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

October 29, 2026

ASX AU Consumer Discretionary Specialty Retail shareholder_meeting 77 min

Earnings Call Speaker Segments

Judith Swales

executive
#1

Good morning, everyone. I'm Judith Swales, Chair of Super Retail Group, and I'm delighted to welcome you to the 2026 Annual General Meeting of Shareholders. I note that a quorum is present, and I formally declare the meeting open. Super Retail Group has connections with our Aboriginal and Torres Strait Islander people across Australia through our customers, our team members, partners and the communities in which we operate. These connections are an important part of who we are as an organization and reflect our ongoing commitment to the communities that we serve. We recognize the Turrbal and Jagera people who are the original custodians of the land from where I speak today. For those attending in person, we have emergency procedures for this venue. The emergency exit for this room is via the door behind you, where you will then proceed to the stairs located in the central atrium of the building, down to the ground floor and exit via the front door. In the event of emergency, 1 of 2 alarms may sound. The alert sound is a warning beep. If this alarm sounds, please check your surroundings and stand by for further instructions. In the unlikely event we need to evacuate, a whoop, whoop alarm will sound and everyone should evacuate using the nearest safe exit, the lift should not be used in the event of an evacuation. Please proceed to the evacuation assembly point, which is the grass area at the southeast corner of the building. As a courtesy, a reminder for mobile phones to be on silent or turned off during this meeting. All that out of the way, it is a pleasure to welcome shareholders joining us in person at our Strathpine office today as well as those participating virtually through our online meeting platform. We are pleased to once again hold our Annual General Meeting in a hybrid format, providing shareholders with greater flexibility and additional opportunities to participate in the meeting. The Notice of Meeting has been distributed to shareholders and I take it as read. I would now like to introduce my fellow directors and one of our company secretaries. Starting on my far right, we have non-executive directors, Peter Everingham, who is Chair of the Board Human Resources and Remuneration Committee. We have Penny Winn. We have Mark O'Hare, who is standing for reelection today; and Anna Sandham, who is one of our company secretaries. On my far left, we have non-executive directors, Kate Burleigh, Colin Storrie and we have Annabelle Chaplain, Chair of the Board Audit, Risk and Sustainability Committee, who is standing for reelection today and we have Paul Bradshaw, our Group Managing Director and CEO. Members of our executive leadership team are also in the audience today. Representing our external auditor, Ernst & Young, we have lead audit partner, Lisa Nijssen-Smith and Justin Feiereisel present, who are sitting in the front row. The meeting will now proceed as follows: I will begin by reflecting on some of the key highlights from the past financial year. Paul will then take you through the group results and activities for FY '26 in more detail and provide a trading update. I will then explain the process for asking questions, and we will then proceed with the formal items of business for the meeting, which are set out in the notice of meeting, and I will explain the process for voting. The meeting is being webcast live via the online platform and a recording of the meeting will be made available on our website as soon as practical after the meeting. When we met at this time last year, I said that while the retail outlook remained uncertain, the Board was optimistic about the group's future over the medium and long term. 12 months on, I want to use my time today to update you, our shareholders, on the progress we have made and why our optimism for the future remains as strong as ever. FY '26 was a year of considerable trading complexity. And while we anticipated uncertainty, I think the scale of the headwinds was considerable. Our brands operated through the impacts of the conflict in the Middle East, rising interest rates and increasing cost of living pressure on household budgets. I'm pleased to let you know, however, that against that backdrop, our business did not stand still. During the year, we welcomed our new Group Managing Director and Chief Executive Officer, refreshed our leadership -- executive leadership team, released our new 5-year strategic arc, and deployed significant capital to strengthen the group's foundations for the long term. None of that would have been possible without our 15,500 team members across Australia and New Zealand and China. Before I go any further, on the behalf of the Board, I want to thank every member of our team for their passion and their commitment to serving our customers through what was such a demanding year. I'd like to begin today with leadership. The Board wishes to express its gratitude to David Burns, who stepped in as Interim CEO and Managing Director of our business last year during our leadership transition. David has been an outstanding CFO for our company for 13 years, and we wish him very best in his retirement. In November 2025, Paul Bradshaw commenced as Group Managing Director and Chief Executive Officer. We are delighted with the manner in which Paul has hit the ground running, bringing great energy to our business and acting quickly to sharpen our collective focus on our customers. Under Paul's leadership, we've seen a relentless team-wide focus on day-to-day retail execution, the realization of cost efficiencies, allowing us to reinvest into our customer offer, the navigation of our brands through the uncertainty that's arising from instability in the Middle East and the establishment of a refreshed executive leadership team which pleasingly brings together a combination of deep group experience with new external expertise and the development and release of our new 5-year strategic arc. The Board is confident that this new leadership team has the capability to lead Super Retail Group into its next phase of growth. And that brings me to strategy. Our previous 5-year strategy served shareholders well, underpinning a period of sustainable growth. As I foreshadowed at last year's meeting, the Board actively engaged with management in developing the new strategy. The new strategic arc, which was announced in June, puts the customer at the center of everything we do. It sets out a clear path to capture more of the group's $65 billion addressable market by growing in our core categories and expanding into adjacent ones. Critically for you, our shareholders, it's important to note that the strategy leverages the strength of our model, our 4 iconic brands and the capital investments we've already made in loyalty, omnichannel, digital capabilities, our network and our team. I think the executive leadership team for the effort they put -- thank them for the effort they put in to building this road map. The Board and leadership team are firmly aligned on the group's strategic priorities as we move into FY '27 and beyond. And Paul will speak to those priorities in more detail shortly. I'll now turn to our financial performance, which Paul will outline in greater detail. Notwithstanding the challenges thrown at our team over the past financial year, we delivered group sales of $4.2 billion, a normalized profit before tax of $306 million. We increased our loyalty base by 5%. We now have 13.1 million active club card users. We continue to improve our safety performance with TRIFR improving from 12.1 in FY '25 to 10.9 in FY '26. The Board remains focused on disciplined capital management, directing capital to strategic projects that strengthen the group over the long term and allow us to meet customers where and how they want to shop. This focus on capital allocation reflects the history of Reg Rowe and his family, and I am honored to continue that focus today. Our new distribution center at Truganina in Victoria is a clear example. It is now the largest inventory location in our network. It simplifies how product flows through the business and improve stock availability in stores. So we can serve our stores and online customers more efficiently and at scale. For customers, that means better access to the products they want, for our teams in store, it means faster replenishment and more time to spend on service. Investments of this nature are critical to building a more productive, scalable and profitable Super Retail Group. We're also mindful of the need to ensure our core systems remain fit for purpose as the group continues to grow and evolve. Over the coming years, we'll continue to invest in modernizing our enterprise technology platforms, enhancing the way we buy, move and sell products across our brands while improving efficiency, scalability and customer outcomes. The Board and management are aligned in the importance of these foundational investments. They are critical to supporting the long-term sustainability of the group's earnings strengthening our competitive position and enabling future growth. While these initiatives are expected to deliver significant benefits over time, we recognize that the capital required will likely place some pressure on returns in the near term. We believe this is a prudent investment in the future strength, resilience and value of the group. The Board determined to pay a fully franked final ordinary dividend of $0.33 a share, together with the interim ordinary dividend of $0.32 a share, shareholders received aggregate ordinary dividends of $0.65 a share for FY '26. This is at the upper end of our dividend payout policy. Over the past 5 years, operating cash flow has funded both our capital expenditure program and our ordinary dividends with excess cash returned to you through special dividends up until FY '25. The group remains highly cash generative. Our capital management framework set out as part of our new strategy is designed to balance growth and returns while preserving the strength and flexibility of our balance sheet. Beyond our financial performance, we made meaningful progress towards building a responsible and resilient business, which means its impact on the planet and enables our team members to do their best work. During the year, the group completed a refresh of our 2030 sustainability framework, which will guide our approach from FY '27 onwards. This updated framework positions our sustainability priorities around the issues most material to our business and our stakeholders. Over the past 12 months, we took positive steps towards achieving key measures in our framework including safety, reconciliation, gender diversity, water diversion, decarbonization and climate. I also want to recognize the contributions our team members make in the communities where we operate. It is the contribution in which our shareholders can be proud. Across our 4 brands, we raised more than $3 million in FY '26, the causes that reflect the passions of our customers and our team members. In June, Supercheap Auto passed $1 million in donations to Beyond Blue since 2021. rebel's partnership with Lifeline has now raised more than $3.7 million supporting Lifeline's 24/7 crisis services. And BCF continued its partnership with the Clontarf Foundation, helping Aboriginal and Torres Strait Islander students explore future career pathways. And Macpac's Fund for Good supported by 4.7 million plastic bags refused by customers since 2018, provided grants to 33 organizations. This year, we launched our Innovate Reconciliation Action Plan for 2026 to 2028, making a shift from building awareness to embedding meaningful action across the business. We've also commenced preliminary work on an indigenous procurement strategy to support economic participation. Now I'd like to turn to governance. Last year, I outlined the Board's work in strengthening our governance and processes, and I am committed to continuous improvement in how we govern or listen and lead. That work has continued through FY '26. During the year, we reviewed and updated our code of conduct to strengthen clarity of expectations and reinforce accountability across the group. We also reviewed the structure of our standing committees, reflecting the growing importance of Board oversight of sustainability and climate-related reporting, we combined the Board Audit Committee and the Board Risk & Sustainability Committee into a single Board Audit, Risk and Sustainability Committee, which became effective on the 1st of September this year. The company also maintained its employer of choice for gender equality citation from the Workplace Gender Equality Agency, reflecting deliberate action on leadership accountability, talent and capability. And we updated our policy on the selection appointment and reelection of directors to support sustainably balanced gender representation on the board. Today, we have Annabelle Chaplain AM standing for reelection as an independent Non-Executive Director and Mark O'Hare as a Non-Executive Director. Both have made significant and valuable contributions to our Board over the past 6 and 3 years, respectively. Annabelle brings exceptionally strong experience in audit, risk and sustainability and her insights and guidance are sincerely appreciated by myself and our Board. At a time of rapid change in retail, her skills are more valuable than ever. Representing our major shareholder, the Rowe family, Mark brings 3 decades of experience as a partner at Grant Thornton. Mark has had a front row seat in witnessing the company's journey, has worked with Reg and his family for 40 years and makes an important contribution to our board deliberations. I ask for your support to reelect them to the Board. I want to also take this opportunity to thank my fellow Directors for their counsel and commitment over the past year. Looking ahead, the Board is confident that the group's refreshed leadership team and 5-year strategy provide the right foundations to pursue an ambitious growth agenda, with 4 trusted leading brands in Supercheap Auto, rebel, BCF and Macpac, wonderful team members across Australia and New Zealand and China, a strong loyalty base and a resilient omni retail model I believe we are well placed to grow and to deliver sustainable value for you, our shareholders. Thank you to our customers, our team members and our shareholders for your ongoing support. I will now invite Paul Bradshaw to address the meeting.

Paul Bradshaw

executive
#2

Thank you, Judith, and good morning to everyone for attending both in person and online. I'm now almost 12 months into the role of Group Managing Director and CEO at Super Retail Group, and it is a privilege to lead this company I care about and believe in so deeply. Over the previous 5 years as Managing Director of BCF, I've seen firsthand our team's commitment to putting customers at the heart of everything that we do. It's a focus that goes back to 1972 when our founder Reg Rowe and his wife Hazel launched a small mail-order car accessories operation that later became Supercheap Auto. My vision is to carry that same resolve going forward to meet our customer needs wherever and however they want to shop with us. This morning, it is my pleasure to provide you with an overview of the 2026 financial year and an update on our year-to-date trading performance. At the outset, I want to take this opportunity to recognize the tremendous efforts of all our team members across Super Retail Group, delivering another solid result in what has been a challenging retail environment is no small achievement. And it speaks volumes about the dedication, the resilience and the professionalism of all our 15,500 team members. Over the course of the past 12 months, I've visited many of our stores across the country. And I'm pleased to report to you, our shareholders, that the energy of our team is nothing short of infectious. They put our customers first and understand the importance of great customer service. For many, their knowledge of our products is equally incredible. I've lost counts of the conversations that I've had with our Supercheap Auto team members who love and they're talking about the 4-wheel hobby project that they've got in their garage. Where the snapper is on, I was joking to the team this morning down in Victoria and BCF, and the developments in English Premiership League at rebel, and I will have to say the best hikes outside of the city for our Macpac team members. As I said, it is truly infectious. And I wouldn't -- couldn't be prouder to be part of this team. So on behalf of our leadership team, I sincerely want to thank every team member for your energy, your commitment and the care that you've shown throughout the year and continue to show as we embark on FY '27. Now turning to group highlights. The group faced a difficult trading period over the 12 months to June '26, with a prolonged fuel crisis resulting from instability in the Middle East, unseasonal weather and renewed pressure on household budgets. In this context, we were pleased to be able to continue to grow our revenue from last year's record base with contributions from both like-for-like sales and the network expansion and the continued momentum to online growth. We launched Supercheap Auto's New Spend & Get Loyalty scheme, which commenced on the 1st of July in 2025. And we continue to review and evolve our rebel Active Loyalty program, which we launched 2 years ago. During the year, we saw continued growth in our active club members, our customer Net Promoter Scores and our club member percentage of total sales, with positive momentum across all 4 of our brands. I'm pleased to report significant improvements in team member safety. Targeted initiatives during the year delivered an improvement in the total recordable injury frequency rate from 12.1 to 10.9. And we're seeing further improvements in the first quarter of this financial year relative to the same period in the prior year. As Judith mentioned, we have taken deliberate steps to strengthen our leadership capability and ensure that we have the right team to lead the group through its next phase of growth. I would like to add my acknowledgment of David Burns, who served as Chief Financial Officer for 13 years for his outstanding and enduring contribution to our business and wish him, his family all the very best in retirement. Our new leadership team represents a considered blend of internal promotions and external appointments, creating a team that combines deep knowledge of our business and culture and new skills and experience drawn from leading organizations. I welcome Mick Wassman, Ben McConnell, Sarah Hunter and Jenny Child to our executive leadership team. Working closely with the Board, our leadership team developed and launched a new and ambitious 5-year strategy which positions the group to capture opportunities within a $65 billion total addressable market. Together, we have established a clear strategic road map for each of our brands with targeted initiatives designed to drive growth, enhance customer experience and strengthen our competitive position. Turning to financial highlights. The group delivered another year of record sales, delivering $4.2 billion in full year. Revenue grew by 3.2%, driven by 1.8% like-for-like growth and supported by continued network expansion. Gross margin improved by 10 basis points over the full year to 45.7%. And normalized profit before tax declined by 7.3% to $306.2 million. Importantly, our brands in aggregate grew profit before tax with the overall decline a result of deliberate foundational investments in both supply chain and our IT infrastructure. Normalized net profit after tax was $226 million. The group is entering FY '27 in a strong financial position with a modest $14 million of net debt. Turning to customer highlights. As can be seen on the slide, we now have 13.1 million club members. These are active club members, they represent over 85% of our total sales. Pleasingly, club member spend as a percentage of sales has continued to increase across each of our 4 core brands. Across the group, our club member NPS score has improved from 71 to 74 with a strong momentum in particular, realized by the team at Supercheap Auto, who increased by 6 points. Store network highlights. We continue to deliver on a strong pipeline of store openings with 28 new stores opened in FY '26, 15 net of closures, and we plan to open a further 18 in FY '27. Turning to our digital and omni retail highlights. Full year online sales grew by 5% to $552 million, representing 13% of total sales. Importantly, Click & Collect, which is our most profitable channel grew by 10% and accounted for almost half of all our online sales, meaning that 93% of all sales were completed in a store. Our new distribution center, which became operational in FY '25, combined with our expanding store footprint will further enhance our capacity to meet growing customer expectations for fast and reliable service. Turning to responsible business highlights. As we refreshed our corporate strategy, we also reviewed and strengthened our 2030 sustainability framework which we outlined in our FY in 2026 responsible business report. In FY '26, we progressed our decarbonization road map including 2.3 megawatts of rooftop solar across the network and entered a renewable Power Purchase Agreement, which will cover the majority of our sites located in Queensland, New South Wales, Victoria, the ACT and South Australia. The FY '26 annual report included the group's inaugural climate-related financial disclosures. We are very pleased to have made progress with our senior leader gender diversity profile with female representation amongst our senior leaders, up by a further 1.6 percentage points to 42.6% during the period. We are also proud to be recognized as having a neutral gender pay gap, which is just 1.3%, that's significantly lower than both the national gender pay gap and the retail industry midpoint at 9.7%. Our commitment to diversity inclusion remains a cornerstone of our workplace culture, and we are pleased to continue to hold the Employer of Choice for Gender Equality citation from the Australian Workplace Gender Equality Agency. Now turning to our corporate strategy. A key milestone this year was the launch of our new strategy at our Investor Day back in June. The new strategy reflects our confidence in the strength of our brands and the significant opportunities that remain ahead of us. Whilst we currently generate around $4 billion in annual sales, we operate within an estimated $65 billion total addressable market, which highlights a substantial runway available for future growth for us. At the heart of the strategy, our 3 distinct growth engines for each of our brands designed to expand their reach, deepen customer engagement and capture a greater share of the markets in which we operate today. Supporting these growth ambitions are a series of foundational investments that will strengthen the group's capabilities for the long term. The team is energized by the opportunity ahead and focused on executing our growth engines, which we believe have significant ability to create substantial value for you, our shareholders. Turning to the segment results. This slide summarizes our full year segment results. I'll now take you through the performance of each one of the brands in a little bit more detail starting with Supercheap Auto. Performed strongly across the first 3 quarters of FY '26, with momentum moderating in the fourth quarter as fuel supply distributions arising from the instability in the Middle East affected customer traffic and spending. Supercheap Auto delivered market share gains over the full year, with customers responding well to key ranging initiatives. Over 1 million fitments were completed across the network in FY '26, and that's an increase of 12%, solidifying a key point of differentiation with both core auto peers and generalists operating in this space. A summary of financial performance for Supercheap Auto set out on the slide now. Total sales grew by 3.9% to $1.6 billion. Like-for-like sales grew by 2.7%. Gross margin declined by 30 basis points, due largely to negative product sales mix. And profit before tax increased by 3% to $203 million in total full year sales. Turning then to rebel. rebel produced a solid revenue outcome generated amid a softer sporting category performance and elevated competition, maintaining its positive market share momentum since the introduction of our rebel loyalty program. Towards the end of the period, rebel enjoyed a successful FIFA World Cup campaign with strong customer engagement supporting second half performance. A summary of the financial performance of rebel is set out on the next slide. And I'll just call out a few key points. Total sales grew by 4.5% to $1.4 billion. Like-for-like sales grew by 3.8%. The gross margin improved by 60 basis points, reflecting improved promotional discipline and favorable product mix in the second half. Full year profit before tax grew 4.3% to $105 million with profit before tax margin in line with the prior year. Turning then to BCF. BCF faced a challenging FY '26 following an exceptional FY '25, where favorable conditions aligned to deliver a strong result. In contrast, the business experienced a convergence of headwinds during the peak trading period in FY '26 that materially impacted performance. I'm proud of the response from the BCF team who showed good discipline in pricing, protecting gross margins and managing the cost base appropriately. A summary of the financial performance for BCF is set out on the next slide, and I'll just point out a few key stats. Total sales grew by 0.2% to $953 million. Like-for-like sales declined by 2.1%, gross margin increased by 20 basis points. And segment profit before tax decreased by 14.3% to $52 million. Turning now to Macpac. Macpac generated strong sales growth across both New Zealand and Australia through the first 9 months of FY '26. Trading momentum softened over the Easter as the fuel crisis arising from instability in the Middle East weighed on outdoor recreation, before some unusually mild weather, particularly in the Southern Australian states, negatively impacted the demand during the critical winter trading period. Following some clearance activity early in quarter 1, the team was disciplined on gross margin and pricing. They manage their costs well and delivered strong operating leverage and profit growth over the full year. A summary of the financial performance is set out in the slide. Total sales grew by 3.5% to $240 million. Like-for-like sales grew by 1.5% with 3.7% growth in New Zealand and 0.3% in Australia. Gross margin declined by 30 basis points, but segment profit before tax increased by 32% to $13.6 million in the full year. I'll now turn to the trading update. Group like-for-like sales growth moderated during the period as industry-wide headwinds weighed on consumer confidence and discretionary spending. Supercheap Auto and rebel remained resilient with both brands growing market share. Higher fuel prices weighed particularly on BCF, year-on-year promotional cycles and milder winter conditions did affect Macpac, but the group continued its focus on disciplined cost management and margin optimization, and year-to-date earnings remain in line with our management expectations. As always, the group's FY '27 first half results will be highly dependent on the trading period in the second quarter, which is upon us. And I look forward to updating you on the progress throughout the year, and would like to again thank you, our shareholders for your continued support. I will now hand back to Judith. Thank you.

Judith Swales

executive
#3

Thanks, Paul. 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 for that item. For each item of business, the number of proxy and direct votes received prior to the meeting was shown on the screens in the front of the room and displayed via the online platform. All open proxies given to the chair will be voted by me in favor of all items. The first item of business is to receive and consider the financial report of Super Retail Group for the financial year ended 27th of June 2026, which includes our climate-related financial disclosures, together with the Directors' report and the auditor's report. Please note, there will be no vote on this item. Paul and I have already shared in some detail the company's performance for FY '26 in our addresses, and we are now happy to take questions from shareholders. As noted at the beginning of the meeting, Lisa Nijssen-Smith of Ernst & Young is here with us today. Questions on the conduct of Ernst & Young's audit, their auditor's report, the company's accounting policies and Ernst & Young's independence in relation to the audit and climate-related financial disclosures may be directed to Lisa through me. Only shareholders and proxy holders may ask a question during today's meeting. And could you please direct all questions to me in the first instance. There are 3 ways to ask a question today. If you're attending in person, you can ask a question from the floor, for shareholders and proxy holders attending online, you can submit a written question by clicking on the Ask a Question button and selecting general business or the resolution to which your question relates, type your question into the box and click Submit. We ask that you please submit one question at a time, although you can start submitting online questions at any time now. I will not read out and answer these questions until the relevant time in the meeting. Where there are multiple questions on the same topic, we will endeavor to group them together. Finally, audio questions can also be asked through the online platform, and this will allow you to ask a live question. You can ask an audio question by clicking on the Ask a Question button and following the instructions on your screen. When it is time to ask your question or make your comments, the moderator will introduce you to the meeting. Your line will be unmuted and you'll be prompted to speak. If you have also joined the meeting online, please mute your other electronic devices before you speak to avoid technical difficulties for you and other shareholders. For each item of business, any questions submitting in advance will be addressed first. I will then address questions from the floor, followed by written and audio questions from the online platform. If you have a customer issue or would like to discuss other matters that don't relate to the items of business for the meeting today, please contact our Investor Relations team whose details are available on our website. In order to give all shareholders present a reasonable opportunity to comment and ask questions, could you please limit your questions to no more than 2 at a time? As we move forward towards the formal items of business, I will now address some procedural matters for this meeting. We will be holding a poll on all the resolutions before this meeting, to allow everyone attending an opportunity to vote, I now open the polls for all the items of business that shareholders will vote on today. The polls will remain open until 5 minutes after the meeting closes. At the conclusion of the meeting, or if you choose to leave the meeting sooner, please place your completed voting cards in one of the ballot boxes that are located by the exit doors. For shareholders and proxy holders attending today via the online platform, you will need to register in order to vote and participate in this meeting online. Our virtual meeting guide provides the information on how to register as well as how to vote and ask questions to the online platform. This guide is accessible in the AGM hub on our website and on the online platform. If you have any experience -- if you experience any technical difficulties or require assistance assessing -- accessing or using the online platform, please contact MUFG Corporate Markets, whose details can be found in the virtual meeting guide. We will announce the poll results to the ASX later today and also post them on our website. Samantha Terry of MUFG Corporate Markets, the company share registry has been appointed as officer and will determine the results of the polls.

Judith Swales

executive
#4

There were no shareholder questions received in advance of the meeting. So actually, I think we'll go to the online one. So we have received one online, which is ASIC has commenced civil penalty proceedings against our former CEO, Anthony Heraghty alleging he breached his Director's duties providing misleading information to the Board and the market about a relationship with a fellow executive. Did Super Retail Group encourage ASIC to take this action or participate in any way in ASIC's preparation ahead of issuing proceedings. Are the former CEO's legal expenses being covered under a company insurance policy or is he being left out of pocket for this exercise? I can confirm that Super Retail Group did cooperate with ASIC in its investigation throughout the course of it, but also, as you will be aware, the company is not a party to these proceedings. And in fact, we have received a notification from ASIC to confirm that it will not be taking any enforcement action against any past, present director at the Super Retail Group, any entities with the exception of Mr. Heraghty. With regards to legal fees, as we are a listed entity and its common practice in this marketplace that he is the beneficiary of a deed of indemnity insurance and access. But let me be really clear. In the event that the court favor -- found in favor of ASIC, Mr. Heraghty has to repay all his costs to date in relation to this matter within 90 days. I will now take questions from -- I now got another question, sorry. Thank you holding a best practice, a hybrid AGM today, including both questions and voting. You also commendably disclosed the proxies early to the ASX along with the formal address. Well done for achieving strong voting support for all resolutions. How extensive was your pre-governance roadshow and which directors and executives met with the various proxy advisers and major shareholders? What was the major point of discussion about our remuneration policies? I can say, in the lead up to the AGM, I met with 2 of the major proxy advisers, along with Peter Everingham, who is the Head of -- Chair of our Human Resources and Rem Committee. And we also met with a number of the large institutional investors. I would say that our investors are very focused on our strategy and also the remuneration and the incentives that support that, including the STI, deferred STI and also the LTI, and we had good conversations about those metrics and how the Board had arrived with management on what those long-term incentive hurdles look like. Okay. I will now take questions from the floor on item 1. If you would like to ask a question, please make your way to one of the microphones at the side of the meeting room. No, questions. I will now take written questions, which I've taken. So I will now take audio questions from the web phone platform on item 1.

Operator

operator
#5

Chair, there are no audio questions at this time.

Judith Swales

executive
#6

Okay. I will now move to the next item of business. The second item of business is the adoption of the remuneration report, which you can find on Pages 50 to 77 of the 2026 annual report. The remuneration report sets out the remuneration arrangements in place for directors and senior management during the period. It also reports on the Board's assessment of management's FY '26 performance against the objectives established at the start of the year. The vote on the remuneration report is advisory however, the Board also considers the results of this vote as it reviews the company's remuneration policy and practices in the future. The Board believes the remuneration outcomes disclosed in this report appropriately reflect company performance individual contributions and shareholder returns over the reporting period. We remain committed to maintaining a clear link between our remuneration framework and the interest of our customers, our team members and shareholders. The Board recommends that shareholders vote in favor of Item 2. I will now respond to questions on Item 2. We did not receive any written questions from shareholders on item 2 in advance of the meeting. So I will now take questions from the floor on Item 2. No questions from the floor. So I'll now take any written questions from the online platform, and I can see there are none there. So I'll take any audio questions from the web phone platform on Item 2.

Operator

operator
#7

Chair, there are no audio questions at this time.

Judith Swales

executive
#8

So I will now put the resolution for item 2 to the meeting. 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. If you've not completed your voting card for item 2, please do so now. [Voting]

Judith Swales

executive
#9

I will now move to the next item of business. Item 3.1 is for the reelection of Annabelle Chaplain as a Director of the company. Annabelle was first appointed as a Non-Executive Director on the 31st of March 2020 and was reelected as a Director on the 25th of October 2023. Annabelle now offers herself for reelection. Information regarding Annabelle's background and experience is set out in the Notice of Meeting. Annabelle is Chair of the Board Audit, Risk and Sustainability Committee and a member of the Board Nominations Committee. The Board, with Annabelle abstaining, recommends that shareholders vote in favor of Annabelle's reelection as a director. And now I'd like to invite Annabelle to address the meeting.

Sally Chaplain

executive
#10

Thank you, Chair, and good morning, shareholders. I'm grateful for the opportunity to speak today in support of my reelection as an independent Non-Executive Director of Super Retail Group. It has been a privilege to help shape the company's journey over the past 6 years. I have a deep appreciation for the responsibility that comes with serving as an independent nonexecutive director, and I would be honored to continue contributing to Super Retail Group as we embark on the new strategic arc. My executive career was in banking and finance. And since then, I've been fortunate to serve as a Non-Executive Director and chair across financial services, infrastructure, industrials and not-for-profit interests. These include MFF Capital Investments, Canstar and the Australian Ballet. Until earlier this year, I also served for a decade on the Board of Seven Group Holdings and before that, on the Board of Downer Group also for over 10 years. In both companies, I chaired the Audit and Risk Committee. Those years taught me a great deal about safety, infrastructure, supply chains and the impact of global events on locally growing businesses. Through my experience as both an executive and director, I've developed a keen interest in audit, risk and sustainability. Strong board oversight in each of these areas is critical as we navigate both traditional risks and the ever-evolving series of emerging risks inherent in operating a retail business in 2026 and beyond. Following the introduction of Australia's new mandatory climate reporting regime this year, the Board brought our audit, risk and sustainability oversight together into a new Audit Risk and Sustainability Committee effective September 1. This move is designed to sharpen our focus on audit and risk and also to provide more support to the sustainability programs where we want to set a high standard. I'm privileged to chair that new committee, and the work ahead of us is substantial. Our agenda includes the integrity of our supply chain, cybersecurity, customer and team member safety. The resilience of our store network to extreme weather events and our relationships with the local communities we serve. Looking to the future, the chapter ahead will be both exciting and demanding and I firmly believe our company is well placed to deliver on its ambitions. I'd like to thank the Chair and my fellow directors for their support and counsel and our management team for their commitment through a period of real change. Shareholders, it would be a privilege to continue serving you as an independent Non-Executive Director, and I respectfully ask for your support and thank you for your time this morning. Thank you.

Judith Swales

executive
#11

Thanks, Annabelle. I will now respond to questions on item 3.1. We did not receive any written questions from shareholders on Item 3.1 in advance of the meeting. So I will now take questions from the floor on item 3.1.

David Midwood

shareholder
#12

Good morning. My name is David Midwood, and I volunteer with the Australian Shareholders' Association and I attend today with my colleague, [ Alison ] from ASA, representing 50 -- approximately 50 retail shareholders with just under 1 million -- 0.25 million proxy votes that are in place there. First of all, indulge me to congratulate Paul Bradshaw and your management team and staff on excellent operational results with a quick transition, while at the same time being aware that there are macro results coming in next year that are beyond the control of the operational and management team that's in place there. But in addressing the motion that's tabled and the next motion that's there, we flag a key principle of the Shareholders' Association governance, and that is the elephant in the room. Specifically, Ms. Chaplain and Mr. O'Hare, both of whom are up for reelection, sat on the committees that oversaw the matter regarding Heraghty, while the Board backed the former CEO and litigated against the whistleblowers. The Board has still not explained to shareholders why it's oversight failed. And for this reason, the ASA intends to vote against most directors, but the ASA word could reconsider its Board director votes if the Board gave shareholders a full and frank account at the AGM of how its oversight and treatment of the whistleblowers failed and what has changed as a result. And I note that you updated the code of conduct but comments that were in your initial address. But I just flagged that the Board had quite a detailed code of conduct in place at the time while all this conduct took place.

Judith Swales

executive
#13

Thank you, David, and it's important work that the ASA do. So it's good to have you here. And I think it's a valid question. The Board's review and investigation into the allegations relating to the former MD and CEO. It was based on the information that was available to the company at the time. When the new information came to light -- came to our attention last year, we acted quickly and decisively and terminated the MD and CEO for cause. ASIC on the other hand, has a wide range of statutory powers at its disposal to gather information and documents under compulsion from individuals. These are not statutory powers that are available to the company. There are significant penalties for failing to comply with an ASIC information or document request or indeed, for giving false information. And can I just remind you that at the conclusion of its investigation, ASIC, as I've said before, is not taking any enforcement action against Super Retail Group, any of the former directors or current directors with the exception of Mr. Heraghty. But it's a fair question, what have we learned, what have we changed? One of the values of this organization is to be better every day and we continually look for ways that we can improve the ways of working as a Board and as a management team and through the organization, as I say, we have simplified and refreshed our code of conduct just to make it even clearer on what our expectations are on conduct. We'll continue to refresh the code of conduct as legislation changes, for example, things like psychosocial health and management. The Board has continued to focus on strengthening its relationship with the leadership team. I meet with them regularly. They meet with individual members of subcommittees, and we continue to work, spend more time together in stores, out in the business with our teams. It's building that trust, that at the end of the day, a good company has great policies and procedures, but trust is at the heart between the Board and the management and the freedom for people to feel they can speak up and be heard. I will now take written questions from the online platform on Item 2. There was a 25% protest vote against the chairs reelection last year. What was the issue and what changed this year with strong voting support for all resolutions, including the directors' elections? Given the circumstances around last year's AGM, I was grateful for the 75% support for my reelection. Obviously, the matters from last year have developed and ASIC has made its position clear against Mr. Heraghty in these circumstances as well as its position in regards to the company and its directors, i.e., no enforcement action. I will now take audio questions from the web phone platform on item 3.1.

Operator

operator
#14

Chair, there are no audio questions at this time.

Judith Swales

executive
#15

Okay. 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 completed your voting card for Item 3.1, please do so now. [Voting]

Judith Swales

executive
#16

I will now move to the next item of business. Item 3.2 is for the reelection of Mark O'Hare as a Director of the company. Mark was first appointed as a Non-Executive Director on 4th of April 2023 and was elected by shareholders as a Director on the 25th of October 2023. Mark now offers himself for reelection. Information regarding Mark's background and experience is set out in the Notice of Meeting. Mark is a member of the Board's Human Resources and Remuneration Committee and the Board Audit, Risk and Sustainability Committee. The Board, with Mark abstaining, recommends that shareholders vote in favor of Mark's reelection as a Director. I now invite Mark to address the meeting.

Mark O'Hare

executive
#17

Thank you, Chair. Good morning. Thank you for the opportunity to speak in support of my reelection as a Non-Executive Director of Super Retail Group. While I represent the interest of our major shareholder, the Rowe family, my first responsibility is always to the company. Over 4 decades, it has been inspiring to watch the business grow from a single category auto parts and accessories in Brisbane into a diversified group of leading brands across Australia and New Zealand. Today, Super Retail Group is a scalable enterprise with a long runway for growth. It is a journey that Reg Rowe, his family and all involved should be proud of. It was an honor to join the Board in April 2023 as the Rowe family's nominee. That appointment came from an association with the Rowe family spanning almost 40 years. Much of it during the 3 decades I served as a partner at Grant Thornton. During my term, I've been a member of the Board's Human Resources and Remuneration Committee. And after 3 years on the Audit Committee, I recently joined the Board's new Audit, Risk and Sustainability Committee. The past 3 years have brought significant change, including a refreshed leadership team. It is a strong mix of internal appointments that reflect our talent pool and external appointments that demonstrate the desirability of working for our company. As a member of the Human Resources and Remuneration Committee, I was particularly proud of our role in recruiting our new CEO and Managing Director, Paul Bradshaw. Having tested the market, both domestically and internationally, we were confident that Paul was the right choice to lead the company forward. He is a proven leader, a proven retailer as evidenced by his Managing Director role of BCF, highly respected within the organization and has an action-oriented style that retail demands. Over the past 3 years, our Board has evolved. We've welcomed a new Chair in Judith Swales and several new directors, with deep retail and business experience. Around the Board table, there is accountability, trust, strategic thinking and of course, the right level of respectful contestation. When I look at our company's future, I am optimistic. The development and release of our company's new 5-year strategic arc showcases the opportunities before us. Our management team is backed by a Board with a strong commitment to investment in the technology, systems, supply chain and stores that make this business durable over the long term. With the Board's oversight, our business remains well capitalized, holds minimal debt takes a disciplined approach to capital management. and has a clear focus on continually reducing our cost base through greater productivity. If reelected, I have 3 core priorities. First, to ensure that as a Board, we provide Paul and his leadership team respect and autonomy, balanced with clear accountability. This is an ethos that Reg practice throughout his business journey. Second, to ensure our business remains highly relevant to our customers. Our customers are, of course, the source of our current and future prosperity. Thus, every brand must deliver on its promise to them. Third, that the culture of our team continues to evolve that we stay true to our core values and that the safety and well-being of our team members is always front and center in everything we do. To conclude, the Rowe family remains a passionate, loyal and stable shareholder and their DNA still runs through this organization's culture and values. I'm proud to help carry their commitment forward, and I would be grateful for your support today. Thank you.

Judith Swales

executive
#18

Thank you, Mark. Turning to questions. We did not receive any written questions from shareholders on Item 3.2 in advance at the meeting. So I will now take any questions from the floor on Item 3.2. None from the floor. So I'll now take any written questions from the online platform on item 3.2. None there? Okay. And turning finally, I'll now take any audio questions from the web phone platform an item 3.2.

Operator

operator
#19

Chair, there are no audio questions at this time.

Judith Swales

executive
#20

Okay. I will now put the resolution for Item 3.2 to the meeting. The direct voting and proxy position for item 3.2 will now appear on the screen. If you have not completed your voting card for Item 3.2. Please do so now. [Voting]

Judith Swales

executive
#21

The next item of business relates to the grant of 67,236 performance rights to the Group Managing Director and CEO, Paul Bradshaw, under the employee equity incentive plan. The approval is being sought under ASX Listing Rule 10.14 and otherwise on the terms set out in the Notice of Meeting. These performance rights relate to Paul's remuneration for FY '26. Paul was appointed Group MD and CEO effective 1st of November 2025 following last year's AGM. As such, this is the first opportunity for shareholders to approve Paul's FY '26 performance rights in his role as Group MD and CEO. The Board, with Paul abstaining, recommends that shareholders vote in favor of this resolution. I will now respond to questions on Item 4.1. I do have one here from Stephen Mayne. With this excellent -- with this excellent hybrid AGM format, you're getting very close to AGM best practice. Thank you for following the agenda today, something JB Hi-Fi didn't do at its AGM earlier today. All you need to do now to be a top 10 company for AGM practice is to disclose the headcount data on the results, given that Suncorp ASX, Qantas, Myer, Tabcorp, Stockland and many others already do this, will you make the switch today and reveal how many shareholders voted for and against each item, including this proposed LTI grant to the CEO. Thank you, Mr. Mayne for your -- for this and your previous questions. We will take your feedback on board and consider for future AGM meetings. I will now take questions from the floor on Item 4.1.

David Midwood

shareholder
#22

David Midwood, volunteer monitor for the Australian Shareholders' Association. Can I also endorse with respect to movement -- the previous gentlemen's comments about moving to best practice for the AGM. Congratulations to the Board for undertaking that. Remuneration, the ASA Central 25 concern has been resolved. The former CEO's bonus was reversed and all his unvested equity lapsed as the ASA intends to vote for the remuneration report, but we note that the bonus gateway was cleared only by excluding $28.6 million of regulatory and litigation costs. Thank you.

Judith Swales

executive
#23

Thank you, David. I will now take written questions from the online platform on Item 4.1, which we don't have any. Also, I'll now take audio questions of the web phone platform on Item 4.1.

Operator

operator
#24

Chair, there are no audio questions at this time.

Judith Swales

executive
#25

The direct voting and proxy positions for item 4.1 are now shown on the screen. If you have not completed your voting card for Item 4.1, please do so now. [Voting]

Judith Swales

executive
#26

The next item of business relates...

Unknown Shareholder

shareholder
#27

What are the performance hurdles on those grants. And I mean, Supercheap hasn't really done well on the share market. I mean, it's down from last year. And you have to get back about 5 years its equivalent share price. And we're judged by our share -- well, all companies are judged by the share price. So I'm just asking, what are the performance hurdles? Are they about performance or about share price?

Judith Swales

executive
#28

Look, we have what we call our short-term incentive, which is very much based on profit. It would be the largest profit before tax and net profit after tax would be some of the biggest hurdles in the short-term incentive, then we have what we call our long-term incentive. And that has 2 components, which are both worth 50% and one is return on capital and the other one is earnings per share and we look at those over 3-year horizons and we take into account trading conditions, the budget, market consensus to arrive on a range. And then there is the floor and anything above that, the incentives start to kick in. So we're always conscious, earnings per share and that includes obviously dividends, but also return on capital, and those are the key metrics.

Unknown Shareholder

shareholder
#29

So will the CEO go out and promote the company to the big funds in that because I think retail is a bit on the nose at the moment with investors and you have to highlight your positives.

Judith Swales

executive
#30

Look, I mean, we do spend time with investors, obviously. And Paul meets with investors twice a year post the annual results and the half year results. And clearly, performance speaks for itself. But you're right, we are in a cycle at the moment where retail is incredibly difficult. And you'll see from results, I think, that have come out from some of our fellow retailers today that conditions are very hard for consumers at the moment.

Unknown Shareholder

shareholder
#31

And we may get an interest rate increase next week, which won't actually help?

Judith Swales

executive
#32

No. But Paul and the team, I have to say, have been doing a fantastic job in maintaining cost and they say control what you can control and we -- the team are extremely focused on looking at costs as well as looking at how do we leverage those 13.1 million customers we can talk to directly to give them product and promotions that they're willing to respond to. Okay. So the next item of business relates to the grant of 120,210 performance rights to the Group Managing Director and CEO, Paul Bradshaw, under the Employee Equity Incentive Plan. The approval is being sought under ASX Listing Rule 10.14 and otherwise on the terms set out in the Notice of Meeting. The Board, with Paul abstaining, recommends that shareholders vote in favor of this resolution. Chair, I will now -- sorry, I will now respond to questions on Item 4.2. We did not receive any questions from shareholders on Item 4.2 in advance of the meeting. So I will now take questions from the floor on item 4.2. No questions from the floor. I will now take written questions from the online platform on item 4.2. I'll now take any audio questions from the web phone platform on item 4.2.

Operator

operator
#33

Chair, there are no audio questions at this time.

Judith Swales

executive
#34

Okay. Thank you. I will now put the resolution for item 4.2 to the meeting. The direct voting and proxy position for item 4.2 will now appear on the screen. If you have not completed your voting card for Item 4.2, please do so now. [Voting]

Judith Swales

executive
#35

As we move towards the close of this meeting, does anyone have any final questions or comments. I will now take any final questions from the floor.

Unknown Shareholder

shareholder
#36

Wouldn't be a proper meeting without me making a comment. [ Len Mangan ], shareholder. I'd like to first make a comment and it may be in light of some reflections that have been going on, certainly in my own mind, and I think a lot of people's mind with what's happening in the political arena at the moment. I heard words today, Paul started off, and I thank you for words like care and deeply believe in. I heard words like trust from yourself and from Mark and loyalty and passion, I'm encouraged to hear that. I want you people to feel that way. So it warm the cockles of my heart to hear you speak that way. So thank you very much. But my question today is more around -- I think last year, I can remember asking a question about what are your -- I challenged the Board, what were your 3 greatest risks that you thought the company faced at the moment? That's not my question today. But I build upon it. I hope you are asking yourself that question still and discussing it amongst yourselves. But my question today is about AI, the tsunami that's heading towards us. And I think if any organization doesn't consider AI as being 1 of the 3 top risks or very close to the top of the list of risks that we might be confronting today, I think we're fooling ourselves. I would like to know what the discussion has been going on, what's the prevailing philosophy within the business and the 3 specific areas. One is first of all, what is the organization doing about AI? How is the organization going to use AI? What level of oversight? So it's about what the organization -- what your discussion is about, for Supercheap, what's going on with AI? Second is the impact on employees, job security, I think all of us, if we're not considering it for ourselves, we'd be considering it for our children and the future generations at the moment. So there's a big issue around all of that stuff. And thirdly, customer behavior. Throughout my leadership roles within the organization I worked in for many years. I was able to sit out a few waves of different, what I saw as fads from an IT point of view. And I swore in my retirement years now that I would not use AI, but I do. There's not -- it's very rare for me to make a purchase without consulting AI. So what are we doing about addressing our customers' behavior when it comes to their purchasing our products within this organization?

Judith Swales

executive
#37

Great questions, Len. Thank you. I think it's a very common topic of debate. We've had 2 dinners the last -- as a board last couple of nights, I can tell you we spent a lot of time talking about AI. Look, let me address it in a couple -- in a few ways. So firstly, yes, absolutely. We do have a raft of use cases happening across the organization using AI. And we're very much using it to think about how do we engage, how do we give our customers more of what they want when they want it. And that's down to, as you would know, one of the critical things, it's a large language model. How do we make sure our products have good descriptions, and we've spent a lot of work improving the descriptions that we have on all our websites and all our data to improve the information for every -- for products that we have in our range so that when somebody goes into AI and says, I want to buy the latest whatever, we have -- we're on that list, and we're on that consideration set. So yes, absolutely, we are using AI. We're also looking at using it to be more efficient, activities that may have taken one person hours to do can probably now be done in seconds, which that then leads to all what are you going to do with all these people that now have all this extra time. Our view is very much we will be investing in that into improving our service and to serving our customers even better. So that's very much our mindset. Then comes the point of governance, a few weeks ago as a Board, we have what we call an education program. We spend time together and we get upskilled on what is happening in the world, and we had a whole day on AI, and we had an AI experts coming to tell us what's the future looking like. We had Ernst & Young came to talk to us about the governance of AI. How do we think about it as a board, and we will be setting up a subcommittee of the Board to actually help in overseeing AI because like you say, it is an opportunity, but it is also a risk. And that then leads you to AI and cybersecurity. And last year, I think you asked me what was some of the biggest risks and the things that you absolutely keep you awake at night is health and safety, its cybersecurity, and increasingly, it's things like modern slavery. So we do have risk. We review them regularly. We review our responses to them. But yes, AI is here to stay. But I would say, I think what is becoming clearer is the cost of AI is now becoming more transparent and when teams are then told, well, yes, you can use AI, but you have to pay for the -- what do they call them? The tokens. So it's not just a free help yourself smorgasbord. You now have to pay for the token. So if your business case doesn't cover the cost of the tokens and deliver a benefit. So I think you'll find, if you read the media that Meta and some of the big companies that laid off loads of people are now bringing them back in. So I think this will find -- probably find a use but it will probably be in the high value, very high value, very complex business cases, but we are very much -- have a lot of use cases, we're learning where we can actually use it to drive value and to release time to serve our customers. I will now take any questions from the online platform. And I'll now take any final questions from the web phone.

Operator

operator
#38

Chair, there are no audio questions at this time.

Judith Swales

executive
#39

Look, thank you for everyone. For those attending in person, please remember to place your completed voting cards in the ballot boxes beside the exit doors. If you need any help completing your voting card, one of the MUFG Corporate Markets representatives will assist you. And for those attending online, please finalize and submit your votes online by clicking submit vote before the polls close. The polls will remain open for 5 minutes after the close of this meeting. The results of the poll will be announced at the ASX as soon as practical after this afternoon. On behalf of the Board, I would like to thank you for your attendance, your participation and your support of Super Retail Group. Hope that you will now join me, my fellow directors and senior management for some light refreshments. And I now declare the meeting closed. Thank you.

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