Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Super Retail Group Limited

ABN/ARBN

Financial year ended:

81 108 676 204

2 July 2022

Our corporate governance statement1 for the period above can be found at:2

☐

These pages of our

annual report:

☒

This URL on our

https://www.superretailgroup.com.au/investors-and-

website:

media/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 16 August 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:

17 August 2022

Name of authorised officer

Rebecca Farrell, Chief Legal Officer and Company Secretary

authorising lodgement:

  • "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

  • Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
  • Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 A listed entity should have and disclose a board charter setting out:

  1. the respective roles and responsibilities of its board and management; and
  2. those matters expressly reserved to the board and those delegated to management.

☒ on page 3 under 'Board roles and responsibilities' and page 5

-

under 'Role of management'

and we have disclosed a copy of our board charter at:

https://www.superretailgroup.com.au/investors-and-media/corporate-governance/

1.2

A listed entity should:

☒ on page 9 under 'Director appointment, election and re-election'

-

(a) undertake appropriate checks before appointing a director or

and page 12 under 'Employment and performance of senior

senior executive or putting someone forward for election as

executives'.

a director; and

  1. provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

1.3

A listed entity should have a written agreement with each director

☒ on page 9 under 'Director appointment, election and re-election'

-

and senior executive setting out the terms of their appointment.

and page 12 under 'Employment and performance of senior

executives'.

1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

☒ on page 5 under 'Company Secretary'.

-

  • Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
  • If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 2

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.5

A listed entity should:

☒ on page 11 under 'Diversity, Equity and Inclusion'

-

(a) have and disclose a diversity policy;

and we have disclosed a copy of our diversity policy at:

(b) through its board or a committee of the board set

https://www.superretailgroup.com.au/investors-and-

measurable objectives for achieving gender diversity in the

media/corporate-governance/

composition of its board, senior executives and workforce

and we have disclosed the information referred to in paragraph (c):

generally; and

in our Corporate Governance Statement on page 11 under

(c) disclose in relation to each reporting period:

'Diversity, Equity and Inclusion'.

(1) the measurable objectives set for that period to

Super Retail Group Limited was included in the S&P / ASX 300

achieve gender diversity;

Index at the commencement of the reporting period and our

(2) the entity's progress towards achieving those

measurable objective for achieving gender diversity in the

objectives; and

composition of the board, as set out in the Corporate Governance

(3) either:

Statement, was to have gender diversity measured by a target of

(A) the respective proportions of men and women

40:40:20 (being 40% female, 40% male and 20% identifying as any

on the board, in senior executive positions and

gender).

across the whole workforce (including how the entity has defined "senior executive" for these purposes); or

  1. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

1.6

A listed entity should:

☒ on page 10 under 'Board performance' and 'Board Committee

-

(a) have and disclose a process for periodically evaluating the

performance'

performance of the board, its committees and individual

and we have disclosed the evaluation process referred to in

directors; and

paragraph (a):

(b) disclose for each reporting period whether a performance

in our Corporate Governance Statement on page 10 under

evaluation has been undertaken in accordance with that

'Board performance' and 'Board Committee performance'

process during or in respect of that period.

and whether a performance evaluation was undertaken for the

reporting period in accordance with that process:

in our Corporate Governance Statement on page 10 under

'Board performance' and 'Board Committee performance'.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.7

A listed entity should:

☒ on page 12 under 'Employment and performance of senior

-

(a) have and disclose a process for evaluating the performance

executives'

of its senior executives at least once every reporting period;

and we have disclosed the evaluation process referred to in

and

paragraph (a):

(b) disclose for each reporting period whether a performance

in our Corporate Governance Statement on page 12 under

evaluation has been undertaken in accordance with that

'Employment and performance of senior executives'

process during or in respect of that period.

and whether a performance evaluation was undertaken for the

reporting period in accordance with that process:

in our Corporate Governance Statement on page 12 under

'Employment and performance of senior executives'.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 4

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1 The board of a listed entity should:

  1. have a nomination committee which:
    1. has at least three members, a majority of whom are independent directors; and
    2. is chaired by an independent director,

and disclose:

    1. the charter of the committee;
    2. the members of the committee; and
    3. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
  2. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

☒ on page 4 under 'Board Committees' and on pages 5 - 6 under

-

'Board and Board Committee membership'

and we have disclosed a copy of the charter of the committee at:

https://www.superretailgroup.com.au/investors-and-media/corporate-governance/

and the information referred to in paragraphs (4) and (5) at:

in our Corporate Governance Statement on pages 5 - 6 under 'Board and Board Committee membership' and in the Directors' Report on page 32 under section 2 ('Board and Board Committee meetings and attendance') in our 2022 Annual Report available at https://www.superretailgroup.com.au/investors-and- media/reports-and-publications/

2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

☒ on page 7 under 'Board composition, skills and experience'

-

and we have disclosed our board skills matrix:

in our Corporate Governance Statement on pages 7 - 8 under

'Board composition, skills and experience'.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 5

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Super Retail Group Limited published this content on 17 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2022 00:13:07 UTC.