Good morning, everyone. I'm Judith Swales, Chair of Super Retail Group, and I'm delighted to welcome you to our 2025 Annual General Meeting of shareholders. I note that a quorum is present, and I formally declare the meeting open. Super Retail Group has connections with Indigenous Australians through our customers, team members, partners, and the communities in which we operate across Australia. We recognize the Turrbal people and the Yuggera people, who are the original custodians of the land from where I speak today. For those attending in person, we have emergency procedures for this venue. The emergency exit for this room is via the door behind you, where you will then proceed to the stairs located in the central atrium of the building, down to the ground floor, and exit via the front entrance doors. In the event of an emergency, one of two alarms may sound.
The alert alarm is a warning beep. If this alarm sounds, please check your surroundings and stand by for further instructions. In the unlikely event we need to evacuate, a whoop-whoop alarm will sound, and everybody should evacuate using this nearest safe exit. The lifts should not be used in the event of an evacuation. Please proceed to the evacuation assembly point, which is the grassed area at the southeast corner of the building. As a courtesy, reminder for mobile phones to be silent or turned off during this meeting. It is a pleasure to have the opportunity to address you both in person for those who have visited our Strathpine office today and virtually for those attending via the online meeting platform. We are conducting the meeting in a hybrid format again this year to provide shareholders with additional opportunities for participation.
The notice of meeting has been distributed to shareholders, and I take it as read. I will now introduce my fellow directors and our Company Secretary. Starting on my far right, we have non-executive directors Mark O'Hare , Penelope Winn, Peter Everingham, Chair of the Board Human Resources and Remuneration Committee, and Anna Sandham, Company Secretary. On my far left, we have non-executive directors Annabel Chaplin, who is Chair of the Board Risk and Sustainability Committee, Colin Storrie, Chair of the Board Audit Committee, and Kate Burley, who is standing for election today. We also have David Burns, our Interim Chief Executive Officer. Members of our executive leadership team are also in the audience today, and representing our external auditor, Ernst & Young, we have Lead Audit Partner Lisa Nijssen-Smith and Justin Feiereisel present. The meeting will now proceed as follows.
First, I will provide some highlights of the past financial year. David will then take you through the group's results and activities for FY 2025 in more detail and provide a trading update. I will then explain the process for asking questions. We will then proceed with the formal items of business for the meeting, which are set out in the notice of meeting, and I'll explain the process for voting. The meeting has been webcast live via the online platform, and a recording of the meeting will be made available on our website as soon as practical after the meeting. As I reflect on my first year as Chair of Super Retail Group, it has been a year of both strong performance from the business and genuine reflection. We've listened carefully to our people, our customers, and our shareholders. We recognize the responsibility that comes with your trust.
I want to start by acknowledging the recent termination of the former Group Managing Director and CEO. The heightened public and shareholder attention following his termination has created understandable concern. I acknowledge that concern and also share your desire and determination to see the company emerge stronger. The appointment earlier this week of Paul Bradshaw as our new Group Managing Director and Chief Executive Officer is an important step forward for the company and advancing the culture that we want at Super Retail Group. Since joining the company in 2019, Mr. Bradshaw has been an accomplished leader within the BCF business. In that time, BCF sales have grown 85%, and profit before tax has increased almost threefold. He has an exceptional understanding of retail, with 30 years of retail leadership experience across Australia and the United Kingdom.
He leads with a clear focus on the customer, and he's highly regarded by his team and his peers. We want to thank David Burns for stepping in as Interim CEO to provide continuity and stability during this period. We also congratulate Michael Wassman on his appointment as Managing Director of BCF. The Board's review and investigation into allegations relating to the former Managing Director and Chief Executive Officer in 2023 was based on the information available at the time and was informed by external legal advice. When information that had not previously been disclosed to the Board came to our attention last month, we acted quickly and decisively. To be clear, the new information recently received from Mr. Heraghty was not information available from company records, nor was it disclosed by him previously.
Had the Board had the information it now has, it would have responded very differently to these matters when they first arose. Having regard to the seriousness of the matter, the Board exercised its discretion to lapse Mr. Heraghty's incentives, including both unvested and vested, but in exercise, performance rights and the cash component of the FY 2025 short-term incentive. This totals a market value of more than AUD 7 million. The decisive steps we have taken as a Board demonstrate that we act with clarity, purpose, and a focus on protecting shareholder value and maintaining the trust of all stakeholders. Our commitment is to our culture, where high standards are clearly expected, monitored, and upheld across all parts of the business. Strong results are important, but how we achieve them is equally important through integrity, transparency, and care for our people and our many customers.
Our role as leaders of the organization is to embed our company values in the business. Better every day is one of those values, and it is not just a value for our team members in our stores, it is a standard the Board also holds itself to. We are committed to continuous improvement in how we govern, listen, and lead. To that end, over the past 12 months, the Board has been united in its commitment to continuously improve the company's governance and board processes. This has included conducting an externally facilitated board evaluation and management performance survey, increased engagement between the Board and the executive leadership team, and initiating the global and local CEO succession mapping exercise that led to Paul's appointments this week, and appointing a new board member in Kate Burley with a diversity of skills and experience. Aligned with our company value, we speak up.
We have also reinforced the importance of a culture where every team member feels safe to speak up, to raise concerns or ideas, and feel confident they will be heard and respected. These actions, combined with the strength of the executive leadership team, place the company in an even stronger position to create long-term shareholder value. Pleasingly, our team member engagement surveys during the year returned an engagement score of 81. This is two points above the benchmark, with a high participation rate of 78%. This is a clear reflection of the pride our team members take in the company, their work, and the connection they feel to our vision, mission, and values. As we advance the next phase of our strategy, continuity at the Chair and Board level provides important stability to sustain the pace of ongoing improvement and performance, and also remain responsive to shareholder expectations.
I'll now move to the performance of the group over the FY 2025 period. Despite a difficult period for the retail sector in Australia and New Zealand, the group reported record sales and continued to strengthen the business. Group sales surpassed AUD 4 billion for the first time, with growth supported by the expansion of our store network and increased online sales. The performance reinforces both the benefit of operating a portfolio of brands and the resilience and agility of the four businesses in our portfolio: Supercheap Auto, Rebel, BCF, and Macpac. Within our brand portfolio, we acknowledge a mixed performance, with BCF and Rebel performing well, while Supercheap Auto and Macpac were below our expectations. When it comes to our strategy, the company continues to invest in loyalty and data analytics to better understand and serve our customers.
We remain committed to our omni-retail strategy, continuing to invest in new stores, refurbishments, and technology infrastructure. While these investments have short-term impacts on profitability, we're confident in the long-term value they will generate. As you would have read in our annual report, as we near the end of our current five-year strategic cycle, the company is updating this strategy so we have a well-developed assessment of the opportunities ahead, the actions we will take, and the capabilities we will need to, as we continue to drive growth and deliver sustained value for you, our shareholders. The Board has been actively engaged with management on the development of this plan. We expect to present our updated five-year strategy, guiding us through to 2030 early next year.
With respect to capital management, the Board remains conscious of the need to maintain disciplined capital allocation to support growth, the company's financial position, and returns for shareholders. In recognition of the group's robust performance and resilient balance sheet, the Board is determined to pay a fully franked final ordinary dividend of AUD 0.34 a share in FY 2025, which is towards the upper end of our dividend payout policy. In addition to the final ordinary dividend, shareholders received a fully franked special dividend of AUD 0.30 a share. Together with the interim ordinary dividend of AUD 0.32 a share, shareholders received aggregate dividend payments of AUD 0.96 a share for FY 2025. The Board's dividend determination reflects our confidence in the company's financial health and our commitment to providing strong returns. We were pleased to deliver double-digit total shareholder returns during the year, an outcome that compared favorably to many of our domestic peers.
As mentioned earlier, the Board welcomed Kate Burley as an Independent Non-Executive Director during the period, and she will stand for election today. Kate has more than 25 years' experience in board and executive leadership roles across the technology, telecommunications, retail, and consumer lifestyle sectors, and has robustly contributed to discussions and provided strong counsel. On behalf of the Board, I want to thank our team members across Australia, New Zealand, and China for their dedication and commitment to the business. Our team members bring passion and expertise to the workplace every day, and it is that commitment of going the extra mile for our customers that continues to deliver a strong return for shareholders. I also take this opportunity to thank my fellow directors for their sound advice and counsel since my appointment as Chair.
Looking ahead, while the retail outlook remains uncertain, the Board is optimistic about the group's future over the medium and long term. With trusted brands in attractive and engaging categories, a growing loyalty member base, a resilient omni-retail model, capable leaders, and dedicated team members, Super Retail Group continues to offer a compelling proposition for shareholders. The past 12 months have reinforced the strength of our model and the appeal of our four core brands. The investments we are making in store expansion, loyalty, digital capabilities, and our people are laying the foundation for sustainable long-term growth and shareholder value. Finally, thank you to you, our customers, and to you, our shareholders, for your ongoing support. I will now invite David Burns to address the meeting.
Thank you, Judith, and good morning, everyone. It's an honor to have been given the opportunity to lead this company on an interim basis, and it's a responsibility that I take with great seriousness and humility. I look forward to passing the baton on to Paul Bradshaw on the 1st of November. This morning, it is my pleasure to provide you with an overview of the 2025 financial year and an update on our year-to-date trading performance. The group has faced a challenging retail environment in FY 2025, with consumers continuing to be cautious with their spending, most notably in New Zealand, elevated competitive promotional intensity across pockets of our business, and ongoing inflationary pressures on our key cost lines.
In this context, we are pleased to be able to continue to grow our revenue from last year's record base, with contributions from both like-for-like sales, continued strong online growth, and store expansion. From a loyalty perspective, our Rebel Active loyalty program enjoyed its first full year in operation, tracking well against targeted KPIs, and we launched Supercheap Auto's Spend and Get loyalty scheme, which commenced on the 1st of July, 2025. During the year, we saw growth in our active club members, customer net promoter scores, and total club member sales for all four brands. I'm pleased to be able to report significant improvements in team safety. Targeted safety initiatives during the year delivered an improvement in our total recordable injury frequency rate from 14.5 - 12.1, with a further reduction in injuries in the current trading period.
That said, of notable concern is the increase in retail crime during the year. With the health, safety, and well-being of our team and customers our highest priority, it is unacceptable that retail workers across Australia are facing escalating tide of abuse, threats, and physical assaults. These are not just statistics; these are our colleagues, our friends, and family members who deserve to feel safe and respected at work. We are strengthening our security measures to manage these risks by enhancing team member training and investing in a number of in-store initiatives, such as new security gates, body-worn cameras, enhanced CCTV monitoring, security tagging, and various forms of securing our high-value inventory to fixtures or behind counters. These initiatives aim to deter criminal activity, protect assets, and, importantly, ensure the safety of our team. We are also maintaining close collaboration with industry bodies, government, and law enforcement.
We know there is a strong community support for our team members, and we will continue to advocate for a safer retail environment for everyone. I want to take this opportunity to recognize the tremendous efforts of our team across the Super Retail Group, delivering another solid result in what has been a challenging retail environment. It is no small achievement and speaks volumes about the dedication, resilience, and professionalism of our 16,000 team members. On behalf of the management team, I want to sincerely thank every team member for the energy, commitment, and care they have shown throughout the year. The group delivered another year of record sales, surpassing AUD 4 billion for the first time. Revenues grew 4.5%, driven by 2.6% like-for-like growth, supported by continued network expansion. Gross margins declined by 50 basis points over the full year to 45.6%.
Most notably, this was attributable to the impact of stock loss. Normalized profit before tax declined 3.9% to AUD 329 million. Normalized net profit after tax was AUD 232 million. Statutory profit after tax was AUD 222 million. The group is entering the financial year 2026 in a strong financial position, with no drawn bank debt and AUD 63 million as its cash balance. Turning to customer highlights, as you can see in this slide, we now have 12.5 million active club members. These active club members represent almost 80% of our sales. Pleasingly, club members' spend as a percentage of sales has continued to increase across our four core brands. Across the group, our club member NPS score has improved from 69 - 71, and again, this reflected improvements across each of our brands.
We continue to deliver on the strong pipeline of store openings, with 31 new stores opened in financial year 2025, and we plan to open a further 23 stores this year. In addition to these new store openings, we have converted two BCF stores to the superstore format, increasing our BCF superstore fleet to five, and we've continued to undertake refurbishments of Supercheap Auto, Rebel, and Macpac stores. Turning to our digital omni-retailing highlights, excelling in omni-retailing execution remains a key pillar of the group's strategy, and the group continues to invest in its digital capabilities to enhance the online experience for our customers. Full-year online sales grew 8% to AUD 524 million and now represents 13% of total sales. Importantly, Click & Collect, which is our most profitable channel, accounted for almost half of our online sales, meaning that 93% of all sales are completed in a store.
Our new distribution centre, which became operational in financial year 2025, initially supporting the Rebel business, will further enhance our capability to meet growing customer expectations for fast and reliable service. Turning to responsible business highlights, our customers, team members, suppliers, and shareholders expect us to operate sustainably and limit the impact of our operations and products on the environment and broader society. We are committed to decarbonising our operations by improving energy efficiency and sourcing renewable energy to reduce our Scope 1 and Scope 2 greenhouse gas emissions. During financial year 2025, we made continued improvements to our emissions intensity, as is evidenced by a lower rate of CO2 emissions per AUD 1 million of revenue. We are very pleased to have made progress with the senior leader gender diversity profile, with female representation among our senior leaders up 4 percentage points to 41% during the period.
We are also proud to be recognised as having a neutral gender pay gap, which at just 3.2% is significantly lower than the national gender pay gap of 21.8% and the retail industry midpoint of 10.6%. Our commitment to diversity and inclusion remains a cornerstone of our workplace culture, and we are pleased to continue to hold the Employer of Choice for Gender Equity citation from the Australian Workplace Gender Equality Agency. Our overall efforts were once again recognised by top-quintile results in the S&P Global Corporate Sustainability Assessment, and we continue to achieve a AA ESG rating from MSCI. Turning to our corporate strategy, during the year, we continue to deliver on our group's strategy based on five drivers: growing the four core brands, leveraging closeness to customer, connecting our omni-retail supply chain, simplifying the business, and excelling in omni-retail.
As we near the end of the current strategic cycle, we are pleased with progress towards our objectives and remain focused on sticking the landing before moving forward with the new strategic agenda. We look forward to sharing that with you in the new year. Turning to our segment results, this slide provides a summary of the segment results for the full year, and I'll now walk through some additional slides to unpack this in more detail for each of our brands. It was a challenging year for Supercheap Auto, with ongoing market softness in New Zealand and elevated competitive activity in Australia, resulting in a full-year like-for-like sales growth outcome below our expectations. That said, the team made a number of tactical adjustments in the second half, resulting in improved like-for-like sales growth and gross margin performance.
A summary of the financial performance of Supercheap Auto is set out on the slide. Total sales grew by 2% to AUD 1.5 billion. Like-for-like sales growth of 0.7% in Australia contrasted with a decline of 2.7% in New Zealand, with both regions reporting improved sales momentum in the second half. Gross margins improved by 30 basis points. Profit before tax decreased by 3% to AUD 197 million in the full year, noting that profit before tax growth was positive in the second half. Now turning to Rebel, Rebel produced a solid revenue outcome during the year, with 3.5% like-for-like growth generated amidst a period of inconsistent consumer demand, as evidenced by variable results in footwear and apparel peers. Disappointingly, the significant step up in stock loss activity during the period negatively impacted gross margins and offset this solid top-line performance.
A summary of the financial performance of Rebel is set out on the slide, and I would like to make the following call-outs. Total sales grew by 4.8% to AUD 1.4 billion. Gross margin declined by 110 basis points, driven primarily by stock loss. Cost of doing business was well managed, declining by 60 basis points as a percentage of sales. Full-year profit before tax declined 1.6% to AUD 101 million, again noting positive profit growth occurred in the second half. Now moving to BCF, the BCF team have once again delivered an outstanding year, delivering record sales and 12% profit before tax growth. Favorable weather supported the key trading periods, and retail execution was strong from the team, including delivering on store format initiatives and ongoing focus of premium global and domestic partnerships, which continue to resonate well with our customers.
A summary of the financial performance of BCF is set out on the slide, and I'd like to make the following call-outs. Total sales grew by 7.9% to AUD 951 million. Like-for-like sales increased by 5.4%. Segment PBT increased by 20 basis points to 6.4%. Segment profit before tax increased 12.3% to AUD 61 million. Finally, let's look at Macpac. Macpac had a mixed financial year 2025. Highlights include record Boxing Day sales, continued expansion of the store network, and ongoing market share gains in Australia, contrasted by weak underlying market growth, most notably in New Zealand. Weather conditions were on balance unfavorable, although it was pleasing to observe Macpac deliver a strong performance late in the period when the cold weather finally arrived in Australia. Profit delivery was impacted by a significant investment in store network expansion, with new stores typically requiring two or more winters for revenue to reach maturity.
A summary of the financial performance of Macpac is set out on this slide. Total sales grew by 3.8% to AUD 231 million. Like-for-like sales grew 2%, with 3.7% growth in Australia, offset by a decline of 0.9% in New Zealand. Gross margins improved by 30 basis points, and segment PBT was AUD 10.3 million in the full year. I'll now turn to the important trading update. The group has delivered 2.6% like-for-like sales growth and 4.5% total sales growth in the first 16 weeks of this year. Supercheap Auto's performance has continued its positive momentum from the second half of 2025, with strong contributions from categories such as filtration, braking, and wipers. Rebel's performance continues to reflect variable demand patterns experienced this calendar year, with softness in football and basketball categories offset by strong growth in footwear. Pleasingly, momentum has improved in October.
Performance in BCF was impacted by a softer Father's Day campaign, adverse weather conditions in New South Wales, and the algal bloom in South Australia. Performance has been steadily improving in October ahead of its key summer trading period. Macpac has enjoyed strong sales momentum, with double-digit like-for-like sales growth since trading update in August and a solid contribution from recently opened stores. Group gross margin is broadly stable compared to the prior year. We are pleased to advise that the new Supercheap Auto loyalty program, Spend and Get, is now in market and expected to drive a stronger share of wallet across key customer segments and improved promotional flexibility, with a neutral impact on gross margins. Whilst macroeconomic conditions appear to be improving, the outlook for consumer spending remains uncertain. We expect consumers to continue to manage their spending carefully and prioritize value-for-money purchases.
As always, the group's first half result will be highly dependent on trading in the peak Christmas trading period, with the cyber sales event commencing in the coming weeks. I would like to acknowledge the commitment of our leadership group, who have been focused on successfully executing and trading the business and delivering on our strategic projects. I would like to again thank you, our shareholders, for your continued support. I'll now hand over to Judith.
Thank you, David. I will now come to the formal items of business for the meeting. I will introduce each item of business separately and then respond to questions for that item. For each item of business, the number of proxy and direct votes received prior to the meeting will be shown on the screens in this room in front of you and displayed via the online platform. All open proxies given to the Chair will be voted by me in favor of all items. The first item of business is to receive and consider the financial report of Super Retail Group for the financial year ended 28th of June , 2025, together with the directors' report and the auditor's report. Please note there will be no vote on this item.
David and I have already shared in some detail the company's performance for FY 2025 in our addresses, and we are now happy to take questions from shareholders. As noted at the beginning of the meeting, Lisa Nissen-Smith of Ernst & Young is here with us today. Questions on the conduct of Ernst & Young's audit, their auditor's report, the company's accounting policies, and Ernst & Young's independence in relation to the audit may be directed to Lisa through me. Only shareholders and proxy holders may ask a question during today's meeting, and could you please direct all questions to me in the first instance? There are three ways to ask a question today. If you are attending in person, you can ask a question from the floor.
For shareholders and proxy holders attending online, you can submit a written question by clicking on the Ask a Question button and selecting General Business or the resolution to which your question relates. Type your question into the box and click Submit. We ask that you please submit one question at a time, although you can start submitting online questions at any time now. I will not read out and answer these questions until the relevant time in the meeting. Where there are multiple questions on the same topic, we will endeavor to group them together. Finally, audio questions can also be asked through the online platform, and this will allow you to ask a live question. You can ask an audio question by clicking on the Ask a Question button and following the instructions on your screen.
When it is time to ask your question or make your comment, the moderator will introduce you to the meeting. Your line will then be unmuted, and you'll be prompted to speak. If you've also joined the meeting online, please mute your other electronic devices before you speak to avoid technical difficulties for you and other shareholders. For each item of business, any questions submitted in advance will be addressed first. I will then address questions from the floor, followed by written and audio questions from the online platform. If you have a customer issue or would like to discuss other matters that don't relate to the items of business for the meeting today, please contact our Investor Relations team, whose details are available on our website.
In order to give shareholders present a reasonable opportunity to comment and ask questions, could you please limit your questions to no more than two at a time? As we move towards the formal items of business, I will now address some procedural matters for this meeting. We will be holding a poll on all the resolutions before this meeting. To allow everyone attending an opportunity to vote, I now open the polls for all the items of business that shareholders will vote on today. The polls will remain open until five minutes after the meeting closes. At the conclusion of the meeting, or if you choose to leave the meeting sooner, please place your voting cards in one of the ballot boxes that are located by the exit doors.
For shareholders and proxy holders attending today via the online platform, you will need to register in order to vote and participate in this meeting online. Our virtual meeting guide provides information on how to register, as well as how to vote and ask questions through the online platform. This guide is accessible in the AGM section of our website and the online platform. If you experience any technical difficulties or require assistance accessing or using the online platform, please contact MUFG Corporate Markets, whose details can be found in the virtual meeting guide. We will announce the poll results to the ASX later today and also post them on our website. Rachel Teo of MUFG Corporate Markets, the company's share registry, has been appointed returning officer and will determine the results of the polls. Turning to item one, we have received a number of questions from shareholders, Mr.
McCauley and Mr. Gash, on item one in advance of the meeting, and thank you for your question. The question relates to the performance of the company, what the board did to investigate the allegations made against the former MD and CEO, first made in 2023, and what changes that I, as Chair, am planning to implement to board oversight and reporting to ensure for future performance of the company. We have listened carefully to our shareholders. We have heard your concerns. The board's review and investigation into the allegations relating to the former MD and CEO was based on information available at the time and was informed by external legal advice that the board relied upon. The new information recently received from the former MD and CEO was not information available from company records, nor was it previously disclosed by him.
When the new information came to our attention last month, we acted quickly and decisively, terminating the MD and CEO for cause. Of course, had we have known then what we know now, we would have responded very differently to those matters when they first arose. The board exercised its discretion to lapse Mr. Heraghty's incentives, including unvested and vested but unexercised rights, and the short-term incentive, and this totaled the market value of more than AUD 7 million. In February this year, I commissioned a comprehensive board performance evaluation survey. It was facilitated by an external consultant. The evaluation covered 11 key areas, including board composition and skill set, culture, and my leadership. The performance evaluation found that the board is operating effectively, and there are a number of areas of significant strength.
It also identified areas for ongoing improvement, including ways of working for the board and spending more time with the brands and the leadership teams. This performance evaluation and the decisive steps we took in September demonstrate that this board, under my leadership, acts with clarity, purpose, and focus on both protecting our company values and the trust of all our stakeholders. In the last 12 months, your board has increased its engagement with the executive leadership team. I now conduct one-on-ones with each member of the executive leadership team to get under the hood of any emerging issues early. We initiated a global and local CEO succession mapping exercise that led to Paul's appointment this week, and we appointed a new board member in Kate Burley with a diversity of skills and experience.
As demonstrated, your board remains steadfast in its commitment to consistently advancing how we govern with integrity, we listen, and with empathy and purpose. I will now take any of the questions from the floor on item one. If you would like to ask a question, please approach the microphone at the back.
Good morning. My name is Paul Donahue, and I am here today representing the Australian Shareholders Association. I'm assisted by David Midwood, another member. Today, we're holding proxy from 56 retail shareholders. My first question is about the workplace litigation. I appreciate the comments you've just made. After the initial thorough review and investigations, they concluded that none of the whistleblower allegations were substantiated. The board sided with the CEO, who you might say had everything to lose, rather than with the two whistleblowers who had nothing to gain, and then launched a combative legal strategy against the whistleblowers at considerable cost. Eventually, as you've just pointed out, when new details came to light, the CEO was quickly terminated, and the company settled with the whistleblowers. My questions are, was the board's initial decision to pursue legal action against the whistleblowers unanimous?
When the original allegations came to light, given the seriousness and sensitivity, we engaged an external law firm who undertook the investigation. We acted, and we relied on that, and that was on that basis. As a board, we have been united.
I'll take that as a yes. Second question, how often did the board formally review that position, for example, revisiting the allegations, questioning the CEO, and calling for further independent investigation?
During preparation for the litigation and defending the claims when they came through, there continued to be extraction of data and interrogation of data that was available to us. As I say, you know, we relied on the investigation. We continued to do massive data extraction. When the new allegations, the new disclosures came forward six weeks ago, they were beyond disappointing. Of course, had we have known that, we would have acted very differently at the time. That was information that was not obtainable by the board. It did not reside on company records.
Okay, and one last question on this topic. Now the matter has been settled. Will the board provide complete disclosure of the total cost borne by shareholders for the legal proceedings, the settlement, and other expenses?
The terms of the settlement are confidential, and we will abide by that. We will account for costs according to the applicable accounting standards and following previous practice.
Okay, thank you.
Thanks, Paul.
Hello, Adrian Voss, shareholder. Quick question. I know what stop-loss selling is on the share market. What's stop-loss selling with Super Retail, and how does it have an impact? You referred to stop-loss selling.
I'm not sure what context you've seen that.
No, what do you do? Do you just?
I mean, the stock that's been stolen?
Stop.
I thought you said stock loss selling.
Oh, stop-loss.
Thank you. Our stock loss is a term that we use internally to refer to theft, and what's commonly referred to in the industry is shrinkage. Stock loss is something which all retailers face. It can be both internal or external, but what we've seen is a very heightened increase in loss of stock, of theft, particularly in the Victorian stores, and particularly CBD stores and Metro stores have been much higher than it has been in some time. Sorry.
Right, yeah, because I was thinking in a totally different vein because in the share market, stop-loss is, you know, the price goes down, you sell. I was just wondering, why were you doing this?
No, you referred to stock loss, and yes, I can see the confusion. My apologies.
Thanks, David.
Hello, Len Mangan, shareholder.
Hello.
Back to the previous question. Are there any further outstanding legal matters, including relating to the previous Chair, Sally Pitkin?
There is an ongoing legal process with ASIC, which is ongoing. I can't comment on that. There have been reports of a Fair Work complaint, which I think made the media last week with a lady by the name of Renee Williams. That has been investigated by Fair Work. We won't be making any more comment on that, but that's what we are aware of. Thanks for your question.
Thank you. Anyone else got the questions?
There is going to be more opportunity as we go through the various resolutions. Thanks, Len.
You mentioned the speak-up program in your opening remarks.
Mm-hmm.
A fundamental principle of any whistleblower program is the notion that the people who raise issues are not penalized for doing so. Obviously, there's a notion that claims must be validated before action is taken against anyone who's a subject of a whistleblower. What damage has this episode caused to your whistleblower program, and what is being done to restore confidence in it?
Thanks for your question, Paul. We have a really strong culture. One of our values, I've talked about a couple of them, but one of them is we speak up, and we encourage all members of our organization to speak up. I can assure you that the whistleblower complaints were thoroughly investigated, some internally because they were checking expense records and things like that, then we engaged an external law firm, obviously, for other things. We thoroughly investigate all whistleblower complaints. We have an integrity office. We have two integrity officers when whistleblower complaints come in. When they are deemed serious, they are raised with the board, the head of our risk and sustainability company, or with myself. Inga Kirkman, who's our Chief Legal Officer, is one of those, as is Kevin Figueiredo , our Head of HR. We take whistleblowing really seriously.
It's that culture that really is important, which is where people feel they can speak up, they can be heard, and they can be respected, and they feel safe to do so. That is an absolute focus, and it's one of the reasons we appointed Paul was that his ability to lead a team and to embed the culture that we want to see is absolutely of paramount importance to our board and to all our people and to your shareholders.
Thank you.
Are there any other questions? I will now take written questions from the online platform on item one. Okay, there are no further questions on this item from the online platform. I will now take audio questions from the online platform on item one.
There are no audio questions at this time.
I will now move on to the next item of business, which the second item of business is the adoption of the remuneration report, which you can find on pages 57 - 88 of the 2025 annual report. The remuneration report sets out the remuneration arrangements in place for directors and senior management during the period. It also reports on the board's assessment of management's FY 2025 performance against the objectives established at the start of the year. The vote on the remuneration report is advisory, however. The board always considers the results of this vote as it reviews the company's remuneration policy and practices in the future. The group produced a solid financial result in FY 2025.
By design, the reward outcomes for FY 2025 reflect those results appropriately, rewarding executives for their contribution to the success of the group through delivery of both short-term milestones and long-term sustainable value to the company's shareholders. The board recommends that shareholders vote in favor of item two. I will now respond to questions on item two. We did not receive any written questions from shareholders on item two in advance of the meeting. I will now take questions from the floor on item two.
You pointed out how after terminating the CEO, you acted quickly, so congratulations on that. However, he was still scheduled to receive a cash bonus of more than AUD 620,000, and the clawback provisions, which the board has at its disposal, were not used to recoup shares he had already received. The question is, why did the board determine that the circumstances surrounding the former CEO's termination did not warrant applying the harshest financial penalty available? If a CEO misleading the board for more than a year is the most severe thing you can imagine, when would you use the harshest penalty at your disposal?
Thank you for that question, Paul. I think just to be clear, the short-term incentive for last year was due to be paid on the 23rd of September. We withheld that payment. Yes, there are clawback provisions in the contracts and in the program, and we're currently taking legal advice on that.
Okay, thank you.
I will now take written questions from the online platform on item two, which there aren't any, I'm told. I will now take any audio questions from the online platform on item two.
There are no audio questions at this time.
I will now put the resolution for item two to the meeting. The direct voting and proxy position for item two will now appear on the screen. In accordance with the voting exclusion statement in the notice of meeting, the company will disregard votes cast by certain persons on this item. If you have not completed your voting card for item two, please do so now. I will now move to the next item of business. Item 3.1 is for the election of Kate Burley as a director of the company. Kate was first appointed as an independent non-executive director on the 11th of November, 2024 and now offers a self-election. Information regarding Kate's background and experience is set out in the notice of meeting. Kate is a member of the Board Nominations Committee and the Board Risk and Sustainability Committee.
The Board, with Kate abstaining, recommends that shareholders vote in favor of Kate's election as a director. I now invite Kate to address the meeting.
Thank you, Chair, and good morning, fellow shareholders and customers. I'm delighted to stand for election to the board of Super Retail Group. I appreciate the responsibility that comes with seeking election as an Independent Non-Executive Director, and I acknowledge that shareholders rightly expect a board with the right mix of skills and independence and global perspective to both challenge and support management in delivering sustainable value. I have the right attributes and experience to meet these expectations. I chose to pursue the opportunity to join Super Retail Group as a director because it's an Australian and New Zealand retailer with trusted brands, strong customer affinity, and a clear opportunity to strengthen its omnichannel and digital capability. These are precisely the kind of challenges that motivate me.
When I joined the board in November, I also knew my responsibility would be to bring an independent perspective and a challenging mindset as the group faced into a series of challenges as outlined already by the Chair. I've worked to strengthen the group's strategy and risk management across all areas of the business. My strong independence and understanding of governance should contribute to shareholders' confidence in this area. I've also contributed as a member of the Board Risk and Sustainability Committee and the Board Nominations Committee. As the group manages areas of high importance, such as succession planning, cybersecurity, and supply chain resilience, I've applied my experience to board deliberations and guidance. Additionally, I've frequently been able to draw on my global and local experience in both technology and consumer industries to strengthen oversight, digital investments, customer engagement strategies, and emerging regulatory expectations.
When it comes to tackling ESG, cyber, digital transformations, this is not new territory to me. My natural decision-making process is to start with the customer in mind and to work back from there. This approach has served me well throughout my career and is highly applicable to Super Retail Group. During my executive careers with Amazon and Intel, I led teams navigating large-scale technical transformations, consumer platform disruption, and regulatory scrutiny across multiple jurisdictions. These experiences are relevant to the group as it enhances its omnichannel model, manages data, digital trust, AI adoption, and operational resilience. I've seen firsthand how customer experience and digital integration drive value, but also how important governance, ethics, and risk management are in sustaining that value. That perspective is one I bring into every boardroom discussion. I'm honored to serve on the board of Super Retail Group.
With your support, I look forward to continuing to contribute an independent and informed perspective that strengthens the group. Thank you for your time today.
Thank you, Kate. I will now respond to questions on item 3.1. We did not receive any written questions from shareholders on item 3.1 in advance of the meeting, so I'll now take questions from the floor on item 3.1.
Thanks very much. Kate, with your welcome and with your experience and the least amount of shop blindness, if I might call it that, the freshest eyes on the board, what would you think are the three greatest risks facing the company today?
Thank you very much for your question. Thinking in threes, I think the first, risks and opportunities are good bedfellows, right? I would tend to say our biggest opportunity really is to have a successful transformation around omnichannel and digital so that we can meet our customers where they want to shop with us. I think we're already doing a great job at that. With the backend opportunity of technology transformations, they can often slow business continuity down while you're trying to learn and implement new ways of doing things. It's just balancing what we need to do today to run the strong business we already have while we're also thinking about what we need to do for what our customers are going to want in the future. That's more than three things. The other one, the shorter term, is culture.
I think Judith has referred to that quite a lot throughout today, making sure that we continue to strengthen and enhance our culture and trust with our staff members, from the person on the shop floor right through to people in the highest levels of the management team. Working on that is something that all companies should seek to be doing all the time, which we do as well, but we've obviously got a short-term challenge in that area. The third one, I think, is just getting through peak, right? We're going into Christmas selling. I think that we've heard that it's a bit patchy out there. We've got to think about how consumers are going to shop this year. It's not a risk.
I think it's more of an opportunity, but having a transition of a new CEO in place, it's a great opportunity for him to lead the team through this exciting selling period. Thank you.
Thanks, Kate.
Hello, my name is David Midwood on behalf of the Shareholders Association and also a really tiny shareholder. My phone is full of apps, retail apps, and to the Chair and Kate, with respect to your comments in relation to the omnichannels, et c, correct me if I'm wrong, but none of the key brands and for Super Retail Group have an app. Is that an opportunity, if that's correct, is that an opportunity for growth?
Thanks for your question, David. We obviously have been in the digital game for a while, and part of the next arc of our strategy is really about how do we upgrade that digital technology. I'm not sure if apps are actually on the horizon. Maybe I won't know. David's going to come and talk to me, but I would hope so.
Thanks, Judith. We do not have a plan for an app per se. We have a digital wallet where you'll be able to see, and it's in market right now, where you'll be able to see your points for Rebel, for the Rebel Active program, or your credits associated with the Spend and Get program for Supercheap Auto, or even if there's a credit program that might be passed to high-value customers in BCF, they would become available in your wallet, which has your Club Card, and actually will also have that information available to you. We have chosen to focus on a digital wallet as a solution rather than an app in itself. Thank you.
Thanks, David. I think it's also fair to say we're upgrading our websites to be more mobile-friendly. I will now take written questions from the online platform on item 3.1, of which there aren't any. I will now take any audio questions from the online platform on 3.1.
There are no audio questions at this time.
I will now put the resolution for item 3.1 to the meeting. The direct voting and proxy position for item 3.1 will now appear on the screen. If you have not completed your voting card for item 3.1, please do so now. Thank you. I will now ask Colin Storrie, who is the Chair of the Board Audit Committee, to assume the role of Chair of the meeting for agenda item 3.2.
Thank you, Judith. Good morning, everybody, here at Strathpine and also online as well. I'll now move to the next item of business, which is item 3.2, and it's for the reelection of Judith Swales as a Director of the company. Judith was first appointed as a non-executive director on the 1st of November, 2021 and now offers herself for reelection. Information regarding Judith's background and experience is set out in the notice of meeting. Judith is Chair of the Board Nomination Committee and a member of the Board Human Resources and Remuneration Committee. Judith has been a highly effective and diligent Chair of Super Retail Group since taking over that role in October 2024. Judith has a strong relationship with her fellow board members, the executive leadership team, and with the CEO and Managing Director-elect, Paul Bradshaw. Her reelection will provide vital continuity to Paul in his new role.
Following the disclosure of new information from the former MD and CEO in September 2025, under the leadership of Judith, the board moved quickly and decisively to terminate the former MD and CEO's employment. She also took the lead in settling workplace litigation matters with former employees. It's for these reasons the board has full confidence and unqualified support for Judith. The board, with Judith abstaining, recommends that shareholders vote in favor of her reelection as a Director. I'll now invite Judith to address the meeting.
Thanks, Colin, and thank you for the opportunity to address today's annual general meeting in support of my reelection as a Director and Chair of Super Retail Group. As Colin said, I've been an independent non-executive Director of Super Retail Group since November of 2021, and I took over as Chair in October last year. I'm also the Chair of the Board Nomination Committee and a member of the Human Resources and Remuneration Committee. Since being appointed Chair a year ago, I've worked hard, along with my fellow Directors, to continuously improve the company's governance, oversight, and board processes to make sure we continue to deliver for you, our shareholders. I take my responsibility seriously. I remain committed to leading with transparency and accountability, delivering strong board effectiveness and oversight.
As I mentioned in my opening address, one of the first initiatives I undertook on my appointment as Chair was to conduct an externally facilitated board evaluation and a management performance survey. This process identified areas for ongoing improvement, including ways of working for the board and increasing engagement with our brands and leadership teams. My skills and contributions are deeply aligned with the company's strategic priorities as it looks to advance its 2030 strategy. I have extensive executive management experience in major customer-facing businesses, both in Australia and internationally. I also have significant Australian-listed company board experience, having served as a non-executive Director of Virgin Australia, Juliet's Group, and Foster's. My experience has provided me with a strong understanding of customer-centric strategies and the nuances of retail operations, which are critical to driving growth and innovation in today's increasingly competitive and technology-driven market.
Having worked across diverse global markets, I bring a broad perspective on international business dynamics that support effective strategic planning. I reaffirm my commitment to give the board my full attention and focus and have sufficient time and capacity to serve shareholders and appropriately discharge my responsibilities. Above all, I'm incredibly passionate about our business. We have a proven and dedicated management team leading highly engaged team members, strong and growing sales in the right categories, and a robust balance sheet. I'm genuinely excited about the future prospects of our business. At this critical stage of board renewal and CEO transition, continuity of leadership is vital to maintaining strategic momentum, build on our governance frameworks, and advance our culture to deliver shareholder value.
I seek your support in continuing to serve as Chair so we can complete a smooth transition of new CEO Paul Bradshaw and the ongoing development and implementation of our 2030 strategic arc, all of which is in the interest of shareholders and long-term value creation. Finally, it has been my pleasure to serve as Chair over the past 12 months and as a Director for four years. Subject to your vote, I look forward to continuing to lead the board as we position the company for sustainable growth.
Thank you, Judith. Turning to questions, we did not receive any written questions from shareholders on item 3.2 in advance of the meeting. I'll now take questions from the floor in relation to item 3.2.
In Colin's remarks, he pointed out that under Judith's leadership, you took swift action against the former CEO, which is true. It's also true to say that under her leadership, you pursued the aggressive legal strategy against the whistleblowers that was inherited from your predecessor. My question is, what has Ms. Swales learned from the experience? With the benefit of hindsight, what might you have done differently?
Let Judith answer that question. Thanks, David.
Thanks for the question, Paul.
Paul, I got the topic in my mind.
Look, I would say I think, you know, whilst policies and procedures are really important, it's really about the culture and the trust that exists amongst our people. That's right from the shop floor through management and between management and the board. The more open and the more safer that environment is for everybody, so everybody can speak up, I think is one of the most important things. Understanding how the business works from the front end and the shop floor all the way through is really important too. We've spent time as a board looking at our new DC. We spent time in stores. We spent time with the people understanding how this business works and creating a relationship where I hope I think management feel free to raise concerns and issues.
They know they'll be heard, and they'll feel safe in doing so.
Okay, thank you.
Thanks.
Okay. If there's no further questions on the floor, I'll take any questions online on the written platform. There's none. Okay. Great. Any audio questions from the floor?
There are no audio questions at this time.
Great. I'll now put the resolution for item 3.2 to the meeting. The direct voting and proxy position for item 3.2 will now appear on the screen. If you have not completed your voting card for item 3.2, please do so now. Congratulations, Judith. I'll now return the Chair of the meeting back to you. Thank you.
Thank you, Colin. As we move towards the close of this meeting, does anyone have any final questions or comments? Shareholder Mr. Gash had further questions submitted in advance of the meeting. Mr. Gash, thank you. I've already answered two of your questions, and I will answer a third one now before moving to questions from the floor. Mr. Gash asks, "How did the board ensure that the recruitment process for the MD and CEO prioritized integrity, culture, and ethical leadership, not just commercial performance?" As I mentioned earlier, when I took over as Chair, one of my first acts was to conduct a global and local mapping exercise, to undertake a scan of the market to understand what talent was out there. This process included evaluating both internal and external candidates to ensure we had a strong pipeline for the next CEO.
The board was actively involved at every stage of the recruitment process, and we were supported by independent search firms. We had formal criteria that considered leadership capability, governance, and cultural alignment. Internal and external candidates were assessed side by side to ensure the final appointment met with the high standards that we expect. The appointment of Paul this week to the MD and CEO role is a testament to the strength of our internal talent and succession planning processes. The board is confident Paul will lead Super Retail Group into its next phase of growth, providing for continuity of strategy and execution while remaining true to our vision and our values. I'll now take any questions from the floor.
My name is Roger Prentice. I'm a shareholder. Madam Chair, I was just wondering if the board had given any thought to giving shareholders a discount when they buy products from any of the four companies. The implementation would be fairly easy if you've already got 45% of the Australian population involved in loyalty programs.
Thank you for your question, Roger. I think we would encourage all our shareholders to join our member programs when the discounts, you know, if you go into a BCF, members get an additional discount. I think rather than setting up a separate shareholder program, we'd encourage shareholders to join the loyalty programs that we've recently deployed. Thank you.
Hi. Good morning. My name is Rojas. I'm a shareholder. I've just flown up from Colin and Winn in Melbourne this morning to sunny and warm Brisbane. Lots of sunny and warm. Anyway, I've got two questions, one to non-executive directors and one to executive management. To non-executive, it's actually directed to Mark. Mark, you attended Berkshire Hathaway meeting this year, earlier this year, May, which I also had the privilege to attend. That was quite a meeting when Warren Buffett announced his retirement after 60 years. Now, Buffett is famous, and that's what I'm following in terms of the investment. Famous at saying the great businesses share three or four qualities. That's what he looked at, you know, back in 1977. He outlined those principles. One of them, you should invest into something you understand.
It should have some durable competitive advantage, and probably durable is more important among all these words. Honest and competent management. He said honesty is the most important. I think this company learned it a bit the hard way recently. Last but not least, a well-built fair price. Anyway, given your association with the Super Retail Group for so long, and right from early days, and as a shareholder yourself, you know business better than anyone else. What's your perspective and which elements of Super Retail Group today best aligns with that philosophy? How do you see those strengths helping the group compound the value for shareholders over the next 5- 10 decades?
Thank you for your question, but we wouldn't typically put our independent non-executive directors on the spot. I'm going to suggest, and I appreciate, and Mark does share when he goes to the Berkshire Hathaway conferences. He does come back and share with all of us the ethos that Warren Buffett has, you know, very, very successfully deployed. If you don't mind, I'm going to ask that Mark comes in and has a conversation with you after the meeting. I think we would say that the things that Warren Buffett looks for in a company, I think largely exist within Super Retail Group. We do have competitive advantages. We're building moats around our business. We have a strong leadership team. We are constantly looking to grow and to take very, very kind of, I would say, moderate risk to grow our business.
At this stage, it's probably better, Mark, if you're happy, to connect after the meeting.
I will definitely connect. How are you going to maintain this moat? I mean, it's all good to say he's at the brainpower, he's at the market position. What is it, all of the things?
I think it's a combination. We continue to grow our retail network. We know we still have opportunities. We have lots of what we call white spaces where we don't currently have stores. I would say something like Supercheap Auto in Victoria is a great example. We know we have room to grow the store network. We also know we have room to grow our online business. We can grow our share in that space, which is why we continue to invest in our digital capability, why we recently deployed our loyalty program and our personalization program so that we know our customers better than our competition. We think about how do we continue to increase that moat around our businesses and continue to maintain our market leadership.
It's good that you've got the market leadership at the same time as we saw just from what David shared in the presentation. You've got the revenue going up, however, the margins are getting squeezed, if not going backwards a little bit in terms of profit.
Gross profit is, I would say, is pretty flat at the moment. We did have some obviously erosion last year through the stock loss. I think David spoke to that quite well. It is a real issue for retailers, and particularly from where you and I hail from down in Melbourne, where it is very focused in Melbourne. I always saw the increase is focused in Melbourne. This isn't petty shoplifting. This is organized crime. We are working with the authorities, the police, and other retailers to learn and to try and address these issues.
Good.
Thank you for your questions.
Two questions, if I may, unrelated. Can Paul tell us why he's the best person for the job? The second question is, there was a reference to how the sales for BCF and Rebel, I think it was, improved sales in the second half of the year. How much of that was attributed to actions taken by the board and executives? How much was it external factors? If it was internal actions, what sort of actions were taken?
We're actually going to give Paul a chance to speak at the end of the meeting, if that's okay. I thought we'd get the formal, we'll try and get the formal bit of the meeting out of the way, and then we're going to allow Paul to come and address the meeting and speak to you all, if that's okay. He may maybe talk about the magic he worked in BCF.
Second question about the sales in the second half of the year?
For BCF?
No, BCF and Rebel, I think it was.
Thank you for the question. Certainly for Rebel, it was a consequence of range changes that we've been making, particularly in footwear. We've had a series of initiatives that we've been cascading, some of the benefits that we've received from the RCX format into the rest of the network, and extended some of our range to have a better experience in terms of sourcing products out of what we would call the foundation stores, the 100-odd stores that are your stores in suburban areas, which previously we'd sort of got stock and high quality and interesting range in our RCX format, but we hadn't pushed it down to the rest of the network. That was one of the driving factors. Certainly for BCF, it's a consequence of the initiatives that have been undertaken in the BCF network, the superstores, the range extensions, forward driving.
There's been a series of different initiatives, and I think Paul, you could probably talk to those when he does speak, that have been driving those gains.
Thanks, though. Thanks, Lynn, for your question. Okay, we will now take written questions from the online platform. There aren't any. I'll now take any audio questions from the online platform.
There are no audio questions at this time.
Thank you, everyone. For those attending in person, please remember to place your completed voting cards in the ballot boxes beside the exit doors. If you need any help completing your voting cards, one of the MUFG Corporate Markets representatives will assist you. For those attending online, please finalize and submit your votes online before clicking submit vote before the polls close. The polls will remain open for five minutes after the close of the meeting. The results of the poll will be announced to the ASX as soon as practical after this afternoon. On behalf of the Board, I would like to thank you for your attendance, your participation, and your support of Super Retail Group. I hope that you will now join me, my fellow directors, and senior management for some light refreshment.
I will now declare the meeting closed, but Paul, would you like to come and say a few words to the meeting?
Thank you, Judith, and thank you all our shareholders who have taken the time to attend today's meeting. It's truly appreciated. I look forward to connecting with as many of you as possible once the meeting is concluded to answer many more questions, I'm sure. I'd like to begin by saying that it's a genuine privilege to lead a business that I know so well and believe in so deeply. The journey of Super Retail Group is something I am incredibly proud to be part of, and I am both honored and excited by the opportunity to guide the company through its next chapter. The new chapter will continue to build on the rich heritage and strong foundations laid down more than 50 years ago by our founder, Reg Rowe.
When I reflect on Reg's values, his boldness, his customer-centric mindset, and that unwavering passion for our team, I can promise you I am inspired to carry that legacy forward. These principles remain as relevant today as they were in the beginning, and I am committed to nurturing and expanding them as we grow together. As CEO, my focus will remain steadfast on delivering exceptional value for our customers, supporting our team, every one of them, advancing in our culture, and driving sustainable long-term returns for you, our shareholders. My experience leading BCF has been incredibly rewarding, leading over 2,700 team members. I am genuinely excited about the opportunity to collaborate closely with our exceptional team members in Supercheap Auto, Rebel, and Macpac. Each of these four brands is not only powerful and purpose-driven, but also deeply loved by our customers.
Behind these brands is a highly skilled and dedicated support office team whose efforts are critical to our ongoing success. I'd like to thank you, Judith, for this opportunity. I look forward to working closely with all of our directors as we execute our strategic priorities and, more importantly, deliver on our commitments. Finally, I'm committed to delivering sustainable value to you, our shareholders. Your support is absolutely paramount, and we truly appreciate it. Thank you once again. I'm excited about the future and confident in our ability to achieve just great things together. Thank you very much.