Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

METCASH LIMITED

ABN

32 112 073 480

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  1. +Class of +securities issued or to be issued
  2. Number of +securities issued or to be issued (if known) or maximum number which may be issued

Performance Rights

442,804

3 Principal terms of the +securities (e.g. if options, exercise price and

expiry date; if partly paid

+securities, the amount

outstanding and due dates for

payment; if +convertible securities, the conversion price and dates for conversion)

Each Performance Right is a conditional entitlement to a fully paid Ordinary Share at vesting subject to satisfaction of certain vesting conditions

Issue Date:

2 September 2019

Vesting Date:

15 August 2022

+ See chapter 19 for defined terms.

04/03/2013

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New issue announcement

  1. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
    If the additional +securities do not rank equally, please state:
    • the date from which they do
    • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
    • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  3. Issue price or consideration
  4. Purpose of the issue
    (If issued as consideration for the acquisition of assets, clearly identify those assets)

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and

comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

Ordinary Shares issued on vesting of Performance Rights will rank equally with other fully paid Ordinary Shares

Nil

Issue of 442,804 Performance Rights to the Group CEO, Mr Jeffery Adams, under the Metcash Senior Executive Performance Rights Plan for his FY20 - FY22 long term incentive (LTI) award.

The issue was approved by shareholders at the Company's annual general meeting on 28 August 2019.

No

N/A

6c Number of +securities issued N/A

without security holder approval under rule 7.1

6d Number of +securities issued N/A

with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

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New issue announcement

6e Number of +securities issued N/A

with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an exception in rule 7.2

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

N/A

N/A

6h

If +securities were issued under

N/A

rule

7.1A

for

non-cash

consideration,

state

date on

which valuation of consideration

was released to ASX Market

Announcements

6i

Calculate the entity's remaining

N/A

issue capacity under rule 7.1 and

rule 7.1A - complete Annexure 1

and release to ASX Market

Announcements

7

+Issue dates

2 September 2019

Note: The issue date may be prescribed by ASX

(refer to the definition of issue date in rule

19.12). For example, the issue date for a pro

rata entitlement issue must comply with the

applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

+class

Number

+Class

8

Number

and

of

all

+securities

quoted

on

ASX

909,256,748

Ordinary Shares

(including the

+securities in

section 2 if applicable)

+ See chapter 19 for defined terms.

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New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number

+Class

7,081,605

Performance Rights

NOTE: The balance

(MTSAK)

of Performance

Rights is affected,

and may be varied,

by a number of

events including the

lapse and forfeiture

of Performance

Rights.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Ordinary Shares issued on vesting of Performance Rights will rank equally with other fully paid Ordinary Shares.

Part 2 - Pro rata issue

11

Is security holder approval

N/A

required?

12

Is the issue renounceable or non-

N/A

renounceable?

Ratio in which the +securities will

13

N/A

be offered

+Class of +securities to which the

14

N/A

offer relates

+Record date to determine

15

N/A

entitlements

16

Will holdings on different

N/A

registers (or subregisters) be

aggregated for calculating

entitlements?

  1. Policy for deciding entitlements in relation to fractions
  2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

N/A

19

Closing date for receipt of

N/A

acceptances or renunciations

+ See chapter 19 for defined terms.

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New issue announcement

20 Names of any underwriters

N/A

21 Amount of any underwriting fee N/A or commission

22 Names of any brokers to the issue N/A

  1. Fee or commission payable to the broker to the issue
  2. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

N/A

N/A

  1. If the issue is contingent on N/A security holders' approval, the date of the meeting
  2. Date entitlement and acceptance N/A form and offer documents will be
    sent to persons entitled
  3. If the entity has issued options, N/A and the terms entitle option holders to participate on exercise,
    the date on which notices will be sent to option holders
  1. Date rights trading will begin (if applicable)
  2. Date rights trading will end (if applicable)

N/A

N/A

30

How do security holders sell their

N/A

entitlements in full through a

broker?

How do security holders sell part

31

N/A

of their entitlements through a

broker and accept for the

balance?

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

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Metcash Limited published this content on 02 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 September 2019 00:31:05 UTC