Super Retail : ASX Announcement - 2021 Annual General Meeting

Published: 2021-09-22 01:32:03 ET SUL.AX

ASX ANNOUNCEMENT

Monday, 20 September 2021

2021 Annual General Meeting

Super Retail Group Limited (ASX:SUL), in accordance with the ASX Listing Rules, attaches the following documents in relation to SUL's 2021 Annual General Meeting (AGM):

Due to the COVID-19 pandemic, Super Retail Group Limited advises that its 2021 AGM on Wednesday, 20 October 2021 commencing at 11.30am (AEST), will now be held as a virtual AGM, which will permit shareholders to attend and participate online only.

All important information and guidance for shareholders joining this year's virtual AGM is available at https://agmlive.link/SUL21.

Investor enquiries:

Robert Wruck, Head of Investor Relations

Ph: 0414 521 124

Media enquiries:

Kate Carini

Ph: 07 3482 7404

The release of this announcement has been authorised by the Continuous Disclosure Committee of Super Retail Group Limited.

20 NOTICE OF ANNUAL GENERAL

21 MEETING

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Notice is given that the 2021 Annual General Meeting (AGM or Meeting) of shareholders of Super Retail Group Limited (Company) will be held as a virtual meeting at 11.30 a.m. (AEST) on 20 October 2021.

In light of the uncertain nature of COVID-19 and related government restrictions, the Meeting will be held as a virtual meeting. Shareholders are invited to participate online, including to view the Meeting, ask questions and vote in real time. There will not be a venue where shareholders can physically attend.

PARTICIPATION IN THE AGM

Watch and participate live online

Shareholders can watch and participate in the AGM via the Online Platform by using a desktop computer or mobile/tablet device with internet access.

Click on the link below or type the address into your web browser on your computer or other device https://agmlive.link/SUL21.

Shareholders participating online can view the AGM live, ask questions, make comments and cast direct votes in real time during the Meeting.

For further assistance, please refer to the Virtual Meeting Guide available at the AGM Information Hub.

Voting options

Shareholders can vote by:

voting online in real-time by lodging a direct vote during the AGM;

appointing a proxy to vote on their behalf at the AGM; or

direct voting before the AGM.

Even if you plan to attend online, you are encouraged to submit a directed proxy or direct vote before the Meeting so that your vote can still be counted if there is a technical difficulty.

Ask a question

All shareholders will be able to ask questions during the AGM. Written questions can be asked via the Online Platform.

Shareholders who wish to ask a question or make a comment verbally may do so via the questions and comments phone line. Please refer to the Virtual Meeting Guide available at the AGM Information Hubfor further details.

Shareholders are also encouraged to lodge questions before the Meeting by accessing www.linkmarketservices.com.au, selecting 'Voting' and then clicking 'Ask a Question'.

Alternatively, shareholders can submit a Shareholder Question Form, which is available at the Company's AGM Information Hub.

Further details about how to participate at the AGM are set out in the Explanatory Notes.

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FUTURE ALTERNATE ARRANGEMENTS

If, due to the COVID-19 pandemic, it becomes necessary or appropriate to make further alternative arrangements for the AGM, the Company will ensure that shareholders are given as much notice as possible. Any additional information will be announced to the ASX and made available at the Company's AGM Information Hub.

BUSINESS OF THE MEETING

ITEM 1. FINANCIAL REPORT

To receive and consider the financial report of the Company for the year ended 26 June 2021, together with the Directors' Report and the Auditor's Report.

ITEM 2. REMUNERATION REPORT

To adopt the Remuneration Report for the year ended 26 June 2021.

ITEM 3. RE-ELECTION OF DIRECTORS

ITEM 4. SPECIAL RESOLUTION TO INSERT PROPORTIONAL TAKOVER PROVISIONS IN CONSTITUTION

To insert proportional takeover provisions as a new rule 22.9 and Schedule 2 in the Company's Constitution, as set out in Annexure 1 to this Notice of Meeting.

Rebecca Farrell

Chief Legal Officer & Company Secretary

Super Retail Group Limited

20 September 2021

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EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Meeting and provide shareholders with an explanation of the Business of the Meeting and proposed resolutions. The Board recommends that shareholders read these Explanatory Notes before deciding how to vote on a resolution.

When reading these Explanatory Notes, please refer to the Glossary of key terms that appears at the end of this document. Each defined term starts with a capital letter.

The Chair intends to vote all available undirected proxy appointments in favour of resolutions 2, 3.1, 3.2, and 4.

ITEM 1

REPORTS AND ACCOUNTS

As required by section 317 of the Corporations Act, the Financial Report, Directors' Report and Auditor's Report of the Company for the year ended 26 June 2021 will be laid before the Meeting.

A reasonable opportunity will be provided at the Meeting for shareholders as a whole to ask questions about the reports, and on the performance and management of the Company generally. Representatives of the Company's external auditor, PricewaterhouseCoopers, will be available to answer questions relevant to the preparation and content of the Auditor's Report.

The reports are available on the Company's website at: https://www.superretailgroup.com.au/investors- and-media/corporate-governance/.

There is no requirement for a formal resolution on this Item.

ITEM 2

ADOPTION OF REMUNERATION REPORT

The Board recommends that shareholders vote in favour of this resolution.

Section 250R(2) of the Corporations Act requires the Company to put a resolution to the AGM for adoption of the Remuneration Report. The vote on the resolution will be advisory only and will not bind the Directors or the Company. However, the Board values shareholder feedback and will take into consideration the outcome of voting on this resolution when assessing remuneration policy for executives and Non-Executive Directors in the future.

The Company is committed to creating a high-performance culture. Remuneration and benefits are set in the context of an overall policy to provide market-competitive remuneration and arrangements that support the attraction, development, engagement and retention of team members. These aims are aligned with the interests of shareholders.

Similarly, the Company's remuneration strategy is designed to attract and retain experienced, qualified Non- Executive Directors and to remunerate appropriately to reflect the responsibilities of the position. Non- Executive Directors receive fees to recognise their contribution to the work of the Board and the Committees on which they serve.

The Remuneration Report is set out in pages 43 to 67 of the Company's 2021 Annual Report. It is also available on the Company's website at: https://www.superretailgroup.com.au/investors-and- media/corporate-governance/.

A voting exclusion applies to this item.

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Disclaimer

Super Retail Group Limited published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2021 05:31:07 UTC.