Risk and Sustainability Committee. That committee started work at the beginning of September this year. And at that time, the Audit and Risk Committee has become the Board Audit Committee. We think these changes reflect the growing significance of sustainability considerations and the increasing audit-related workload in relation to sustainability and climate. Given the extended tenure of the group's external audit, auditor and following good practice, the Audit Committee recommended to the Board that we undertake a competitive external audit tender process. This is underway, and we expect to advise shareholders of the outcome of this process in due course. So looking ahead, the 2024 financial year marks our 20th year as a company listed on the ASX. The year ahead will continue to present serious challenges for the business and the wider retail sector as economic conditions remain tight and cost of living pressures become more acute. Nevertheless, the strength of our brands, our experienced leadership team and customer value proposition leaves Super Retail Group well positioned for sustainable growth over the medium and long term. Your Board remains focused on positioning Super Retail Group for shareholder returns over the long term and creating a positive impact on the communities in which we operate. Our strong balance sheet leaves us well placed to continue investing in the business to generate that long-term value for shareholders. Store openings and refurbishments, data analytics, loyalty, including the launch of the loyalty program this week, if I'm allowed to say that, they are priorities in the year ahead. I would like to thank all my directors, colleagues for their sound counsel and support during the year. Given the strong performance and high team member engagement over the past 12 months, I also want to, as always, highlight the leadership displayed by Anthony and his management team. Thank you. And finally, I want to acknowledge each and every one of our 15,000-plus team members for their dedication and commitment to make Super Retail Group a stronger and better business. Thank you for your continuing support. And I would like to now ask Anthony to address the meeting. Very happy for you to ask now Mr. Menon.

Unknown Attendee

attendee
#4

[indiscernible] I would like to first wholeheartedly endorse -- do I need this?

Sally Anne Pitkin

executive
#5

You do for people who are online.

Unknown Attendee

attendee
#6

Yes, yes, sorry, okay. People online. Wholeheartedly endorse anything you do towards reconciliation with our indigenous people. The recent vote had nothing to do with us continuing the cruelty that has happened over the 230-plus years since this nation was colonized -- you know what I mean. The other issue is Reg Rowe. On a sort of a lighter note, if I may. I've known edge for a number of years. And I'd like -- if I may make a couple of comments. Reg helped me in a way that he probably didn't appreciate, and it will become obvious about the comments that I make afterwards. But Reg and I are blessed with lovely arctic silver hair. When I grow mine out, it looks very similar to his. And when I used to walk through the warehouse, the employees used to think it was me. We're looking over the top of a pallet, a white head looks like a white head. And I've got to say that people were full of smiles when I walked around from behind the pallet until they found out it was me and not Reg. So thanks for that, Reg. But the other comment I'd like to make about Reg is and my dealings with him, and I was -- I used to work for toll, supplier to the Super Retail Group. And the head of saying back in those days, and it wasn't attributed to Reg, you'll know who was attributed to. There was 2 prevailing philosophies. One was we smashed through and the other one was supplier always pays. Do you remember those sayings, Reg. But there is a big bat on supplier always pays because if Reg had engaged the supplier in the early days, they had very special treatment. He was very, very loyal to the people who had helped him build his business. So the thing that I remember most about Reg and still today was the way he built relationships with his people and his suppliers that he knew. And when I say people, it wasn't just managing directors, it was the forklift driver. It was the person in the retail shop, selling the goods. And when he says he's going to a store to check to see if there's still enough stock in there or whatever else he is checking up, he will be doing that in a very kind way and a compassionate way towards those people. He's got a great relationship with these people at all levels throughout the organization. So I'd like to acknowledge Reg for that relationship that he built with those key people in the organization. Thank you very much.

Sally Anne Pitkin

executive
#7

Thank you for your comments, Mr. Menon. And at Supergroup, we do recognize and value that doing business is about partnerships with people. It's very, very important to us. And care and respect for our people is another very important value. Thank you. Now I'll hand over to Anthony.

Anthony Heraghty

executive
#8

Thank you, Sally, and good morning, everyone. It's my pleasure to provide you with an overview of the 2023 financial year and an update on our year-to-date trading performance. Despite a challenging macro environment, I am pleased to report another year of record sales for Super Retail Group as our 4 core brands strengthened their market position and our active club member base surpassed 10 million customers. I'd also like to acknowledge the amazing efforts of our 15,000 team members who were instrumental in delivering this result through their passion and their dedication. I would also like to thank our management team who have displayed great leadership, encouraging our team and driving strong business performance. During the year, we marked a momentous change in the history of the company with the retirement of our company founder, Reg Rowe from the Board. Over 50 -- his 50-year journey with the business, Reg has served as Managing Director, Chair and Non-Executive Director, and he remains the biggest shareholder in the group. Reg, on behalf of the entire Super Retail Group family, I would like to thank you and your outstanding service to the company, and I'm looking forward to catching up with the coffee in the next couple of weeks. And as always, I'll be buying. This year, we've made -- we've remained focused on executing our key elements of our corporate strategy. We grew our core brands through new store openings, alternative store formats and refurbishments. We leverage the closeness to our customers through ongoing enhancements to our loyalty program, which resulted in the addition of an additional 1 million club members. We've maintained a strong investment in our digital capabilities and leveraged our store network to support online sales. Following a strong first half performance cycling a COVID-19 impacted first half in FY '22, sales growth moderated in the second half as higher interest rates began to impact consumer spending. With cost of living pressures continuing to impact both Australia and New Zealand he outlook for the next 12 months remains challenging. We remain confident in our ability to execute the group's strategy to perform through the peaks and troughs of this economic cycle. All right. Turning to our financial highlights. Group sales increased by 7% to a record $3.8 billion. Group normalized EBIT increased by more than 10% to $438 million. This translated into a normalized profit before tax of $391 million, which is up almost -- was up $41 million or almost 12% on FY '22. At the bottom line, statutory NPAT was up 9% to $263 million and normalized NPAT was up 12% to $274 million. Strong operating cash flow meant the group finished the position in a net cash position of $192 million compared to $13 million in FY '22. After having regard to the group's balance sheet position and target long-term bank debt gearing between 0 and 0.5x net debt to EBITDA, the Board considered it appropriate to reward shareholders by way of a $0.25 special dividend. As a result, the group paid out aggregate annual dividends to shareholders of $1.03 per share. This slide shows that in the past year, we've added over 1 million active club members to our membership base. And remember, a club member is someone who has purchased from us in the last 12 months. Our club member NPS score has improved from 65 to 67. So not only do we have more customers, they are also highly engaged with us. Currently, the group -- across the group, these active club members represent 73% of our total sales. In the context of a softer consumer environment, this is an important figure. These are shoppers who know our brands and whom we can communicate directly with, meaning we have more -- we have less reliance on casual shoppers just walking past our stores. Having broken through the 10 million active club member mark for the very first time, our goal is to continue to grow that base, but more importantly, to increase the average annual club member spend. Our store network was critical to the group's performance in FY '23 as store foot traffic rebounded following the end of the pandemic. The group opened 24 new stores in the last 12 months, a net addition of 20, taking the total number of stores to 736 across Australia and New Zealand. But investment in our store network is not just about store openings. It's also about refurbishing the network and upgrading our fleet with new and exciting formats. Supercheap Auto continued an extensive refurbishment program that saw 37 stores upgraded to our next-generation format. Rebel opened its 15th rCX store during the year, and these large format flagship stores are performing very well. In fact, since we opened our first rCX store in FY '20, the stores we have converted to the rCX format have delivered an uplift in sales intensity of over 2,000 square meters -- $2,000 per square meter. In addition to rCX, Rebel has commenced the execution of its regional store rollout strategy with 4 new stores in Ballina, Dubbo, Nowra and Tamworth. This year, BCF successfully launched its superstore format in Townsville and Kawana in Queensland. The Townsville Superstore remains on track to achieve $20 million in sales in its first year. Looking forward, our network expansion plan for FY '24 is targeting 24 new store openings, another BCF superstore and 4 more rCX conversions. On to online. Online sales declined to $445 million in FY '23 as customers increasingly reverted to in-store shopping. Online remains an important channel for our customers, representing 12% of total group sales. Click and Collect, which is our most profitable channel, accounted for about half of those online sales. Nevertheless, with 94% of transactions completed in store, our brand awareness and national footprint of stores across Australia and New Zealand remains a significant competitive advantage for the group. We are making good progress on our sustainability agenda which is focused on supporting our team and limiting the impact of our operations and products on the environment. As a group, we have set a decarbonization strategy by 2030 of zero Scope 1 and Scope 2 greenhouse gas emissions. This includes emissions generated by our operations and from the energy we use. This year, we've reduced both emission types against our F17 base by 26% through initiatives such as LED lighting upgrades, the installation of solar panels and an energy efficiency program within our stores. We've set a 40-40-20 target for Board executive and senior leadership positions by 2025 and have a number of initiatives in place to help ensure we achieve our diversity and inclusion goals. Over the next 12 months, we also plan to develop our inaugural reflect reconciliation action plan as we seek to advance the cause of reconciliation and meaning -- and deliver meaningful outcomes for our Aboriginal and Torres Strait Islander members and customers -- team members and customers. For more detail on our approach to sustainability and the progress we are making, I strongly encourage you to refer to our sustainability report. Turning to corporate strategy. And as we've reiterated at our Investor Strategy Day earlier this year, there's been no change to our approach. The group's strategy is based on 5 pillars: growing our core 4 brands, leveraging our closest to customer, connecting our omni retail supply chain, simplifying the business and excelling in omni retail. In FY '24, the group expects to spend $150 million in furthering our strategic objectives, including investments in our store development program, a new automated national distribution center, enhancements to our customer loyalty programs and developing our cyber, omni and digital capability. Now this slide provides a summary of the segment results for the full year. And now let me unpack and provide you with some more detail on the performance of each of our brands. Supercheap Auto has delivered a strong performance this year, reinforcing the reliability of the auto category and the strength of the Supercheap Auto brand. Benjamin Ward and his team have done a super job delivering a full -- a record -- delivering a record full year sales result, a record customer NPS score and a record number of fitments in-store service program. Why spend 60 minutes struggling to change your wiper blades, when we'll do it in 5. Supercheap Auto has continued to excel in customer acquisition. Having added more than 550,000 active club members to their Club Plus membership program in the past 12 months. Supercheap Auto has successfully modernized the brand with new visual identity and a new slogan, 'whoever you are, whatever you drive, make it super.' This rebranding has been extremely effective in helping Supercheap Auto appeal to a more diverse range of customers. A summary of financial performance of Supercheap Auto is set out on this slide, and I would like to make the following comments. Total sales grew by 8% to $1.45 billion. Like-for-like sales grew by 10% driven by growth in transaction volumes and higher average transaction value. Second half like-for-like sales growth was 6%, PBT margin increased by 100 basis points to 14.1%, PBT increased by 16% to $204 million. Gary Williams and his Rebel team delivered another record full year sales result for Rebel. Performance Sports was Rebel's strongest performing category, benefiting from the successful rollout of the homes of Sport format, key events like the FIFA Women's World Cup and a rebound in participation in grassroots sport. I should make special mention of Gary and his team's absolute confidence in the success of the Matildas this World Cup. 12 months ago, when he advised me how many Matildas journeys he was buying, I thought it was a typo. But come July this year, there foresight paid off, and the Matildas were our best supported team in all sports ever. Following the opening of our 4 rCX stores at Erina, Joondalup, Knox and Warringah, rebel now has a total of 15 rCX stores. It's also worth noting that rebel's top 3 performing rCX stores each achieved over $20 millions in sales this year. In addition to the rCX rollout, rebel commenced a regional store rollout by opening 4 new stores in Dubbo, Tamworth, Ballina and Nowra. We've been really pleased with the performance of these stores, and we see further opportunities in the near term for more regional store openings. On top of this, rebel has expanded women's apparel range to include P.E Nation, [indiscernible] and The Upside and launched a redesigned rebel website. A summary of the financial performance of Rebel is set out. And as you can see, total sales grew by 8% to $1.3 billion. Like-for-like sales grew by 9% riven by higher transaction volumes. Second half like-for-like sales growth was 7%. PBT margin fell by 40 basis points to 11.2%. PBT increased by 4% to $146 million. Paul Bradshaw and the BCF team not only delivered record sales result, they actually improved their sales momentum in the second half. Amongst other highlights, BCF successfully launched the new superstore format in Townsville and Kawana. The Townsville superstore remains on track to achieve more than $20 million in sales. They're all $20 million, it seems, which proves that if you're not boating, camping and fishing in Far North Queensland, you're either dead or asleep. BCF achieved 10% sales growth in the fishing category and club member sales increased to 89% of sales. In response to a competitive market, BCF is focusing on developing our portfolio of private and strategic brands to differentiate it from its competitors and to provide customers with access to exclusive products. BCF's partnerships with leading outdoor specialty brands include Yeti, Weber, Darche, Dometic and Lowrance are proving highly successful and sales from strategic and private brands now represent more than 50% of BCF's total sales. There are positive signs that this strategy is leading to growth in BCF's market share. Turning to financial highlights. Total sales grew by 1% to $840 million. Like-for-like sales were flat as higher transaction volumes were offset by a modest decline in average transaction value. Like-for-like sales grew by 3% in the second half against this backdrop, segment PBT of $51 million was a very credible result. Macpac delivered a record full year result driven by favorable weather conditions in the first half and continue to rebound -- and a continued rebound in tourism and travel activity. In FY '23, Cathy Seaholme and the Macpac team for the first time delivered sales of over $200 million, underpinned by 20% sales growth in -- sorry, 20% growth in annual customer transactions. In short, it was a very good year for puffer jackets. Macpac opened 6 stores, bringing its store network to 89 stores across Australia and New Zealand. Macpac product is now stocked in over 200 Rebel and BCF locations across Australia supporting growth in brand awareness. In terms of performance, total sales grew by 22% and Like-for-like sales grew by 24%. Second half like-for-like sales increased by 5%, noting that the first half like-for-like sales was cycling a COVID impact prior corresponding period. PBT margins increased by 280 basis points to 13.3% and reflected a 140 basis point improvement in gross margin. PBT increased by 54% to almost $29 million. This slide sets out the group's sales and like-for-like sales performance for the first 16 weeks of this year FY '24. I am pleased to report that in the first 16 weeks of FY '24, the group has delivered sales growth of 4% and like-for-like sales growth of 2% cycling a 20% like-for-like sales growth in the prior corresponding period. Supercheap Auto's performance has been driven by ongoing strength in the auto maintenance category, including higher lubricant sales following the successful best-performing oils campaign, Rebel rCX and new regional stores continue to perform well and its flagship store in Emporium Melbourne, is scheduled to open prior to Christmas. In addition, the new rebel active loyalty program will now launch tomorrow. According to our chair, which it will happen. So we'll be launching tomorrow and accelerated sales growth in BCF have been supported by contribution in new stores and increased demand in boating, fishing and water sports. Macpac is cycling 76% like-for-like growth in the prior corresponding period. Sales in travel-related categories, backpacks and luggage are growing strongly. However, unseasonably warm weather has affected sales of insulation and rainwear products. Group gross margin as a percentage of sales is modestly favorable to the prior comparative period despite the impact of weaker currency on cost of goods sold. As previously announced to the market as a result of the continued inflationary pressure on wages, rent and electricity costs, the group expects cost of doing business as a percentage of sales to increase in FY '24. Online sales represent approximately 11% of sales of FY '24 year-to-date total sales. The group has opened 6 stores in FY '24 year-to-date and remains on track to achieve its target of 24 stores opening within the period. Total active club membership continues to grow and now exceeds 10.5 million members. The group is targeting CapEx in FY '24 of $150 million to fund its store development program, the new national distribution center at Truganina enhancements to its customer loyalty programs and cyber, omni and digital capability. Super Retail Group's unique portfolio of retail brands with market-leading positions in growing lifestyle and leisure categories, large active club membership base, strong balance sheet mean the group is well placed to deliver long-term value to our shareholders. As always, the group's first half will be highly dependent on trading the peak holiday period. I look forward to updating you on our progress through the year. And I'd like again to thank you, our shareholders, for your continued support. I'd now like to hand back to Sally to conduct the rest of the meeting.

Sally Anne Pitkin

executive
#9

Thank you, Anthony. We now come to the formal items of business for the meeting. I will introduce each item of business separately and then respond to questions on that item. For each item of business, we will display the number of proxy and direct votes received prior to the meeting, and they will be shown on the screens in the room and also on the online platform. all open proxies given to me as Chair will be voted in favor of all items. So the first item of business is our financial statement and report. This is for the financial year ended 1 July 2023, together with the director's report and the auditor's report. So there is no vote on this item. Anthony and I have already shared with you in some detail the company's performance for FY '23 in our addresses, but we're very happy to now take questions from shareholders on this item. And as I noted at the beginning of the meeting, our auditor, Paddy Carney, from PricewaterhouseCoopers is here today. Questions on the conduct of the audit, the auditor's report or any of the company's accounting policies or PricewaterhouseCoopers' independence in relation to the audit can be directed to Paddy through me. Now we received a written question addressed to the auditor from a shareholder ahead of the meeting. But as it doesn't actually relate to the audit, I'll read out that question now and answer it.

Sally Anne Pitkin

executive
#10

So this question comes from Matthew Rolloson, who asks what regional centers in New South Wales are in the next phase of expansion for Rebel and is Goulburn, New South Wales on the map. Thank you, Mr. Rolloson. Look, at this stage, from Goulburn, I suspect. At this stage, Goulburn isn't on the store rollout plan for rebel. The next stores in the regional rollout are [indiscernible], Bathurst and Wodonga, all of which we hope will be open by the end of next calendar year. Goulburn residents wanting to visit a rebel store could consider the trip to either Mittagong or Canberra. And while I wouldn't favor one store over the other, I do note that we've opened a new rCX store in Canberra Civic in the CBD. And that new format is very exciting. Across the group, too, I'm pleased that we have a very successful Supercheap Auto and BCF stores in Goulburn. Now we have another question that has been received in advance of the meeting. And this question comes from Tania Harrison, who asks, is SRG able to offer a method of buying back small shareholdings from employees. Because Ms. Harrison, there appears to be no simple way to sell the shares and she sees this would help lessen the number of shareholders and simplify administration. Thank you for the question, Ms. Harrison. We actually have in place a process for selling those holdings, and that process is through Link Market Services. So they can help you with the sale of any of your Super Retail Group shares, and we have a 1-800 number for you to contact Link Market Services. That number is 1-800-085-583. So they were the only written questions we received ahead of the meeting. So I'd now like to ask shareholders who are here in person if they have any questions.

Unknown Attendee

attendee
#11

My name is Paul Donahue, and I'm assisted today by Elizabeth Hemphill. We represent the Australian Shareholders Association, and we're holding 136,000 proxy votes from 42 retail shareholders. First of all, a comment rather than a question. Note last year that the format for the AGM was a physical only with a view only webcast, this year it's hybrid. So thank you very much for doing that. It makes it much easier for shareholders to participate from wherever they are. So thank you. My question is about the club loyalty scheme. So looking at some of those very impressive numbers you've got there about how many of your customers are in the club schemes and how active they are and what the high percentage of sales come from them. So I'm very encouraged to see the investment you're making in the loyalty program and personalization and the rollout of different targeted loyalty schemes for each brand. So my question is, are all those different loyalty programs running on some enterprise platform that just looks different for each brand? Or is there -- are they separate IT systems under the covers?

Sally Anne Pitkin

executive
#12

Thank you for the question, Mr. Donahue, and thank you for the comment on the hybrid meeting. We certainly hope to continue hybrid meetings now into the future. Our loyalty programs understandably need to be able to respond to the wishes of our customers and the different products in each of the brands. So yes, you're quite right. They look very different at the front end, but they're powered by one engine, so to speak, at the back.

Unknown Attendee

attendee
#13

Just sort of a follow-up question to that. Other pools of customers in those loyalty schemes for each brand, are they separate pools of people? Or do you see some sort of crossover where Supercheap customers are buying at rebel or things like that?

Sally Anne Pitkin

executive
#14

The customers are loyal to that brand. But yes, some of the customers for example, at BCF also shop at Macpac. We're very conscious, though that we need to be respectful of how the customers want to engage with us. And so we're very careful not to be inundating customers with information about other brands when they've signed up, say, to the BCF loyalty program. But Anthony, do you want to add any more color to that?

Anthony Heraghty

executive
#15

Yes, the arithmetic of $10.5 million and a $25 million population would mean that you have some crossover. But they are -- because every single member has to purchase to be active to be candidates and active, you can treat each of the memberships as discrete. So the answer is sort of both ways.

Sally Anne Pitkin

executive
#16

Thank you, Mr. Donahue. Can I just check Mr. Donahue that there are no other questions from people in the room? And if there are not, I'll certainly -- you should feel free to continue. Mr. Mangan has a question.

Unknown Attendee

attendee
#17

I'm wondering if you could give us some more detail around the online figures. I mean online was looking -- not that long ago as to that was a great growth area. I'm wondering if the -- you're so good at this, some loyalty programs and the memberships that's encouraging people to come into stores instead of online? Have you got any breakdown on demographics? I'm just -- and COVID was supposed to drive us all online as well. So it's sort of counterintuitive to think that online is not growing as quickly as we might have thought.

Sally Anne Pitkin

executive
#18

We expected for online to come back post the pandemic as people wanted to get back into stores and explore their connection with the brand through the store. But we still see growth in online. And going forward, I think we can expect online sales to be in the 20s in the future on a pretty steady state.

Unknown Attendee

attendee
#19

[indiscernible] not buying online.

Anthony Heraghty

executive
#20

Well, I think your comment around the impact of COVID on online consumption is entirely correct. It actually encouraged a lot of Australians and New Zealanders to buy online. And more or less, they've stayed. It's just that the stores have just -- have reopened. So Chair is entirely correct. You see online sales -- online sales as a percent of total sales has increased. We'll see a dip and then it will reacquire its growth rate and find itself back to 20%. And on those numbers, I think we can reasonably expect all demographics participate in online because they appreciate the convenience of either click and collect and delivery. So I think we have -- we're sort of blipping COVID, but ultimately, that trend still exists today.

Sally Anne Pitkin

executive
#21

Thanks, Anthony. And of our online sales, we still have a very high percentage of those online sales being click and collect. Our customers like to go to the stores to engage with our team members, pick up the item they've purchased online and have a look to see what else they might like. Thank you, Mr. Mangan. Other questions from the floor, please.

Unknown Shareholder

shareholder
#22

My name is Reece Burke. I'm a local shareholder. I've got 2 questions. My first question, I just like to commend you guys on operating a good business like with no bank debt. So I've just got a question in the cash flow statements. There's -- under the financing, you've got proceeds from borrowings and repayment of borrowings of like an exact same amount for last year and this financial year. That's that question. And my second question.

Sally Anne Pitkin

executive
#23

Sorry, Mr. Burke, it would be very helpful because you've got the annual report there. Could you just tell me what page you're on there?

Unknown Shareholder

shareholder
#24

96.

Sally Anne Pitkin

executive
#25

96. Thank you very much. But please go on. I'll just get to that page.

Unknown Shareholder

shareholder
#26

And my second question with Supercheap being such a good business as well. I'd just like to get your ideas on either the risks or opportunities from electric vehicles going forward?

Sally Anne Pitkin

executive
#27

Thank you, Mr. Burke for those questions. Addressing the second one first, we see electric vehicles as an opportunity, a great opportunity and the team have been building a business plan to capture that opportunity. I know Anthony would be happy to share some of the specifics that are top secret, Anthony. And we can just deal with that cash question.

Anthony Heraghty

executive
#28

Okay. Yes, EV is net opportunity for Supercheap Auto. Reason for that is that an EV car still needs to be washed, still needs bulbs. It also still needs a 12-volt battery. It also doesn't need 1 oil filter, it needs 2 because there's transmission oil. And it needs fluffy dice, which is what we sell to our customers. We're not a B2B player in auto, we are a B2C player in auto. So it's -- we think for EVs, it's a net opportunity. The second point I'd make is the penetration of EVs as part of the total car park will be slow. I wouldn't reasonably expect that we will all be driving EVs quickly. So that transition was a net opportunity for the company is one that will happen slowly, which means we've ample time to prepare. On your second question, that relates to the seasonal debt that the business engages in as we go through the retail cycle. So at this time of year, we have the business ingesting enormous amount of stock for peak we will carry debt over this period. And obviously, as we start to decrement that stock, that will turn to cash and then pay that debt off. So it's just simply the seasonal debt profile of the business, which is unique for all retailers.

Sally Anne Pitkin

executive
#29

Thank you, Mr. Burke. And your experience is the same as mine. I can't go into an SCA store without coming out with wonderful car cleaning products, a lot of which I've got lined up in the garage and the car is still dirty. But there you go. Another question, please?

Unknown Attendee

attendee
#30

Just inquiring about the bricks and mortar, we have in all the stores and the warehouse in Truganina, wherever that is.

Sally Anne Pitkin

executive
#31

Victoria.

Unknown Attendee

attendee
#32

Victoria, is it. There you go as long as it's got a main road, so we can get suppliers through. But how much of the stores that we own or do we lease all of them?

Sally Anne Pitkin

executive
#33

We lease all of our stores and the distribution centers.

Unknown Attendee

attendee
#34

Yes. So you can do the tax thing. That works out well.

Sally Anne Pitkin

executive
#35

Any other questions from the floor Mr. Donahue, please.

Unknown Attendee

attendee
#36

My question is about the sustainability report. So it's a very engaging read and you're obviously making a lot of progress in that space and some very concrete examples of reducing your emissions and effectively cycling and engaging with First Nations and environmental groups like [indiscernible], et cetera. My question is about the Scope 1 and Scope 2 emissions. So Scope 1 being emissions from doing business, Scope 2 being mainly energy that you're buying. Combined, the trend is down very nicely. But if you look at Scope 1 on its own, it has been going up for the last 3 years, and it's jumped up quite significantly, I think post COVID. Just wondering if you got any insights into that?

Sally Anne Pitkin

executive
#37

Certainly coming out of COVID when everything was gearing up, again, transport trucks on the road, all of those things, our Scope 1 certainly has increased. We are, today, though still lower than we were back pre-COVID. But yes, the focus is on now how we get that into a downward trend -- sustainable downward trend going forward. Any other questions from the floor? No. So let's go now to taking written questions from the online platform. And the moderator is telling me we don't have any questions on the online platform. So let's now see if we've got any shareholders who are joining us by telephone, who would like to ask a question.

Operator

operator
#38

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#39

Thank you, moderator. So we'll now move to Item 2 of the agenda, which is the adoption of the remuneration report. You can find the remuneration report on Pages 60 to 91 of our annual report. And this report sets out the remuneration arrangements in place for directors and senior management during the period and it also reports on the Board's assessment of management's performance during the period against the objectives that we set for management at the beginning of the year. The vote on the remuneration report is advisory However, I can assure you the board always considers the result of this vote as it reviews our remuneration policy and practices in the future. The group did produce a very strong set of financial results in FY '23 and as Anthony said, delivering another year of record sales. And so by design, the reward outcomes -- the remuneration reward outcomes reflect those results. And the Board believes we are appropriately rewarding executives for their contribution to the success of the group through delivery of both short-term milestones and long-term sustainable value to you, our shareholders. So the Board recommends that shareholders vote in favor of item 2. I'd now like to open it up to questions. Do we have any questions from the floor on item 2.

Unknown Attendee

attendee
#40

So my question is related to CA's remuneration and particularly the mixture of cash versus equity. So I noted in the Rem Report there's a statement to the effect of you're trying to increase the equity side of that, which is reassuring. I think in FY '22, the equity was -- 36%. In FY '23, that had gone to 44%, so quite a big jump. And it's proposed in -- sorry, in FY '24, it will go to 46%. So heading up towards 50%. My question is, is there a goal in mind? Are you aiming for 50% or more in equity? Or is it just trending up?

Sally Anne Pitkin

executive
#41

There's no specific goal in mind Mr. Donahue because each year, we look at the whole remuneration framework in the context of benchmarking reports, practice in the market and we make an assessment. You're right, though, it's been the Board's view that to lift the percentage of the total remuneration that is it's at risk but rewarded in equity is very important to align the interest of our senior executives and particularly our Managing Director with the -- with shareholders. We think at just over 46%, which is both the LTI component and the deferred equity component of the STI that we've got that right, but we will look at it with fresh eyes come next year. Are there any other questions from the floor? So let's go now to written questions on the online platform. And because I've got a big screen in front of me here and the moderator is telling me there are no written questions by the online platform. So I will now ask the moderator, whether there are any questions on the telephone.

Operator

operator
#42

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#43

Thank you, moderator. So I will now put the resolution for item to the meeting for voting. The direct voting and proxy position for item 2 will now appear on the screen. In accordance with the voting exclusion statement in the notice of meeting, the company will disregard votes cast by certain persons on this item. So if you have not yet completed your voting card for Item 2, could you now do so. So I will now move to the third item of business for the meeting, and that is Item 3.1, which is the election of Mark O'Hare as a Director of the company. having been appointed by the Board as a Non-Executive Director on for April 2023, Mark offers himself for election. Information regarding Mark's background and experience is set out in the Notice of Meeting. Mark is a member of the Board Audit Committee and the Board, with Mark abstaining, recommends that shareholders vote in favor of Mark's election as a director. But -- and of course, as is our usual practice, I would now like to invite Mark to address the meeting briefly in relation to his nomination. Thank you, Mark.

Mark O’Hare

executive
#44

Thank you, Sally, and good afternoon, fellow shareholders and others who are in attendance. Thank you for providing me with the opportunity to make a short statement in support of my election as a Non-Executive Director of Super Retail Group. I joined the Board as Sally mentioned, in April of this year as Reg Rowe's nominated replacement following Reg's decision to retire from the Board some 50 years after he started the business. I'm a member of the Board Audit Committee and prior to September of this year, a member of the Audit and Risk Committee. While I have only been on the Board for about 6 months, I have been following the business very closely for more than 3 decades, probably 3.5 to be exact, through my long association with Reg, in my first met back in 1988. As Reg's long-term business adviser, I feel deeply privileged to have witnessed the company's growth story unfold. I have observed Super Retail Group expand from a privately owned auto parts and accessories business to Australia's leading lifestyle retailer, home to many of the best-known brands across Australia and New Zealand. As well as being a chartered accountant and experienced business adviser with Grant Thorton, where I was a partner for more than 32 years, I'm Chairman of the advisory group for Re-Grow Capital, the Rowe Family's Private Investment Group. In my time with Grant Thornton, I advised an array of businesses across a range of sectors and have seen firsthand what works and what doesn't succeed in a commercial environment and why those outcomes are what they are. With this firmly in mind, I can say I'm very confident about the future prospects of our company and its capacity to manage future challenges. As a long-term shareholder in Super Retail Group, I have a strong desire to contribute to the enduring success of the business, including fostering the team-first culture Reg has instilled over generations. I have enjoyed collaborating with the Board over the past 6 months and look forward to a meaningful contribution to the business, subject to your vote today. Thank you again for your time this afternoon.

Sally Anne Pitkin

executive
#45

Thank you, Mark. So I will now respond to questions on Item 3.1. We did not receive any written questions from shareholders on this item in advance of the meeting. But I'd now like to take questions from the floor. Are there any questions from shareholders. Yes, Mr. Donahue.

Unknown Attendee

attendee
#46

My question is for Mark.

Sally Anne Pitkin

executive
#47

You have to address the questions to me as a Chair, please, Mr. Donahue. Thank you.

Unknown Attendee

attendee
#48

Okay. Obviously, Mr. O'Hare has got a long history with Super Retail Group and with Mr. Rowe, which is fantastic and obviously very relevant skills and experience. I noticed in the bio that you had in the notice of meeting, your understandably very focused on Reg's interest and your nonindependent director, so I get that. That focus is quite welcome. We find some directors have a lot of director roles they can sort of take up demands on the time. Is your intention to maintain that focus or now that your director's role like this? Are you planning maybe to move on to other boards?

Sally Anne Pitkin

executive
#49

Thank you for your question, Mr. Donahue. And it's a very relevant question that directors ask of anyone who's about to join the Board because you're right, making sure that directors have capacity to undertake this very significant responsibilities is a key. So when Mr. O'Hare Here was joining the Board, he indicated to me that being a nominee director on this board together with the work that he does with the Re-Grow Group fully occupies him as well as, of course, some leisure activities, I'm sure. But -- and I don't expect that to change in the near future. Are there any other questions from the floor? So we don't have any written questions via the online platform. So I will just check with the moderator to see whether there are any audio questions.

Operator

operator
#50

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#51

Thank you, moderator. I will now put the resolution for Item 3.1 to the meeting. The direct voting and proxy position for item 3.1 will now appear on the screen. If you have not yet completed your voting card for this item, could you please do so now. So moving now to Item 3.2, which is the reelection of Annabelle Chaplain as a Director of the company. Having first been appointed as a Non-Executive Director on the 31st of March 2020, Annabelle offers herself for reelection. Information regarding Annabelle's background and experience is set out in the Notice of Meeting. And as I mentioned earlier, Annabelle is the Chair of the newly formed Board Risk & Sustainability Committee. Annabelle is also a member of the Board Nomination Committee. The Board, with Annabelle abstaining, recommends that shareholders vote in favor of Annabelle's reelection as a director, and I would now invite Annabelle to address the meeting.

Annabelle Chaplain

executive
#52

Good afternoon, ladies and gentlemen. Can you hear me? Okay. Yes. Great. Thank you for the opportunity to address today's meeting in support of my reelection as a Non-Executive Director. I joined the Super Retail Group Board in March 2020 as the company like the rest of the world was responding to the impact of the pandemic. From day 1, I was impressed by the commitment, the care and the agility of Super Retail Group's team members in the face of the unprecedented volatility that was unfolding at that time. That admiration continues to this day. During my tenure, the Board has remained focused on strong governance and delivering for shareholders while supporting management to strengthen our connection with customers. A strong value-driven mindset instilled by founder Reg Rowe, remains a fundamental theme in our Board's considerations. I'm currently Chair of MFF Capital Investments Limited, Canstar Pty Ltd. and a Non-Executive Director of Seven Group Holdings. With extensive director experience across companies covering retail, fintech, industrial services, property and infrastructure sectors, both in Australia and internationally. I bring these insights to board discussions. Given the dynamic nature of the retail sector, I believe my ability to quickly assess strategic considerations and evolving risk represents a fundamental part of my skill set. At Super Retail Group, I'm currently Chair of the Board Risk and Sustainability Committee, as Sally just mentioned, and a member of the Board Nomination Committee. Until assuming the role of Chair of the Board Risk & Sustainability Committee, I served as a member of the Audit and Risk Committee. I have a great deal of confidence about the future prospects for Super Retail Group. I have strong alignment with the values of the group, and I firmly believe that our strategy backed up by a strong management team can continue to deliver for shareholders. By nominating for a new term, I'm offering continued good governance and stability at a board level for Super Retail Group. I look forward to subject to your vote to continuing to make sure that strong and thoughtful contributions are made to the Board as we continue to pursue sustainable growth for the group. Thank you very much.

Sally Anne Pitkin

executive
#53

Thank you, Annabelle. I'll now respond to any questions there might be on Item 3.2. Are there any questions from the floor? So there are no questions from the floor. The moderator is advising me there are no questions from the online platform. And I'll now turn to the moderator to see whether there are any audio questions.

Operator

operator
#54

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#55

Thank you, moderator. So I will now put the resolution for Item 3.2 to the meeting. The direct voting and proxy position for this item will now appear on the screen. And again, now it's the time to complete your voting card if you haven't already done so. I will now move to the next item of business. Item 3.3 is for the reelection of Howard Mowlem as a Director of the company. Howard was first appointed as a Non-Executive Director on the 13th of June 2017 and now offers himself for reelection. Information regarding Howard's background and experience is set out in the Notice of Meeting. Howard is the Chair of the Board Audit Committee and a member of the Board Human Resources and Remuneration Committee. The Board with Howard abstaining, recommends that shareholders vote in favor of Howard's reelection as a Director. And I now invite Howard to address the meeting.

Howard Mowlem

executive
#56

Thank you, Sally. Good afternoon, shareholders. My name is Howard Mowlem, and I'm in my seventh year as a member of the Super Retail Board having joined the company in June 2017. And when I didn't need glasses to read my speech, I might have. Today, I'm seeking your support for my reelection as a Non-Executive Director. My background as an executive in the retail industry spend more than 25 years, working predominantly but not exclusively in finance roles based here in Australia and also for more than a decade in Asia. I've been a director of public companies for 20 years with Board experience at entity is listed on the Australian Stock Exchange and also the London and Singapore stock exchanges. Throughout my directorship at Super Retail Group, I've been Chair of the Audit and Risk Committee as it was then called currently, they are now reverting to the Audit Committee, a position which I've also held at other companies. I'm currently also a member of the Human Resources and Remuneration Committee. I believe my experience as both an executive and as a non-executive director, enables me to be able to contribute positively to the Board's deliberations and to provide valuable insights to the group more generally as we navigate the challenges and opportunities faced by the wider retail sector. To take just 1 example of how we've met the sectoral challenge, I recall when I first joined the Board, the concern in the market about the arrival of Amazon in Australia with predictions that traditional brick-and-mortar retailers would go backwards and that returns for their shareholders would be limited. In fact, our company has embraced the changes of digital retailing and has prospered both as a traditional and as an e-retailer. I'm proud to have played a part in the Board and management group that helped achieve this. Like my fellow directors, I'm confident the Super Retail Group has the ability to continue to devise and execute strategies that will benefit both shareholders and our wider community. On a final note, following the recent retirement of our founder, Reg Rowe, it's been kindly pointed out to me that I now have the greatest lived experience, which is code for being the oldest member of the Board. So this would be my last time to ask for your support in reelection. I have committed that if elected, I will, in due course, participate in a smooth transfer to a successor for my Board and committee responsibilities. Thank you for your past support and the privilege of serving as a director on this super company. Thank you.

Sally Anne Pitkin

executive
#57

Thank you, Howard. I'd now like to respond to questions on Item 3.3. We did not receive any written questions from shareholders in advance of the meeting, but I'm happy to take questions now from the floor. We have no questions from the floor, and we have no questions on the -- we have no written questions via the online platform. So I will now ask the moderator as to whether we have any questions over the phone moderator.

Operator

operator
#58

Chair. There are no audio questions at this time.

Sally Anne Pitkin

executive
#59

Thank you, moderator. I will now put the resolution for Item 3.3 to the meeting. The direct voting and proxy position for this item is now on the screen. And again, now is the time to vote if you haven't already done so. I will now turn to the next item of business, which is Item 4 and that relates to the grant of 126,825 performance rights to our Group Managing Director and CEO, Anthony Heraghty under the employee equity incentive plan. That's our long-term incentive plan. And we seek this approval under ASX Listing Rule 10.14 and the terms of the approval that we're seeking are set out in detail in the notice of meeting. The Board, with Anthony abstaining, recommends that you vote in favor of this resolution. Are there any questions from the floor on this item, and I note that we did not receive any questions in advance of the meeting on this item. No questions from the floor, and we do not have any questions -- any written questions via the online platform. Moderator, are there any questions over the phone.

Operator

operator
#60

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#61

Thank you, moderator. So I will now put the resolution for item 4 to the meeting. Again, as per the previous items, the direct voting and proxy position for item 4 are now on the screen, and now is the time to complete your voting card if you haven't already done so. So I will now proceed to the last item of business for this meeting. Item 5, and this relates to the proposed increase of the Non-Executive Director fee pool from $1.5 million to $2 million per annum. This approval is being sought under ASX Listing Rule 10.17 and the details are set out in the Notice of Meeting. Given the interests of your Board, the non-executive directors in this item, we do not make a recommendation to you on how to vote on this item, but I'm very happy to take questions. Are there any questions from our shareholders in the room? Yes, Mr. Donahue.

Unknown Attendee

attendee
#62

The Notice of Meeting explains the rationale behind the increase in the director fee pool. And if I understand it correctly, one of the main drivers is to allow some headroom for the board renewal process so they can bring on new directors as other directors transition. That makes perfect sense. And I also note that the fees for directors haven't gone up at all this financial year. So I think it must be the only thing in this inflationary world that isn't going up. So congratulations on that. But such as a nature of inflation that once something goes up, it never goes down again. So if the fee pool goes up to respond to a temporary increase in the same way that the company borrows money for a temporary increase in inventory needs. What assurances are there that the director's fees might not grow faster than normal afterwards.

Sally Anne Pitkin

executive
#63

Thank you for the question, Mr. Donahue. So at the moment, as you've observed, we're getting close to the fee cap, particularly with the introduction of the new committee. And we do need the flexibility to respond, as you have said to the transition of the Board renewal process and a possible increase in the size of the Board going forward. We review our directors' fees each year by looking at benchmarking. When we did the review in FY '23, we didn't see, according to the benchmarking, what else we could observe in the market that there was justification for increasing nonexecutive director fees, so have left them, as you observed, as is for FY '24. It is something we look at each year, but we take a very measured and conservative approach to any increase in the base fee or committee fees. But there may well be increases in those fees in the years to come. But I wouldn't expect that we would need to come back to shareholders for any increase in the fee pool for a number of years. Thank you. Are there any other questions from the floor? We didn't -- sorry, we did not receive any questions in advance of the meeting on this item, and we do not have any written questions via the online platform. Moderator, are there any questions on the telephone.

Operator

operator
#64

Chair, there are no audio questions at this time.

Sally Anne Pitkin

executive
#65

Thank you, moderator. So if there is no further discussion on this item, I will put item 5 to the meeting for voting. The direct voting and proxy position is shown on the screen. And in accordance with the voting exclusion statement in the Notice of Meeting, the company will disregard votes cast by certain persons on this item. So please complete your voting card now on this item if you have not already done so. As we move towards the close of this meeting, I'm wondering whether any shareholder may have any final questions or comments. Very happy to take them. Thank you, Mr. Burke.

Unknown Shareholder

shareholder
#66

One more question. Just wondering if the company at any stage in the future may be looking at using some of your free cash flow for any share buybacks. If you can comment.

Sally Anne Pitkin

executive
#67

Well, as you know, we have a capital management program, which enabled us to pay this fully-franked special dividend this year. We are certainly biased towards using our franking credits. And given the debt position, as you've observed, our strong cash flow and hopefully, continuing strong business performance, we will be keeping all capital management under review. The levers for doing capital management are reducing. A special dividend is one, but we look at all options when we -- as part of our capital management review, which we will be reviewing next year as we come to the end of the financial year. Well, if there are -- sorry, please.

Unknown Shareholder

shareholder
#68

Jim, I'm a long-term shareholder. I've been a shareholder since the company listed publicly. Often, people come along to Annual General Meetings to complain. I'm not doing that. I'm coming along here to congratulate the Board, the management team and the whole team of Supercheap for the wonderful work that they have done. And I think our shareholders were fairly fortunate, we're in capable hands. Also like to thank Reg Rowe for what he's done for the company where it started 50 years ago to where it is today, is a marvelous achievement so well done.

Sally Anne Pitkin

executive
#69

Jim, thank you very much for those comments. They're greatly appreciated. Are there any other questions or comments. No? Well, then that does bring us to the conclusion of our meeting. I'd like to thank everyone for those attending in person, but also for those attending online. A reminder to please put your completed voting cards in the ballot box and Link Market Services are here to help anyone who needs any assistance. And for those attending online, you've got to finalize and submit your votes by clicking that important submit vote button. Polls will remain open for the next 10 minutes, and we will announce the results of the poll to the ASX as soon as practical this afternoon. On behalf of the Board, I would like to thank you for your attendance and your participation. We really value this opportunity to meet with you, our shareholders. And I hope for those of you in the room, you can now join the Board and senior management team for some light refreshments. I now declare the meeting closed.

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Programmatic access to Super Retail Group Limited earnings transcripts and 253,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.