Metcash Limited (ASX:MTS)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2025

Sep 10, 2025

Peter Birtles
Chair, Metcash

Good afternoon, ladies and gentlemen. I'd like to thank you for coming out today on what is really not a very pleasant day, so we appreciate the fact that so many of you made the effort to get here. My name is Peter Birtles. I'm the Chair of Metcash Limited, and on behalf of the board and management of the company, I extend a very warm welcome to you to today's 2025 Annual General Meeting. Before we commence, I'd like to acknowledge the traditional custodians of the lands on which we're on today, and from where we're all connecting, we have a number of people connecting in to the meeting today online.

We're here on the lands of the Gadigal people from the Eora Nation, and I pay my respects to elders across the country, past, present, and emerging, and I extend that respect to Aboriginal and Torres Strait Islander peoples here today. We certainly have a quorum present, and so I now declare the General Meeting open. Firstly, I'd like to introduce the Board of Directors. On my right here, we have Doug Jones, who is the Group Chief Executive Officer and also Executive Director. Now moving to our Non-Executive Directors, we have Marina Go, who joined the board earlier this year and who retires by rotation under the company's constitution today and is offering herself for election. Then we have Margie Haseltine. Margie is the Chair of the People, Culture and Nomination Committee of the company. On my left, we have Mark Johnson.

Mark is the Chair of our Technology Advisory Working Group, and Mark also retires by rotation under the constitution today and is offering himself for re-election later in the meeting. Next to Mark, we have Murray Jordan, who is the Chair of our Safety and Sustainability Committee. We did announce this morning that Murray has notified the board of his intention after pretty much 10 years' service to retire from the board at the end of October, and I'll say a few words about Murray later on in my address. Next to Murray, we have Helen Nash. Helen is the Chair of our Audit, Risk and Compliance Committee, and Helen also retires by rotation under the constitution today and is offering herself for re-election.

Next to Helen, we have David Whittle, and David is also a new director and, as a consequence, also retires by rotation under the constitution today, and he's also offering himself for election later in the meeting. And finally, we have our new company secretary, Joanna Osei. As well as the board, we have a number of members of the management team, and firstly, we have on the front row here, Deepa Sita, who is our Group Chief Financial Officer, and also sitting with Deepa is the signing partner for the company's 2025 audit, Katerina Drilich , from our external auditor, EY. Ms Drilich will be available to answer questions shareholders might have concerning the conduct of the audit, the preparation and the content of the auditor's report, the company's accounting policies, and the auditor's independence at the conclusion of the Group CEO's presentation.

We welcome and thank Ms. Drilich for her attendance today. Also in attendance, we have the CEOs of our various operational pillars. First of all, we have the CEO of Metcash Food, Grant Ramage. Next to Grant, we have the CEO of our ALM liquor business, Kylie Wallbridge, and we are pleased to welcome back to the organization our CEO of the Total Tools and Hardware Group, Scott Marshall. There are a number of other members of the management team also here with us today, and I'd like to acknowledge them for their attendance and also for their huge efforts over the last 12 months. Today, we will review the company's activities during the year and receive and consider the accounts and reports for the 12 months ended the 30th of April 2025.

We'll then consider the four resolutions outlined in the notice of meeting, which was lodged with the ASX and made available to shareholders on the 8th of August 2025. These resolutions are going to be put to a vote, and using electronic handsets will be decided on an instant poll. Just to run through the instructions, once voting opens, the resolution text will appear, bringing up the voting options by pressing the green square on your handset, and you'll be able to press one to vote for the item, two to vote against, or three to abstain. To move on to the next item, you press the green square or return to the full list of items and press the red triangle. Your selection and the word "Received" will appear on screen, confirming that your vote has been cast.

If you wish to change your mind, simply select a new option by pressing one, two, or three. Your original vote will be canceled, and your new selection will be counted. Any appointed proxy who has been given discretion on how to vote should vote in the same manner. Any appointed proxy that has been directed to vote in a certain manner and has no discretionary votes to cast does not need to vote, as those votes will automatically be counted in accordance with those directions. Once the poll is closed, the results will be displayed on the screen, showing the combination of votes that are cast in this room and proxies that were received before the meeting. If you do have any issues with your handset, please obtain assistance from one of the attendants.

If you're joining us today online and wish to ask a written question, select the messaging tab at the top of the Lumi platform. Type your question in the box towards the top of the page and press the arrow symbol to send. A copy of your submitted question, along with any written responses from our meeting team, can be viewed by selecting "My Messages." To ask your question verbally, click the "Request to Speak" button in the broadcast window. The audio questions interface will now display, and you'll be prompted to confirm your name and enter the topic of your question. Submit your details and select "Join Queue" to be connected. If prompted, select "Allow" in the pop-up to grant access to your microphone. Please note that while you can submit questions from now on, I will not address those questions until the relevant time in the meeting.

So with that, I'll now turn to my formal address. I'll provide you with an overview of how the company performed in financial year 2025, as well as comments on other important matters such as our strategic direction, our management and board changes, our remuneration, and our approach to ESG. I'll then invite Doug Jones to talk in more detail about the company's operating performance, as well as to talk about progress on our key growth initiatives. So let's look at the year in review. Importantly, we made further progress towards our purpose of championing successful independence in support of the thriving local communities in which they operate. The independent networks we serve and operate alongside continue to be healthy, competitive, and confident.

The increased diversification and strength of the group was a driver of sales and earnings growth in the face of challenging conditions in all pillars, particularly in the hardware pillar where trade activity remained subdued. Operational highlights include the resilience of the food pillar, where our supermarkets and Campbells and convenience businesses again delivered earnings growth despite continuation of the material decline in tobacco sales, and then in liquor, the business outperformed the market and built on the market share gains of recent years. Across the group, another highlight was the very strong cash performance, which is a reflection of the quality of the earnings generated by our businesses and the focus of management on working capital management across the group. While in hardware, it was another challenging year due to the weak macro environment. There were some signs of improvement in the fourth quarter.

Touching briefly on the financials, group revenue increased by 7.2% to AUD 19.5 billion, which includes charge-through sales, while revenue was up by 8.9% to AUD 17.3 billion excluding charge-through sales. Group EBITDA increased by 8.6% to AUD 747.8 million, and group EBIT increased by 2.3% to AUD 507.8 million, with growth in the food pillar being partly offset by decreases in the liquor and hardware pillars and increased depreciation and amortization. Reported profit after tax increased by 10% to AUD 283.3 million, while underlying profit after tax declined by 2.4% to AUD 275 million, which reflected lower earnings in the hardware and liquor pillars, increased finance costs, and those higher depreciation and amortization charges. Operating cash flow increased by 11.7% to AUD 539 million, with the three-year rolling cash realization ratio being approximately 95%, which is above the company's guidance of between 75%- 85%.

We have now, as a consequence, increased this guidance going forward to being between 80% and 90%. Total dividends for the year were at AUD 0.18 per share, fully franked, and slightly above the company's target payout ratio of approximately 70% of underlying profit after tax. Doug Jones will discuss the financial results and operating performance in more detail shortly. Turning now to strategy, our focus on further improving the competitiveness of our independent retail networks, together with ensuring we have a diversified and resilient platform of businesses, continues to be at the heart of our strategy. The year included organizational changes across the group to provide further strength and resilience, while also enhancing our position for capturing growth opportunities. Amongst these was the merger of Superior Foods with our Campbells and convenience business to form the Food service and Convenience business.

And in June, we announced the merger of our Independent Hardware Group with Total Tools to form the Total Tools and Hardware Group. While wholesale and logistics accounts for the largest proportion of Metcash's revenue and earnings, our growth strategy includes extending through the value chain and winning with our independents. This has already been delivering significant growth for us and provides a very large and exciting opportunity to invest in growing margins and future earnings. Doug will discuss this in more detail. Turning now to management and board changes. In November, we were pleased to announce that Scott Marshall was returning to Metcash as the CEO of our Independent Hardware Group.

Scott joined us from the Reece Group, where he was CEO of Australia and New Zealand, but prior to that, Scott spent 30 years with Metcash and had previously held the positions of the CEO of the food pillar and CEO of the liquor pillar. Also, I'm sure Scott's modest enough, but he started off on the distribution center floor, so he was a real success story through Metcash, and we're certainly very pleased that he's rejoined us. For a few months before Scott joined us, we had Geoff Harris serving as Interim CEO of the Independent Hardware Group. While we were finalizing the search process, I just wanted to acknowledge Geoff for his professionalism and leadership, which were vital during this period and deserving of recognition. In June this year, we announced that Scott had been appointed as CEO of the Total Tools and Hardware Group.

This appointment recognizes his proven track record in developing quality teams, cultures, and relationships, particularly with the independent sector, to support their growth and success. As a result of the merger, Richard Murray, who was in the position of Total Tools CEO, he left Metcash to pursue other opportunities, and I'd like to sincerely thank Richard for his commitment and efforts to further strengthen the business since joining us early in last year. We've continued to renew the membership of the board to ensure that we have the right mix of skills and experience, and this is important for both strong corporate governance, but as importantly for valuable and constructive contributions to the development of strategy and oversight of performance. In November, we announced the appointment of David Whittle as a non-executive director.

Dave is an experienced ASX-listed board director and has a distinguished background in brand, data, technology, omnichannel retail, and digital transformation. We also had Marina Go join us in February. Marina is an experienced director of ASX-listed companies and brings a strong customer focus and understanding of independent retailing, as well as a background in digital strategy. Both Dave and Marina are already proving to be great additions to the board. Today, we announced that Murray Jordan has decided to retire as a director of Metcash at the end of October. Murray has been a board member for almost 10 years and has brought valuable experience and insights into the food, liquor, and independent sectors, as well as a very constructive and supportive approach to the board, his colleagues, and to the management team.

Murray has served on a number of board committees and is currently the chair of the company's Safety and Sustainability Committee and also a member of the People, Culture, and Nomination Committee. And in those roles, he has certainly helped guide the important progress that's been made in these areas. On behalf of the board, I'd certainly like to sincerely thank Murray for his dedication, support, and important contribution to Metcash. We're currently in the process of looking for a new director to add to the board and are at a very advanced stage of our search process, so hopefully we'll be able to provide an update shortly. Turning now to remuneration. This year, the short-term incentive deferral percentage increased from 40%- 50% for the Group CEO and from 33%- 40% for the Group CFO. The deferral percentage for the Group CFO will increase to 50% in FY 26.

The year also included increasing the long-term incentive opportunity for the Group CEO from 90% of fixed remuneration to 105%. This is better aligned to ensure better alignment of the reward opportunity with the expectation of shareholders. And as we've announced in the notice of meeting, we're further increasing the allocation of long-term incentives in FY 26. FY 25 STI awards for executives range from 0% to 29.5% of maximum. Market challenges in hardware, together with the stretch targets that were set in balanced scorecards, resulted in a number of the executive leadership team, including the Group CEO and Group CFO, receiving no STI awards in FY 25. The FY 23 long-term incentive vested at 50%, with performance against the average return on funds employed hurdle being at the maximum end of the range, while there was no vesting for the absolute total shareholder return hurdle.

Following a review of our remuneration framework in the year, the board determined that a further shift of variable reward opportunities from STI to LTI was appropriate to drive long-term performance and better alignment with shareholder performance and this is going to be implemented in FY 26. Turning to ESG. It's been another year of good progress in this important area with meaningful improvements across our key areas of people, planet, and community. Pleasingly, our efforts were reflected in further improvements in assessments by the Dow Jones Sustainability Indices, the Carbon Disclosure Project, and for the first time, Metcash was included in Sustainalytics' ESG top-rated companies list.

Highlights for the year included further reductions in our Scope 1 and Scope 2 emissions, ensuring we remain on track for meeting our aligned science-based targets, advancements in our anti-slavery efforts, and the quality of our modern slavery statement, as well as delivering our procedures and focus on diverting waste from landfill. From a people perspective, we continue to maintain our gender equality target of 40-40-20 at the leadership level. Female representation in the executive team was 44%, and for non-executive directors, it was 43%. We also achieved a gender-neutral pay gap across the organization, and we're recognized for this by the Workplace Gender Equality Agency. We made good progress in our efforts to ensure a safe and supportive working environment for all Metcash employees. This included a further 4% improvement in our key safety measure of total recordable injury frequency rate.

Our sustainability reporting continues to evolve, and this year, our reporting aligns with the Global Reporting Initiative, progressing from the prior two years where we reported with reference to the GRI. Should you be interested in learning more about what we are doing in this area, our full 2025 ESG report is now available on our website. Looking forward, the organizational changes that we have made have strengthened and reshaped Metcash to support accelerated growth, and our focus on extending through the value chain provides significant opportunity for both revenue growth and margin expansion. Importantly, we have a high-quality and energized management team committed to the purpose of championing successful independence and creating value for our shareholders. The company remains well-positioned with the plans, platform, capabilities, and diverse business portfolio for future growth.

In closing, I'd like to thank my fellow directors for their ongoing commitment and support in a year that included many pleasing performance highlights, and on behalf of the board, I'd like to sincerely thank our people, our independent retailers, our franchisees, our suppliers, our member partners, and shareholders for your continuing support and contributions. I'll now hand over to Doug to give his presentation, which was also released to the ASX before the meeting and is available for review on the Metcash website. Thank you.

Doug Jones
CEO, Metcash

Thank you, Peter, and good afternoon, everybody. The company remains committed to empowering independent retailers and strengthening local communities. Our purpose shapes our strategy and our culture. It drives progress and creates lasting value for partners and shareholders. This year, we saw notable achievements supporting healthy, confident, and competitive independent businesses.

The flywheel represents Metcash's core competitive strengths and the way we create value for independent retailers, suppliers, and shareholders. This year, new supplier partnerships were secured, and our platform continues to expand services for independents and strengthen ties throughout the value chain. The company delivered a year of growth and transformation, improving execution and building confidence for accelerated future growth. The food business, strengthened by new acquisitions, showed resilience while liquor gained market share. Despite challenges in building supplies, the company and its partners adapted well, and the tools market further stabilized. As the chair noted, key organizational changes, leadership restructures, and the successful supplier partnerships have positioned Metcash to accelerate growth and fulfill our ambitions. I do want to spend a moment talking about diversity of revenue streams.

I think Metcash is often misunderstood and judged superficially as a wholesaler, when in reality, it is an integrated wholesaler and scaled logistics operator, a banner owner, a large and growing retailer, a franchisor, and most recently, a retail media owner. As each one of these revenue streams grows, the overall shape and balance of the business evolves. Resilience improves, addressable markets expand, and opportunities for further growth extend. This is not new. It's been happening for a number of years now. It wouldn't be appropriate for me to talk about the confidence I have in our business without mentioning our independent partners and recognizing their health, their strong and differentiated competitive positioning, and their own confidence.

As I said, Metcash is sometimes misunderstood, and what I mean by this is that thinking of it as purely a wholesaler materially underestimates both the quality of the business and the opportunity before us. I think this is best brought to life by firstly understanding the balance of the group as a wholesaler, retailer, distributor of food and liquor to the on-premise market and out-of-home markets, and more recently, as a franchisor, and secondly, through a deeper understanding of how that shape and balance has changed in recent years.

For example, in FY 20, wholesale sales represented 81% of total revenue. Last year, this figure was 74%. While that's a reduction in the proportion of total revenue from wholesale, it belies the strong growth in total dollars of 21%, inclusive of tobacco. Retail, now at AUD 2.2 billion, is 11% of total revenue and has grown by 133% in this period.

Food and liquor out-of-home is now a AUD 3.2 billion business and represents 14% of total group revenue. Franchise income may be small in dollars, but it's highest in margin. In the future, retail media and additional services offer the prospect of healthy margins, and we continue to invest in growing these revenue streams. We think about the idea of winning with independence in some part through the lens of operating businesses alongside them. We've done this for years now in hardware and tools, and we've signalled our intent to do the same in the food business. Thinking about this as moving closer to the customer and closer to the end transaction allows us to articulate our strategy in a way that perhaps brings it to life more effectively.

What I hope is also being brought to life is the opportunity for further material growth that this continues to present. The company's differentiated revenue streams, wholesale, retail, and franchise, each offer unique benefits and financial, operational, and cash flow characteristics, as well as differentiated capital return and valuation metrics. Wholesale provides stable, resilient returns. Retail offers higher margins and leverages volume. And franchising strengthens the broader network and benefits both the company and its shareholders. Equally, each of these revenue models opens a new series of addressable markets, and thinking about our business beyond wholesaling allows us to widen our ambition within that larger total addressable market. To summarise then, at the center of our flywheel is our logistics capability, and at the heart of our business, as a platform to support and win with independence, is our wholesale business.

But neither of those are the full extent of the Metcash Group, nor of our ambition. Turning to the numbers, highlights include strong revenue growth, as Peter pointed out, growth in both underlying group EBIT and reported profit after tax, a strong operating cash flow on the back of a pleasing cash realization ratio. And as you can see, the company has a strong balance sheet with good flexibility. Underlying earnings per share were AUD 0.215, and the board declared a full year dividend of AUD 0.18, which includes a final dividend of AUD 0.095. Looking at the pillar results, it's pleasing to see strong revenue growth in all pillars, accelerating in food and liquor and steady in hardware for the year. Superior is included in the food results for 11 months of the year.

I noted the cash performance earlier, and it's good to note the EBITDA growth of 8.6%, with group EBIT up 2.3%. I want to dwell a moment on tobacco and retail crime at this point. The effectiveness of the various law enforcement initiatives has been disappointing, to say the least, although there are some encouraging signs emerging recently with the adoption of landlord enforcement policies in Queensland and New South Wales. We're concerned that the tobacco black market is fueling the recent rise in violent retail crime, particularly in Victoria. Our independent retailers are grappling with this issue on a daily basis. They're currently lobbying state governments to introduce landlord enforcement regimes and stronger retail crime laws, along with better enforcement. We believe the states must back these new laws with additional funding for enforcement.

To bring it home, in Victoria, in the last 10 months, 62 IGA stores in the Melbourne area have been targeted. 43 of those were attacks which can be described as armed confrontations during trading hours with staff and customers present, most requiring counseling support afterwards. Some stores have now been forced to shut their doors after dark, only letting customers in after ID checks.

As noted, we continue to make strong progress on our ESG commitments, reflecting our deep focus on people, planet, and community impact, with a number of highlights, including female representation at 43% in the leadership team, 32% across the group, and 44% among non-executive directors, and an average gender pay gap of less than 1%, demonstrating our commitment to equity. We've achieved our interim 2030 emissions target for FY 24 with a 3.3% reduction in total emissions, excluding Superior Foods, which was not in the baseline.

We've installed 7.8 megawatts of solar capacity across the network, with a 22% increase in on-site renewable energy generation. Since 2010, the IGA Community Chest has donated almost AUD 43 million, including AUD 2.6 million in the most recent financial year. Our ESG journey is evolving rapidly, and we remain committed to continuous improvement. With our 2040 net zero target and strong progress across key metrics, we're well positioned to lead responsibly and sustainably. Turning now to the trading update. This is for the 18 weeks to the end of August this year. Sales growth has been achieved in all pillars, and we're excited to be launching our first-ever cross-pillar consumer promotion in the second quarter of this year, bringing together the scale of more than 3,000 stores in a way that's never been done before.

We continue to invest throughout our business to further strengthen the company and grow margins and future earnings. We anticipate that this will result in a total increase in corporate and development costs of around approximately AUD 7 million, and there will be additional one-store strategy and integration costs in the pillars, as we've noted, in support of our reorganization and integration for future positioning. These are included in underlying earnings. In food, excluding tobacco, growth has been strong, particularly in food service and convenience. In supermarkets, the localized offer remains popular with customers, although tobacco regulations are starting to impact foot traffic. We continue to support our retailers' transition away from tobacco with store renewals and increased focus on fresh foods, and targeted deep IGA promotional activity will begin this month. In food service and convenience, growth has been driven by new customers and, ironically, increased tobacco sales.

Superior Foods has begun expanding into liquor distribution for the foodservice segment. In liquor, independents continue to perform well on the back of customer preference for convenience, tailored range, and great value. We've noted increased competitor promotions, particularly before the June reporting year-end, and we're pleased to see an increase in on-premise sales, while low inflation does limit strategic buying and earnings growth. The Steve's Liquor acquisition is nearly complete and should settle within coming months. In hardware, we've seen a continued trend of sales growth to start the year. In IHG, sales improvement in the fourth quarter of FY 25 has carried on into FY 26, with accelerating growth in both trade and DIY, with strongest gains in builders' hardware, building supplies, timber, and doors. And the frame and truss pipeline, thank you.

The frame and truss pipeline is at capacity in Queensland and growing in the rest of the market, although there do remain margin pressures from increased competition. In Total Tools, the retail margin recovery in the second half of the financial year has been maintained, and total network sales continue to grow, while cost of living pressures continue to affect demand from professional trades. In summary then, we've continued to focus on disciplined execution in challenging trading conditions. We continue to progress our core growth strategies, and our independent partners remain healthy and aligned. I'd like to echo my thanks of the chair, to the board, to my colleagues, to the people throughout our wonderful group, and most importantly, to our independent partners. Thank you for your interest and support.

Peter Birtles
Chair, Metcash

Thank you, Doug. So now turning to the formal items of business. The first item of business is to receive and consider the financial report of the company and the reports of the directors and auditor for the financial year ending 30th of April 2025. You will note that there is no requirement to vote on the reports. The company's 2025 annual report was sent to shareholders who requested a hard copy and was made available on the company's website and the ASX announcements platform. The 2025 annual report contains the statement of comprehensive income, the statement of financial position, the statement of cash flows, and the reports of the directors and auditor. These reports are now open for discussion. If you are a shareholder or a proxy, attorney, or representative of a shareholder, and wish to ask a question about the reports or any questions generally about the business, please raise your hand, and an attendant will offer you a microphone.

When invited, please introduce yourself to the meeting and ask your question. All questions should be directed to me as Chair in the first instance. Our investor relations team will also be monitoring the online facility for questions. An opportunity will also be given to shareholders to ask questions specific to each of the resolutions to be put to the meeting before voting on that resolution. Hence, if you have a question regarding a specific resolution, please hold that question until the resolution is considered. So open up for any questions. Natasha.

Thank you. Thank you, Peter. Natasha, the shareholder. I'd like to thank the board for the very good result this year. I'm pleased that the share price and other underlying matters, such as earnings per share, have increased nicely.

Overall, while you say that the liquor sector pillar had outperformed the market, the revenues for liquor and hardware were down slightly compared to last year. There was previously a sort of a switch between people buying more in stores and drinking at home. What's actually driving the liquor market? Is that continuing? And obviously, you're maintaining competition against the Coles and Woolworths liquor stores, but?

Yeah, I think, I mean, there's a number of factors involved, and certainly what we're seeing is that Metcash's liquor businesses are growing at a faster rate than the other participants in the market. I mean, there are certainly some changes in underlying consumption. So we're seeing that impacting all liquor businesses. I think as well, we saw a change in the dynamics of inflation.

It was a lower inflation environment in the FY 25 year, and that presented less opportunity for growth through inflation in the value of products. So I think there's a number of factors in there, but most importantly, the Metcash business was growing at a faster rate than the competition.

Yeah, yeah, that's good. The acquisition of the Superior Foods, obviously, you see this under synergies have been better than already. You're sort of paid about two and a half times the net asset value of the goods. I suppose I'm asking what's the expected contribution to profit or at least EBITDA going forward from that acquisition? And possibly related to that, there's been a slight uptick in inventories, and I don't know whether that's partly related to the acquisition or other factors like a slower turnover of goods. Can you dissect that for me?

Okay. So two questions in there. So just so I'm clear on your second question is about inventory across the whole group?

Yes, yes. I wasn't able to dissect what components for where.

All right. So I mean, I'm not going to project out specific revenue and profit targets for Superior, but certainly it was an acquisition that we made with a view to the business in itself growing. The food services market is an attractive market and one in which we feel that Superior can gain market share over time. So we'd expect growth in the business. We also see opportunity as a broader range of products available, provides an opportunity for the food services business to have a more compelling offer, and there are opportunities to leverage the supply chains of both businesses for the benefit of the core food business and the food services business.

There are synergies to be had in bringing those businesses together. As I mentioned in my presentation, we announced that we've integrated the food services business with the Campbells convenience business, and we'll see some benefits that come from that. We are very confident that we can get a good return on investment from the acquisition that we made. In relation to inventory, I think you've sort of alluded to that. Certainly, with the growth of the organization, the acquisitions that we made in the prior year with the acquisition in hardware, plus also the acquisition of Superior. We had more inventory across the group. Actually, as I also alluded to, we're very pleased that our working capital management was very strong, and that was a major factor in the very positive cash realization of the organization.

So I'm very pleased with the working capital management across the group.

Yes, yes. I'm very happy with sort of the broad economics of your result. Just one more question for the time being. Yeah, it's great that you've increased on-site renewables by 22%. I just wasn't sure how, in terms of renewable energy, the total mix, what percentage is coming from renewables and what's sort of the timeframe possibly to get to 100% or a much higher percentage in the future?

Yeah, I might look for some assistance there in terms of I can't remember off the top of my head where we are.

Doug Jones
CEO, Metcash

Later this year will be 100% renewables.

Peter Birtles
Chair, Metcash

Yeah, so later this year. Later this year, Steve. That was later this year. Yep. So later this year will be at 100%, so.

Okay. No, that's great. Thank you.

I'll let someone else have a turn. I might have some questions later.

All right. Thank you, Natasha. Any other? Yes, there's one.

This is a question from the Australian Shareholders' Association. I'm holding 900,000 open books today. I did want to ask you about the Project Horizon. It just seems to be drifting on a very long time. So we had expected to be finished at the end of 2025, and now we find it's not going to be completed till the end of 2026. And it seems to be costing a lot. It seems to be costing a lot as it progresses.

Yep. So it's a very significant program in which we are replacing effectively the core ERP platform across our food and liquor businesses. And yeah, as that project has progressed, yeah, the scale and challenge of that project has become apparent.

Probably now around 18, probably two years ago, the board asked for a full review of the project. At that point in time, there was a reassessment of the plan. The board, along with management, considered really four key elements for the program. We talked about, first of all, the importance of delivering benefits for the business, benefits for our team, and that that was paramount. Then we talked about the risks associated with the program, and we talked about the costs of the program. We said that that was our second order of importance, those two items together. Then the third area, or the fourth, sorry, the fourth area was the question of how long it was going to take us to implement the program. We said that that was the area that we were most willing to trade off.

So most importantly, we deliver the benefits. Second, that we control the costs and the risks. And then if that meant that we were going to take a little bit longer to achieve the outcomes, so be it. This is a long-term program. We look at putting in place an infrastructure that should serve the company over many years. So if it was going to take us a year or so longer to implement, we were comfortable with that. And I think that's helped guide our control of the program. So really, since that point in time, there hasn't been a significant change in the cost profile. In terms of cost projections, we've seen a little bit of rollout in terms of time. The board actually today had a full update on that program. Again, we're really seeing the program being very well controlled.

Neil Whiting is our CIO, and he has overall custodianship of the program and is really doing a first-class job. So I think the program is in good shape, and we're comfortable with its progress. And can I just ask what the payback period is for the entire project? So what we said was that because the nature of this program is it's actually a platform, and it's putting in place a platform that will enable Metcash to do many things in the future. So the program in itself, the business case was that we would offset the depreciation cost of the program with the benefits, and we're on track for that. So that's the way that we're viewing that, is that effectively the benefits delivered from this component to the program offset the depreciation costs. It enables us to do a number of things going forward.

It will present a platform for Metcash to be better able to digitize the business, to do much more effective work in the areas of loyalty and data management and so on. It's an important platform.

My name's David Jackson. My question is on the dividend. Why was it necessary not to pay the same amount at least as last year? Because it seems to me that the impact went up, and therefore there was a better opportunity. I realized that it was outside of the ratios, but it's very disappointing that in a time when the net profit is higher, it's necessary to reduce the dividend being paid to the shareholders. We based our assessment on the underlying net profit after tax. As I mentioned, our policy is to pay at 70% of that underlying net profit after tax. We actually went slightly above that.

So I think in terms of that context, we've got to manage a range of elements. We've got to consider the debt position of the business, the strategic opportunities, and we felt that that was an appropriate position for the company. My second question is on returning to inventories because the inventory has gone up 29%. That's a very substantial increase. Is there anything unusual in that? I mean, does it reflect the gross overstocking or anything like that?

No. So as Doug mentioned in response to Natasha's question, there's the impacts of acquisitions that have come through, and those businesses bring additional inventory into the balance sheet. So yeah, so that's an impact. But if you look at the working capital management of the organization, it was very strong, and we delivered very strong cash flow. So there is no problem with overstocking. Okay.

Thank you.

Richard Grant.

I'd like to ask about the tobacco side of the business. You mentioned, I think, that it was reducing, but I'm just wondering where it's going in that illegal tobacco is a major threat. It limits the prices that you can charge. It has risks to employees. What are you doing in that regard?

Yeah. So I think, as Doug highlighted, it is a significant issue, and it's an example of where public policy is really backfired, and effectively, an AUD 6-7 billion illegal tobacco industry has been allowed to create. So we've seen tobacco sales go from a highly regulated environment, and there are clearly controls over the merchandising of cigarettes in store, packaging, and so on, and controls over the sales to underage people and so on, and what's happened is the growth of this illegal tobacco industry is circumventing all of that.

And there's anecdotal evidence that we're seeing growth actually in tobacco consumption. So a lot of the stuff in terms of controls, the high taxes have really backfired. So we're working with our retail partners, with the cigarette companies. We're working with government. And as Doug mentioned in his presentation, we're working to firstly see an increase in the policing of illegal tobacco, but also regulations in terms of controls over the use of property for illegal tobacco stores. And there's legislation going through in Queensland at the moment to penalize landlords who allow their properties to be used for illegal tobacco. New South Wales government are looking at the same thing at the moment. So we're going to continue to work on those things to try and involve government in ensuring the appropriate regulation of what it really is, an illegal industry.

Thank you. Natasha Lee again. One thing I didn't mention is the text on your online report is that grey tone, which is the same as your overhead. For people of my age bracket, which is probably most of us in the room, could you do it in black ink? So it's a bit easier to read. It's a bit difficult having the grey tone. And the question is, yeah, I read about your localised digital media network. Can you just give a bit more context and overview of what that is about?

Doug, do you want to touch that one? Yeah.

Doug Jones
CEO, Metcash

Thank you for that question, Natasha. So our retail media network, as you correctly identify, is localized. We have a number of stages in the rollout of that media network, starting with in-store screens.

We've said we'll get to 750 screens by the end of this financial year, and we're on track to do that. We've had really good take-up from our independent partners who are excited about it and from our supplier base who are looking forward to advertising on it. Further phases will include digital media as well as in-store radio. One of the unique attributes of our media network is the multi-sector nature of it: food, liquor, and hardware. And that's exciting for many suppliers, both those that we call endemic, who are part of our network today already, and non-endemic, who may not be. An insurance company might be a good example of that, or a bank. They will have the opportunity to advertise in a targeted way across many formats and in many locations throughout the country in independent stores in food, liquor, and hardware.

So the advertising is tailored for the local community, and so you're trying to assess what the kind of needs and wants are?

Yes, that's exactly right. We can tailor it almost to the screen, although I don't want to put too much pressure on my colleague because she'll be upset with me if I make too many promises on her behalf, but that's essentially the idea.

Okay. Thank you very much.

Peter Birtles
Chair, Metcash

Any more questions from the room? Just at the front here. Elizabeth.

It's about ESG. What contributed to the reduction in the Scope 1 and 2 emissions most of all?

So Steve, could you maybe come forward and just give us a bit of an update? Yeah. Combination of factors, Elizabeth.

So we introduced more solar during the year and also that we had a number of emissions reduction programs in place across the organization, particularly around our DCs. So that's where most of the gains were made. Okay. Steve, are there any online questions regarding the financial report? Yes, Chairman. There are two. One on retail media and then one from Stephen Mayne in relation to AI and also in relation to the power of the large tech companies. First one is from Kevin Charles Daly , and he asked, "What do you mean by an owner of retail media?" So I think that we're saying that we will be the owner of the network, the retail media network. I'm sure if that's the question, but we effectively own that network of retail media.

Second question from Stephen Mayne is, "How many employees do we have, and is it likely to fall, that number likely to fall over the coming 12 months with the rapid rollout of AI? Which parts of our business and operations are the most prospective for AI productivity gains, and how energetically are we embracing those opportunities? Also, the six most valuable U.S. big tech stocks, Microsoft, Apple, Amazon, Meta, Alphabet, and Nvidia, are together worth more than $20 trillion, largely because they have enormous pricing power and are overcharging customers the world over. Could the CEO comment on which of the big global technology companies we are most reliant on, and what would we do if they suddenly put their prices up by 30%?"

Yep. Okay. So we have around 11,500 team members across Metcash. There are a number of AI initiatives that are going on across the organization.

Actually, in our annual results presentation, which is on the ASX on our website, you can see a slide in there that talks about AI initiatives so that we're looking at AI initiatives in payment management, payment reporting. We're looking at AI in the way in which our team can access information. And we're looking at AI in the areas of data management. So there are three particular areas that we're working on AI. There's a number of other initiatives across the organization. We're not anticipating in the next 12 months that there'll be a big impact on our team. I mean, as we've alluded to, we've got a significant growth agenda as an organization. And I think one of the opportunities of AI is it potentially allows opportunity for redeployment into strategic opportunities. So we're certainly not anticipating a change there.

I think Doug, the second part of the question was directed to you.

Doug Jones
CEO, Metcash

Thanks, Stephen, for the question about technology and our partnership with those large technology companies. I won't go into the fine art detail of our spend, but we have a very well-balanced spend curve among the large technology vendors, and no one vendor accounts for more than 15% of our total technology spend. So we have a good position there. We enjoy a particularly strong relationship with Microsoft being the partner on the Project Horizon program, and we've received significant support from them as we move through the program and, in fact, are our key partner when it comes to AI deployment. Being the leading AI ERP platform at the moment, I think the selection of Microsoft as our ERP platform is paying dividends from that respect.

The hypothetical of a material price increase is difficult to respond to without much detail, but obviously, I would say that our success with Microsoft's technology is important to them as well as it is to us, and so the business rationale for an unreasonable increase in costs would be low, but one that we would engage constructively and sensibly, and I would be confident that at the very highest levels of Microsoft, they would reciprocate that engagement.

Peter Birtles
Chair, Metcash

Any further questions, Steve? No. All right, so we'll now move to the next item of business. For this, we'll start to commence using the electronic handsets, so if you've not already done so, please insert your card into the slot at the top of the handset with the barcode at the bottom and facing towards you. When voting opens, the voting options will appear on the handset.

Once again, to vote for the resolution, press one. To vote against, press two. Or if you wish to abstain from voting, press three. Your selection and the word "received" will appear on the screen confirming that your vote has been cast. However, if you do wish to change your mind, please select a new option by pressing one, two, or three. Your original vote will be cancelled, and your new selection will be counted. If you do have any issues with your handset, please obtain assistance from one of the attendants. There'll be time for shareholders to ask questions about each resolution. In the interest of time and to give a fair opportunity to all shareholders who wish to speak, we'd ask that you endeavor to keep your questions as succinct as possible.

I may, in the interest of time and fairness, limit an individual's questions to a maximum of two. Resolution two. Resolution two is various resolutions to elect and re-elect directors. Shareholders are asked to consider and, if thought fit, to pass the following resolutions concerning the directors as separate ordinary resolutions. Firstly, resolution 2A, which is a resolution to elect Mr. David Whittle as a director. Shareholders are requested to consider the election of Mr. David Whittle as a director of the company. Under the company's constitution, Dave retires by rotation at the conclusion of the meeting and, being eligible, offers himself for election. Dave's profile is outlined in the explanatory memorandum, which is contained in the notice of meeting and also in the annual report.

Dave joined the board in November 2024 and is a member of the Audit, Risk and Compliance Committee and a member of the Technology Advisory Working Group. The board has concluded that David is an independent non-executive director and unanimously supports his election. I invite Dave to address the meeting in connection with this resolution. Dave.

It's a privilege to offer myself as an independent for election as an independent non-executive director of Metcash. Since joining the board in November 2024, I've contributed through the Audit, Risk and Compliance Committee and also the Technology Advisory Working Group. My background is in digital transformation, customer engagement, and data-driven strategy, all areas that I'm sure you'll agree are critical to Metcash's future. As a founder and former CEO of Lexer, an AI customer data platform for retailers, I've worked with hundreds of global brands to help them understand and engage their customers.

Prior to that, I spent a decade working for advertising group M&C Saatchi, where I led the growth of their digital business throughout Asia-Pacific and the U.S., and ultimately spent three years as group managing director of their Australian business. I currently serve on the board of Challenger Limited, Michael Hill International, and Lexer Proprietary Limited. Prior to that, I served on the board of Myer for nine years. Metcash has a tremendous opportunity to deepen its digital capabilities while staying true to its purpose of championing successful independence. If elected, I look forward to helping guide that journey with a focus on brand, technology, customer, and strategic agility. Thank you.

Thank you, Dave. The resolution is now open for discussion, and I open the floor for any questions. As noted, all questions should be directed to me in the first instance.

Thank you, Peter. Natasha Lee, shareholder .

Not a specific question for David. I'll just make the comment that the female representation on the board is pretty good. You've made some progress as far as having other types of diversity on the board. Noting that Murray Jordan's stepping down, I just urge you to continue on to ensure that a wider diverse board is possible to better reflect the Australian community.

Yes. And I mean, I think we'd say that we're very mindful of diversity and how important that is. I think one of the aspects that's very important is diversity of thinking and mindset, perspective. And sometimes that's not necessarily apparent through the way we might look. But I think one of the real strengths of this board is the diversity of thinking and perspective, and we certainly are going to look to continue that going forward.

Yeah. Thank you. Like I said, I wasn't criticising it. I can see that you've made some effort.

Yep. Okay. Any other questions? Do we have any online questions, Steve?

Quite a long, detailed question from Stephen Mayne, connected to Dave's time at Myer. "Could Dave please outline his approach to independent directors standing up for good governance on behalf of independent shareholders? During his last three years on the Myer board, control effectively passed to Solomon Lew, who only owns 26.8% of the company. Dave appeared to meekly retire at the Myer AGM last year in November, sorry, in 2024, without putting up a fight. Myer now has a four-person board, an executive chair, and no clear majority of independent directors. Why did Dave agree to retire from Myer without first ensuring a clear majority of independent directors would remain in charge? Was it because Mr.

Lew's interests voted against his re-election at Myer in 2021? Also, had Dave stayed on the Myer board, does the chair believe he would have been able to join our board, or would that have been a conflict of interest?" All right, so I'm not going to ask Dave to speak to those issues. I think we're here today to talk about the business of Metcash. Certainly, the board did a full due diligence review of Dave before inviting him to join the board. I think there are particular circumstances involved with Myer which are not relevant to Metcash in terms of ownership structure and so on, and certainly, what we've seen is that Dave brings a very robust perspective to the board, and he's very focused on representing the interests of all shareholders, so I'm very comfortable with that.

In terms of the conflict, Metcash doesn't really compete with Myer, but I mean, we were aware that it was part of Dave's plan. Sorry. It was part of Dave's plan to step away from Myer as part of the recruitment process. So we were very comfortable with that.

No more questions, Chairman.

Thank you. So I now formally move the motion that Mr. David Whittle be elected as a director of the company. I put the motion to a poll and open the poll. Please cast your vote using the electronic handsets now. To vote for the resolution to elect Mr. Whittle, please press one. To vote against, press two. Or if you wish to abstain, press three. Yep. Okay. I'm getting a signal from the back that most of you have now voted.

However, I'll keep the handsets open for a few more seconds to make sure we've captured all votes. Checking the gentleman here is not running in to vote. Oh, yes. He's got a handset, so we'll just allow the gentleman there to cast his vote. All good. Thank you. All right. I now declare the voting closed. The result will appear on the screen. Hopefully. Okay. So we can see that strong support for Mr. Whittle. So I declare that the motion carried that Mr. David Whittle is elected as a director of the company. Congratulations, Mr. Whittle. Okay. Let's move on to resolution 2B, which is the resolution to elect Miss Marina Go as a director. Shareholders are requested to consider the election of Miss Marina Go as a director of the company.

Under the company's constitution, Marina retires by rotation at the conclusion of this meeting and, being eligible, offers herself for election. Marina's profile is outlined in the explanatory memorandum contained in the notice of meeting and also in the annual report. Marina joined the board in February 2025, is a member of the People, Culture, and Nomination Committee, and a member of the Safety and Sustainability Committee. The board has concluded that Marina is an independent non-executive director and unanimously supports her election. I invite Marina to address the meeting in connection with the resolution.

Marina Go
Independent Non-Executive Director, Metcash

Thank you, Peter. Good afternoon, everyone. It's an honor to offer myself for election as an independent non-executive director for Metcash. As Peter has mentioned, I joined the board in February 2025 and currently serve on the People, Culture, and Nomination Committee and the Safety and Sustainability Committee.

My career began in journalism and evolved into leadership roles across media, retail, infrastructure, energy, and governance. I've led digital transformation and innovation in media, served as CEO of Private Media, Country CEO of Hearst Australia, and General Manager of Hearst Bauer Media. I currently serve on the boards of Transurban, Southern Cross Austereo, Adore Beauty, and the Australian Institute of Company Directors. I also chair the advisory board of the National Foundation for Australia-China Relations and was a non-executive director of the 7-Eleven board that realized significant value for its shareholders at exit 18 months ago.

I'm deeply committed to ethical governance, stakeholder engagement, and sustainability. I believe that Metcash's commitment to independent retailing is more important than ever in today's evolving landscape. If elected, I look forward to further contributing my experience in customer strategy, digital innovation, reputational risk, and inclusive leadership to support Metcash's ongoing success. Thank you.

Peter Birtles
Chair, Metcash

Thank you, Marina. This resolution is now open for discussion. Again, I open the floor for any questions in relation to this resolution. No questions from the floor. Steve, are there any questions online? No questions online. Excellent. So I now formally move the motion that Miss Marina Go is elected as a director of the company. I will put the motion to a poll and open the poll. Please cast your vote using electronic handsets now. To vote for the resolution to elect Miss Go, please press one. To vote against, press two. Or if you wish to abstain, press three. I'm getting a signal from the back that we've had most of you responding. Just a few more seconds. Just make sure everyone's had the opportunity. Looking positive. So I'll now declare the voting closed, and the result will appear on the screen. Thank you.

So I declare the motion carried that Miss Marina Go is elected as a director of the company. Congratulations. Turning to resolution 2C, which is a resolution to re-elect myself as a director. As you are aware, in the notice of meeting, I'll be retiring from the board in accordance with the requirements of the company's constitution and will be offering myself for re-election. While this process is underway, I will hand the chair of the meeting over to Miss Helen Nash, who is the chair of our Audit, Risk and Compliance Committee. But firstly, I'll just say a few words in connection with my proposed re-election. It's certainly my privilege to offer myself for re-election as a director of Metcash. I first joined the board in August 2019, and my fellow directors elected me as chair in 2022.

For most of my career, I've worked in the retail and consumer goods industries in both Australia and the United Kingdom. I have been fortunate to have held functional executive positions in a number of different areas, including finance, supply chain, human resources, and information technology, and this culminated in my appointment as the CEO and group managing director of the Super Retail Group for a period of 13 years, during which time the company successfully developed into one of Australia's leading retail businesses. For my sins, I'm also a chartered accountant. I've now had 15 years of experience as a non-executive director of publicly listed, privately owned, and not-for-profit organizations. In addition to my role at Metcash, I am the chair of Universal Store Holdings, which is a publicly listed youth fashion retailer and product developer.

And I am the director of APG & Co., which is a privately owned fashion retailer. I therefore feel that I bring a range of skills and experiences to support the growth and development of Metcash, including governance, strategy development and implementation, understanding of the retail and consumer goods industries, organizational development and transformation, and operations and performance management. But most importantly, I am passionate about the important role that thriving independently owned businesses play in providing choice for Australian and New Zealand consumers and in contributing to the local communities in which they operate. A successful Metcash enables a more successful independent business sector, and it is a privilege to serve as a director of a company with such a significant purpose.

The company has developed strongly over the last six years while successfully navigating the challenges of the COVID-19 pandemic and the more recent downturn in consumer confidence and building activity. However, there is much more to be done for Metcash to meet its potential and to become a great business, and I am excited by the opportunity to contribute to the next phase of development. Thank you. Helen.

Helen Nash
Non-Executive Director, Metcash

Thank you, Peter. Good afternoon, ladies and gentlemen. Peter's profile is outlined in the explanatory memorandum contained in the notice of meeting and also in the annual report. Peter is the Chair of Metcash. Along with board meetings, he attends meetings of the Audit, Risk and Compliance Committee, the People, Culture and Nomination Committee, and the Technology Advisory Working Group. The board has concluded that Peter is an independent non-executive director and unanimously supports his election.

The resolution is now open for discussion. Are there any questions from the floor? Natasha.

Thank you, Natasha Lee. Another question, just saying I've been happy with your performance, Peter, so you have my vote support. Thank you very much.

Thanks, Natasha. Are there any other questions in the room? No. Steve, are there any questions online?

No questions online, Helen.

Okay. I now formally move that the motion that Mr. Peter Birtles be re-elected as a director of the company. I put the motion to a poll and open the poll. Please cast your vote using the electronic handsets now. To vote for the resolution to re-elect Mr. Birtles, please press one. To vote against, press two. If you wish to abstain, press three. Has everyone managed to do that? I can see on the monitor in front of me that most of you have now voted.

I'll just keep the handsets open for a couple more seconds to ensure we capture all of your responses. I now declare the voting closed. The result will appear behind me on the screen. There we go. Great result. I declare the motion carried that Mr. Peter Birtles is re-elected as a director of the company. And I'll now hand the meeting back to Peter. Congratulations.

Peter Birtles
Chair, Metcash

Thank you, Helen. And thank you, ladies and gentlemen, for your support. I thought I was going to get the afternoon off, but apparently not. Now, more important things to do. So actually, role reversal now. And resolution 2D is a resolution to re-elect Miss Helen Nash as a director. So shareholders are requested to consider the re-election of Miss Helen Nash as a director of the company.

Under the company's constitution, Helen retires by rotation at the conclusion of this meeting, and, being eligible, offers herself for re-election. Helen's profile is outlined in the explanatory memorandum contained in the notice of meeting and also in the annual report. Helen joined the board in October 2015 and is Chair of the Audit, Risk and Compliance Committee and a member of the People, Culture and Nomination Committee. So I just mentioned, I think, as we outlined in the notice of meeting, that Helen is coming up to 10 years of service to the board. And the board considered that quite carefully. But as you've seen from this meeting, there has been a significant amount of board renewal at Metcash over the last few years. And with Murray stepping away from the board, we're losing some significant experience.

The board felt that Helen really brings value in many ways to the board. One of the areas that she brings is the experience that she's had as a director of the company as it's evolved and grown over the last 10 years, but also her experience as a former Chair of the People, Culture and Nomination Committee and the current Chair of the Audit, Risk and Compliance Committee. We felt that it was very important that the board retains that experience for certainly the next few years. The board requested that Helen put herself forward for re-election, which she was fortunately happy to do so. The board strongly supports Helen being re-elected as a director. Helen, I invite you to address the meeting in connection with the resolution.

Helen Nash
Non-Executive Director, Metcash

Thank you, Peter. Good afternoon again, ladies and gentlemen.

Peter Birtles
Chair, Metcash

I am very pleased to offer myself for re-election as an independent non-executive director of Metcash. As Peter said, I have been on the board since 2015. I currently chair the Audit, Risk and Compliance Committee, and I served and I still serve on the People, Culture, and Nomination Committee. My executive career spans consumer goods, media, and quick-service restaurants, including my time as Chief Operating Officer of McDonald's Australia, where I led strategy, operations, marketing, and technology. I bring a strong commercial and consumer-focused perspective to the board, informed by over 20 years in brand and marketing roles. I currently serve on the boards of Ampol, and I chair Inghams Group. Over the past decade, I have seen Metcash grow and evolve, and I've been very proud to contribute to its performance and oversight.

I firmly believe in the need for a healthy, independent business in Australia and therefore the vital role that Metcash plays in supporting countless Australian families run their independent stores. I remain committed to Metcash's evolving strategy and governance. And if re-elected, I look forward to continuing to support the company's long-term success and community impact. Thank you.

Thank you, Helen. So this resolution is now open for discussion. Are there any questions from the floor in relation to this resolution? No. Steve, are there any questions online? No online questions. Excellent. So I will now formally put the motion to the meeting that Miss Helen Nash be re-elected as a director of the company. I'll put the motion to a poll and open the poll. Please cast your vote using the electronic handsets now. To vote for, press one. To vote against, press two.

Or if you wish to abstain, please press three. Okay. I can see that the majority of votes have been cast. Just a few final seconds. Okay. I'll now declare the voting closed. The results will appear on the screen. Very pleased to declare that the motion is carried that Helen Nash be re-elected as a director of the company. Okay. And finally, to our troublemaker, Mr. Mark Johnson.

Mark Johnson
Chair of the Technology Advisory Working Group, Metcash

Thank you for that, Chairman.

Peter Birtles
Chair, Metcash

Certainly a bringer of strong diversity to the board. Shareholders are requested to consider the re-election of Mr. Mark Johnson as a director of the company. Under the company's constitution, Mark retires by rotation at the conclusion of this meeting and, being eligible, offers himself for re-election. Mark's profile is outlined in the explanatory memorandum contained in the notice of meeting and also in the annual report.

Mark joined the board in August 2022 and is chair of the Technology Advisory Working Group and also a member of the Audit, Risk and Compliance Committee. The board has concluded that Mark is an independent non-executive director and unanimously supports his re-election. I invite Mark to address the meeting in connection with the resolution.

Mark Johnson
Chair of the Technology Advisory Working Group, Metcash

Well, many thanks, Peter. And good afternoon, ladies and gentlemen. It's my pleasure to say a few words this afternoon in support of my re-election. Metcash is a great company playing an important role in our local communities, and it will be a distinct privilege to continue to serve you. I've spent the last 12 years or so serving on the boards of listed mutual and private companies in a range of industries. Today, I serve on other boards which offer very relevant experience, including Goodman Group, SGH, Aurecon, and Sydney Airport.

My previous board experience includes Boral, Westfield, Coca-Cola Amatil, and HSBC Bank Australia, among others. My direct career followed some 30 years in professional services, which culminated in a period as the CEO and deputy chairman for Asia of PwC. Through this part of my career, in addition to leading a AUD 2 billion business with over 7,000 staff, I served large clients in accounting, audit, risk and control, mergers and acquisitions, due diligence, legal support, and other services. Many of my clients operated in the retail and FMCG sectors. Through my various roles, I have been actively involved in several of Australia's major corporate transactions in business and technology transformations, in business simplification and standardization, in major capital expenditure and property purchases, and related value creation in emerging supply chain, digital, and data strategies, and focused on collaborative approaches to working with customers to build mutual success.

I'm very confident these skills and experience have contributed to the important deliberations of the Metcash board over the last few years, and I believe I'm well placed to contribute to the important strategies and plans we have in place to make this company even greater in the next three years. I'd be very grateful for your support today, and thank you for the opportunity to speak this afternoon. Thank you. Back to you, Chair.

Peter Birtles
Chair, Metcash

Thanks, Mark. Are there any questions in relation to this resolution? No questions from the floor. Steve, are there any questions online? No questions online. Excellent. So I'll now formally put the motion that Mr. Mark Johnson be re-elected as a director of the company. I'll put the motion to a poll and open the poll. Please cast your votes using the electronic handsets now.

Press one to vote for, press two to vote against, or if you wish to abstain, press three. Okay. We're getting quicker. That's good. So just final few seconds. We're good. I'll now call the motion closed. The result will appear on the screen. Pleased to be able to declare that the motion has been carried that Mr. Mark Johnson is re-elected as a director of the company. Congratulations, Mark. So now turning to resolution three, which is the resolution to adopt the remuneration report. The remuneration report forms part of the director's report of the company for the financial year. It is set out on pages 38- 56 of the 2025 annual report. Please note that the vote on this resolution is advisory only and does not bind the directors or the company. The resolution is now open for discussion.

Are there any questions in relation to this resolution? No questions from the floor. Steve, are there any online questions?

Yes, from Stephen Mayne. And his first question is, did any of the five main proxy advisors, ACSI, Ownership Matters , Glass Lewis, ISS, and the ASA recommend a vote against any of today's resolutions? The answer is no. The recommendations were all for. Second question is, will we continue with our excellent practice of disclosing the poll results, including the headcount data as well as the normal share metrics? Will we do that again this year like we did last year? Yes, we will. And the last question is in relation to disclosing the proxy position before when we lodge with the chairman's address and the presentation. He notes that we didn't do it this year. Is there a reason for not doing it?

He believes it's becoming more common practice to do that, and will we do it going forward?

So I think we'll certainly consider it. I can see that it is becoming more common, so we'll certainly have a look at that going forward. No more questions. Thank you. Okay. I now formally move the motion that the remuneration report be adopted. I'll put the motion to a poll and open the poll. Using the handsets, please cast your vote now. To vote for the resolution, please press one. To vote against, press two. Or if you wish to abstain, press three. Okay. I'll just keep the voting open for the last few seconds. Last opportunity. Okay. I think we're good. So I'll declare the voting closed. The result will appear on the screen. Thank you. I declare the motion carried, and the remuneration report has been adopted.

Finally, to resolution number four, which is to approve a grant of performance rights to Mr. Doug Jones, the Group CEO. Shareholder approval is sought to grant performance rights to the Group CEO for his financial year 2025 long-term incentive award. If shareholders approve the grant to Mr. Jones, he will be granted 772,870 performance rights. This number has been determined by dividing Mr. Jones's long-term incentive opportunity of AUD 2,450,000 by AUD 3.17, being the volume-weighted average price of the company's shares traded on the ASX over the 20 trading days ended the 30th of April 2025, which is the last trading day before the start of the company's 2026 financial year. Mr. Jones's LTI opportunity is 140% of his fixed remuneration as at the 30th of April 2025.

The award will be subject to two performance conditions that will be tested over a three-year performance period running from the 1st of May 2025 to the 30th of April 2028. Half of the performance rights will be subject to an absolute total shareholder return hurdle. The remaining half of the performance rights will be subject to an adjusted earnings per share hurdle with a return on funds employed gate opener. Further detail about the award of these performance rights to Mr. Jones and each of these performance conditions is set out in the explanatory memorandum accompanying the notice of meeting. The resolution is now open for discussion. Are there any questions in relation to this resolution? No questions from the floor. Mr. Ashe, are there any questions online? No questions on this resolution.

Just to let you know, one more question has come in in relation to Marina, wanting to ask Marina a question. That's the last question that I've got coming through. Okay. Well, let's just finish this item of business, and then we can come back to that. Thank you, Steve. So please, now I'll put the motion to the poll. Using your handsets, please cast your vote now. To vote for the resolution, press one. To vote against, press two. Or if you wish to abstain, vote three. Okay. Just a few last seconds. Thank you, everybody. I declare the voting closed. The result will appear on the screen. Very good. I declare that the motion to grant performance rights to Mr. Jones is carried. Thank you. So we will, Steve, take that question to Marina.

The question is from Stephen Mayne.

He would like to thank Murray for his nine years of service to the board. He says, "It's always helpful for investors to have access to some exit perspectives from retiring independent directors." He asked Murray, "Could you please comment on what he regards as the best two decisions made during his time on the board? And does he have any regrets? Also, why is he going 11 months before the expiry of his three-year term, given that at the mandate in 2023, he received a whopping 99.35% mandate?"

Mark Johnson
Chair of the Technology Advisory Working Group, Metcash

Murray, you answer this one. Thanks, Peter. And thanks, Stephen, for the question. Firstly, turning to tenure. This is a hard organization to leave. It's a great organization with very strong purpose. But 10 years, almost 10 years, is a pretty good knock. So I don't think anyone would deny that.

I'm very comfortable with what we as a team have done in nearly a decade. In terms of the other question, in terms of regrets, personally, I don't have regrets. I try and do the best that I can with the team that I work with. So it's always a team approach, but I feel very proud to work with very good people delivering a very good result. So I don't have regrets. In terms of what I'm most proud of, 10 years ago, the share price had a one in it, and now it's got a four in it. So that's got to be good progress if we're looking at the numbers. But that doesn't do it justice in terms of what this organization's done in the decade. And one of those things would be the strengthened relationship with owner-operators, our independents.

They are often the most important part of the fabric of communities around this country, and we get to support them doing what they do well. So I'd say that has really strengthened in my time. And I come from a background of supporting and working with owner-operators. So I and the team are very proud of that. The second one would be leadership because at the end of the day, it is all about people. And there's this lovely Māori saying, "He tangata, He tangata, He tangata," which translates to, "It's always the people, the people, the people." So when I look at leadership, leadership amongst our independents, and you've seen many of our retailers in the press, and they are often asked for comment, very, very strong, and do a wonderful job. But to the support centre, leadership, a couple of key decisions.

Doug Jones as our leader and his predecessor, Jeff Adams , would be two of the key decisions, and the executive around that, I believe, in terms of the pillar CEOs who are sitting right in front of me, it's certainly the strongest that this organization has ever had, so I'm incredibly proud of the people that we've assembled, so hopefully that answers Stephen's question, and so nice to have the last word. I didn't think I'd be having one, so thank you.

Peter Birtles
Chair, Metcash

That is a very good way to finish the meeting, so thank you, Murray, and again, thank you for your tremendous service to the company, but as a human and the way in which you've worked with everybody, we're going to miss you, so this concludes the formal business of the meeting. I thank you for your attendance, particularly given what a horrible day it was.

Thank you for your ongoing support of Metcash. I now declare the meeting closed. You should find some bags in the foyer with products from our private label brands. We invite shareholders to take one bag each on your way out. Thank you.

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