Accent Group
Annual Report 2021

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Accent Group Limited 2021 Annual Report Accent Group Limited 2021 Annual Report Annual Report 2020 Accent Group Limited (AX1) is a market leading digitally integrated retail and distribution business in the performance and lifestyle market sectors. With over 600 retail stores and 31 websites across 26 different retail banners, exclusive distribution rights  for 19 international brands, a growing portfolio of owned  brands across Australia and New Zealand, and over  8.4m contactable customers, the Group is  well-positioned for future growth. Contents 2  Our Brands 8  Chairman and Chief Executive Officers’ Report 11  Sustainability Report 19  Directors’ Report 28  Auditor’s Independence Declaration 29  Remuneration Report  44   Statement of Profit or Loss and Other  Comprehensive Income 45  Statement of Financial Position  46  Statement of Changes in Equity 47 Statement of Cash Flows 48  Notes to the Financial Statements 88  Directors’ Declaration 89  95  Shareholder Information 97  Corporate Directory Independent Auditor’s Report 1 1 Accent Group Limited Annual Report 2021 Our Brands Platypus has 148+ stores across Australia and New Zealand, and is now the region’s largest multi-branded sneaker destination across, offering a wide range of iconic sneakers from around the world. Hype DC is the premium destination for the latest exclusive footwear in Australia and New Zealand. Opening our first store in Mosman in June 1998, Hype DC is the longest-standing, Australian-owned footwear retailer with 79 locations and a thriving e-commerce business. JOB NAME FALL20_W_SKECHERS_FASHION_FLOWERS_36x18 Job # ITG47280 Filename ITG47280_FALL20_W_SKECHERS_FASHION_FLOWERS_36x18. Print Scale Last User / Previous User Beth Graham / Beth Graham Fonts None Colors Cyan, Magenta, Yellow, Black T N E T N O C Requestor Kelly O. Due Date 01/11/2021 Trim 36" x 18" Bleed 36.5" x 18.5" Live None Scale 1" = 1" (100%) P U T E S Color(s) CMYK Overprinting -- Custom Techs Paper Stock -- -- Traffic Manager Dominique W. G N I T U O R Production -- Designer Beth Anna G. Reviewer Darren H. Quantity -- 1st Comp Date 01/11/2021 2nd Comp Date -- A/R Date 01/18/2021 Links ITG47280_FALL20_W_SKECHERS_FASHION_FLOWERS_36x18.psb (CMYK; 300 ppi; 100%) None Round No. Last Modified 1-11-2021 5:08 PM 1 Skechers is a global leader in lifestyle and performance footwear. We operate 131 Skechers stores across Australia and New Zealand. Skechers Printer None With 145 stores across Australia and New Zealand, The Athlete’s Foot is the region’s largest speciality athletic footwear retailer, known for its exceptional in-store customer service experience and fitting technology. Launched in 2012, Stylerunner is a cult online destination for women’s multi-branded activewear and sneakers. With over 70 brands and a social media following of over 600k, Stylerunner opened its first bricks and mortar store in 2020 and now operates 4 retail stores. The Dr Martens range of footwear was born in 1960 and is a representation of rebellion and free-thinking youth culture. With an expanding store network, we now operate 15 stores. 2 Accent Group Limited Annual Report 2021 Our Brands Glue Store is the original ‘House of Brands’ premium retailer and has 22 stores in Australia. Curating the ultimate edit of global street, fashion and sports culture, it delivers on-trend clothing, shoes and accessories from an aspirational brand assortment that empowers individuals to be fashion leaders and live their lifestyle. The Vans brand has been connecting with youth culture to promote creative self-expression, authenticity and progression for over 50 years, while linking the brand’s deep roots in action sports with art, music and street culture. We operate 28 Vans stores. Merrell is the world’s leading brand of performance outdoor and adventure footwear. We operate 15 Merrell stores. The Trybe is about making kids footwear fun. With a collection of footwear and accessories from Nike, Vans, adidas and more, The Trybe is a key kids’ destination for the very best global brands. The Trybe currently has 10 stores. PIVOT provides the best international brands at the best value prices for families who love sport, lifestyle and workwear, footwear and apparel. From opening its first store in 2020, we now have a network of 10 stores. Inspired by the company’s New England heritage, Timberland is a brand true to the outdoor lifestyle. We operate 8 Timberland stores. 3 Accent Group Limited Annual Report 2021 Our Brands Saucony exists for runners. This focus and passion drives Saucony to create the world’s best running shoes and apparel. Born in 2010 in Sydney, Australia, Nude Lucy provides a premium, everyday wardrobe inspired by an inherently Australian relaxed way of life. Over a decade later, it is now firmly established as a sought-after, trustworthy and timeless destination for casualwear, made by women, for women. SUBTYPE is the future of retail. SUBTYPE’s unique, conceptual stores are a cultural hub as well as a destination for curated sneakers and contemporary apparel. Cat Footwear and apparel has been designed and engineered to live up to the hard-working reputation of the Caterpillar brand. Made with uncompromising toughness and style. We now operate 4 CAT retail stores in Australia. Stance have turned socks into one of the world’s most exciting accessories. They have ignited a movement of art and self-expression that has drawn athletes, performers, and iconic cultural influencers to the brand. Founded in 2012, ARTICLE ONE’s philosophy is to provide elevated styles for the modern-day individual which form the core of every wardrobe. Every ARTICLE ONE piece aligns with the distinctively relaxed and effortless Australian sensibility through fit, fabric, subtle detailing and timeless colour palettes. 4 Accent Group Limited Annual Report 2021 Our Brands Sperry Top-Sider is the original and authentic boat shoe brand, and is for people drawn to the surf, sun and soul of the ocean. Bold and edgy, Beyond Her is an Australian fashion label known for its strong 90’s vibe which combines modern and vintage designs. A mix of rough streetwear with elegant and feminine fits takes you from casual and workwear to off-duty and party outfits. From humble beginnings in the UK to worldwide wardrobe staples and fashionable activewear, Henley’s offers authentic and elite sportswear basics and essentials for everyone, for all four seasons. Made with the everyday traveller in mind, Herschel’s collection of bags and backpacks have been thoughtfully designed from scratch. Combining modern functionality with a touch of nostalgia, Herschel is renowned for their practical details: laptop sleeves, hidden compartments and separated sections for everything you need. Launched in 2021, 4WORKERS is an immersive retail experience targeted at professionals in the workplace across hospitality, healthcare, industrial or corporate. With 2 stores and more to follow, 4WORKERS brings ‘Safety, Comfort and Style’ into workwear by offering some of the leading brands in the industry. Designed to deliver workout support and a stunning aesthetic alike, EXIE is more than versatile sportswear that’s responsibly produced – it’s a lifestyle. EXIE features flawless fabrics constructed into seamless activewear, boasting flattering contours to create fully functional and fully shape- enhancing sportswear. 5 Accent Group Limited Annual Report 2021 Our Brands Established in Dallas, Texas in 1982, Autry is referred to as ‘the shoe with the American flag’. Autry Action Shoes are the ultimate blend of court shoe and casual sneaker. FIRST MUSE is, a brand that is bold, confident and the new must-have addition to the after-dark wardrobe. With their range of clothing including dresses and tops, FIRST MUSE is all about clean lines and sleek silhouettes. Kappa has a proud history steeped in footballing tradition. The industry- leading sports apparel brand was founded in Italy in 1967, with the famous Omini logo symbolizing “equality and mutual support”. For over 100 years, Superga has been known for their wide range of classic sneakers and tennis shoes. Loved by fashionistas, bloggers and trend-setters alike, Superga, labelled as ‘the people’s shoes of Italy’, has paved the way for casual streetwear. Inspired from watching disgruntled Parisians rushing by in wet clothes during plummeting rain on a Paris day in 1965, the ultra-lightweight, fully packable pac-a-mac with forward thinking design was born. IN THE NAME OF aka I–T–N–O is a brand that’s constantly in the know of the next footwear trend. Founded in Melbourne and designed for the ultimate trend setter, ITNO offers a diverse range of sandals, boots, sneakers and heels. 6 Accent Group Limited Annual Report 2021 Our Brands Hailing from France, and French for “The Athletic Rooster”, Le Coq Sportif lays claim to being one of the very first sports clothing companies. Founded in 1882, today Le Coq is worn by pros, athletes and streetwear lovers all round the world. Le Coq brings you a wide range of staple styles that will keep you comfy both on and off the court. Lulu & Rose combines current season trends with the fun and femininity of colours and prints. Bringing out the hottest trends and styles, Lulu & Rose will keep your outfit on point through all four seasons. Mindful Dept. creates effortless everyday essentials with a positive twist. It strives to make the world a happier place by spreading awareness about mental health and mindfulness, doing good for the environment, and producing top-quality products. With soles made from the same rubber as aircraft tires, it’s no wonder Palladium is a go-to sneaker for modern day explorers. Palladium is known for combining technological innovation with their signature ‘light as a feather’ feeling. Founded in 1946, the first shoe released was a hand-sewn penny loafer. It now has a firm foundation in quality and style, and is classic, iconic, sporty and renowned worldwide. Sneaker LAB took its passion for sneaker culture and matched it with science, creating a natural cleaning solution, that works. It is a proudly South African brand that takes on a fresh approach to shoe care to more than 60 countries and counting. 7 Accent Group Limited Annual Report 2021 Chairman and Chief Executive Officers’ Report David Gordon Chairman Daniel Agostinelli Chief Executive Officer Another year of record sales and record profit. Dear fellow Shareholders, Many of us had hoped that the year that was FY20 would not revisit us again, but regrettably that was not to be the case. The impact of the COVID-19 pandemic continued into FY21 and is ongoing still. Yet, despite the prevailing headwinds we continued to face, the results that Accent Group Limited (Accent Group, Group or Company) has delivered in FY21 are a testament to the strength, resilience and talent of the Accent Group team and culture. The Board acknowledges the remarkable efforts and achievements of the entire Accent team which, along with the support of our loyal customers, landlords and supplier partners, enabled the Group to continue to operate and deliver another year of record sales and record profit. FINANCIAL REVIEW The Group’s net profit after tax for FY21 was $76.9 million, an increase of 38.6% over the prior year. Your Board has declared a final fully franked dividend of 3.25 cents per share, which brings the total dividends declared during the year to 11.25 cents per share, representing an 79% payout ratio for the year. We also took great pride in creating 300 new permanent roles across our stores and businesses. All JobKeeper funds received have now been fully deployed and, consistent with our policy, no JobKeeper funds were used in the calculation or payment of management bonuses or shareholder dividends. COVID-19 UPDATE With the ongoing impact of COVID-19 over the course of FY21, we maintained our focus on the safety and wellbeing of our team and customers. During the year, we kept all our permanent team members in full employment, and on full pay, through the 14 occurrences of government mandated restrictions/ lockdowns and related store closures that occurred throughout the year. OPERATING REVIEW Digital, VIP, Virtual The Group continued its strong focus on driving online sales and achieved total online sales of $209.9 million in FY21, an increase of 48.5% on the prior year. 8 Accent Group Limited Annual Report 2021 Chairman and Chief Executive Officers’ Report Online sales represented 20.9% of total retail sales. This digital growth continues to be facilitated by the infrastructure that Accent Group had built over the last four years, which ensured that a record number of customers and deliveries could be managed from our digital platform, with significant additional capacity and scalability still available. Virtual sales continued to grow strongly, driving more than $6.3 million in sales for the year and four new websites were launched, including Stylerunner, Pivot, Hype NZ, and Dr Martens NZ. Contactable customers grew by 1.6 million. Accent Group continues to believe that there has been a seismic and enduring shift in consumer behaviour to shopping online. We are well placed to capitalise on this trend with our market leading, digitally integrated consumer business, comprising 31 websites, 18 owned and distributed brands, more than 600 points of distribution and now 8.4 million contactable customers. The Group is continuing its drive to deliver customer loyalty programs, with the new Skechers loyalty program launched in May already demonstrating strong early results. VIP loyalty programs for Platypus and Hype DC will be launched during FY22. We continue to invest significantly to evolve and upgrade our websites, with 10 new sites to be re-platformed and upgraded in FY22. The Group is targeting virtual sales to grow to more than $10 million in FY22 and online sales to grow to 30% of total sales over time. Financials1 ($ millions) Total Sales (incl. TAF)2 Accent Group Sales (company owned) EBITDA EBIT NPAT EPS (cents per share) Dividends (cents per share) FY21 FY201 Growth 1,138.2 948.9 Up 19.9% 967.8 242.0 124.9 76.9 14.21 11.25 807.1 Up 19.9% 202.9 Up 19.3% 94.5 55.5 Up 32.1% Up 38.6% 10.28 Up 38.2% 9.25 Up 21.6% 1. FY20 results restated due to IFRIC agenda decisions on Software as a Service (“Saas”) accounting policy. Refer to Note 3 in the statutory financial statements. 2. Includes The Athlete’s Foot franchise store sales. 9 Accent Group Limited Annual Report 2021 Chairman and Chief Executive Officers’ Report Retail Accent Group remains committed to a long-term strategy of delivering customers a best in class integrated digital and instore experience. Retail sales of $835.4 million in FY21 were up 19.6% on the prior year, with standout performances in Hype DC, Skechers, Platypus, The Athlete’s Foot, The Trybe and Subtype. The Group continued its margin expansion, increasing gross margin by 30 basis points on the previous year to 56.1% in FY21. Despite the challenging trading conditions in FY21, the Group opened 90 new stores, closing seven where required rent outcomes could not be achieved. Our store development team continues to prove that they are best in class. PIVOT, which launched in FY20, showed encouraging sales, with average weekly sales growing, and being particularly strong in outer metro and regional areas. We expect to have 15 PIVOT stores open by December. The store rollout plan will then be paused to optimise the rollout model prior to accelerating network expansion. The Trybe, Accent Group’s children footwear brand, comprised 11 stores during FY21, with additional stores to open in FY22. Sales and brand awareness continues to grow and we expect The Trybe to become a meaningful part of the Group over time. Accent Group is on track to reach over 700 stores in FY22, with at least 65 new stores expected to open across all banners. Strong rent deals negotiated by the business have meant that new stores have been performing ahead of expectations. There will be an increased focus to expand growth in New Zealand in the coming year. Stylerunner The Group sees the Stylerunner business as a key growth opportunity in the attractive activewear market. We are pleased to report that three Stylerunner stores were opened in FY21, with trading performance having met or exceeded expectations. In addition, new leases for 20 stores have been agreed and planned to be trading by the end of 2021. The Group is targeting a Stylerunner store network of over 40 stores across Australia and New Zealand by Christmas 2022. In addition, as the first stage of its international strategy, Stylerunner has commenced shipping to New Zealand, USA, Singapore and Hong Kong. Glue Store In April 2021, Accent Group acquired the Glue Store retail and wholesale and distribution brands businesses from (Glue Store). The acquisition further supports Accent Group’s focus to expand its market share in youth and lifestyle apparel. In addition to growing the Group’s bricks and mortar stores portfolio to 638 stores, the acquisition also gives Accent Group full ownership of exclusive, vertically owned brands, Nude Lucy, Beyond Her, Lulu & Rose and Article One, which have historically driven more than 25% of total Glue Store sales. CONCLUSION We thank the entire Accent Group team for their resilience and performance through what has remained a very challenging period. Accent’s people are its most important and valuable asset and we will continue to invest in them and their wellbeing. As an investor in Accent Group, you own part of a market leading digitally integrated consumer business achieving compelling shareholders returns, with EPS growth of 15.8% per annum over the past 10 years and compound dividend per share growth of 17.0% per annum since FY17. The Company intends to grow the Glue Store network to more than 60 stores by December 2023, with a new world class concept store to launch by Christmas 2021. The FY21 dividend represents a 21.6% growth on prior year and signals the confidence of your Board in the performance and financial strength of the Company. Together with our people, our portfolio of world class owned and distributed brands, integrated digital capability and large store network are core assets of the Group. These distinguishing factors position the Company well for strong growth into the future. With our long- term objectives and incentives linked to driving a minimum of 10% compound annual earnings per share growth, Accent Group continues to be defined by its culture of retail innovation, strong cash conversion and the growing returns it delivers on shareholders’ funds. David Gordon Chairman Daniel Agostinelli Chief Executive Officer Wholesale We are pleased to report that Accent Group had a record year in its wholesale business, with sales growing by 22% for the year to $132.3 million. In H2 FY21, the Company signed new distribution agreements with renowned brands HOKA and Herschel, with wholesale orders and sales commencing in January 2022. The Glue Store acquisition also allows for the distribution agreements for Superga, KWAY, Kappa, Sebago and Le Coq Sportif to be transferred to Accent Group. Vertical brands and products Sales of the Group’s vertical products and brands enjoyed huge growth, up 103.2% on the prior year to $25.6 million. Following the Glue Store acquisition, the Group now owns 10 vertical brands, including Stylerunner the Label, EXIE, Nude Lucy, Article One, Henley’s, Lulu & Rose, ITNO, Alpha, Mindful Department and Beyond Her. Stylerunner the Label and EXIE continue to grow their product mix within Stylerunner, with new ranges launching throughout FY22. Growing the Group’s vertical brands portfolio continues to be a key strategic focus for Accent Group. To support this growth, a new general manager of sourcing and vertical product was appointed in FY21 to drive production quality, timelines and gross margin improvement. The Group expects vertical brand sales to grow to more than $70m in FY22. 10 Accent Group Limited Annual Report 2021 Sustainability Report OUR COMMITMENT TO BUSINESS SUSTAINABILITY At Accent Group Limited (Accent Group, Group or Company), we are committed to building and maintaining sustainable business practices throughout our operations to be an employer of choice for team members, meet our customers’ expectations and deliver long-term value to our shareholders. Our Environmental and Social Governance (ESG) Framework is a key enabler of our growth and ensures we create value through our relationships and effective use of resources. The Accent Group ESG Framework is used to drive the ESG agenda through the business, and focuses our commitment on three key pillars: our people, our responsibilities and our commitment to the enrivonment. In FY21, Accent Group created the role of Group Sustainability Manager and established a cross-functional ESG steering group to govern the sustainability agenda. The role of this group is to drive the Company’s ongoing commitment to the environment, health and safety, corporate social responsibility, sustainability, and other public policy matters. The ESG steering group is charged with supporting leaders across the Group to align their respective business strategies with evolving ESG strategies. The ESG steering group will also provide updates and reports on sustainability initiatives and risks to the Audit and Risk Committee. OUR PEOPLE COME FIRST Our team members are our most valuable asset. We recognise that the performance of Accent Group is driven through the quality and motivation of our people, approaching 6,000 team members employed across Australia and New Zealand. We value and recognise the importance of respecting individual differences in the workplace, which supports both the realisation of an individual’s full potential, as well as the achievement of Accent Group’s strategic people initiatives. We therefore have zero tolerance for harassment (including sexual harassment), bullying, discrimination and any other act or omission which deviates from our Code of Conduct. We strive to create a safe, inclusive, and diverse workplace for our team members. During the year, Accent Group invested in a number of employee engagement and support initiatives to ensure that we continued to attract, develop and retain the best team members in the industry. Accent Group’s employee benefits program includes: – A retail incentive program – An employee referral program – An employee assistance program – Novated leasing – Affiliation program with BUPA Health insurance – Corporate gym membership affiliation program – Paid parental leave scheme The Company utilises systems of reporting on key metrics via a ‘People Dashboard’, which is used to provide regular updates to the Board and senior management team in relation to headcount, gender diversity, recruitment and workplace health and safety. The implementation of a new human resources information system (Ceridian Dayforce) will also provide an improved people experience, designed to positively influence all elements of the employee life cycle. 11 Accent Group Limited Annual Report 2021 Sustainability Report changes, including a decrease in Total Recordable Injuries (TRI) to 79 in FY21, down from 110 in FY20. Our Lost Time Injury Frequency Rate (LTIFR) for FY21 was 3.75, and we have an ongoing target for continuous improvement of both TRI and LTIFR year on year. A key objective of Accent Group’s holistic end-to-end safety plan is to reduce ladder-related incidents. The focus and improved training in this area has resulted in an improvement in ladder- safety compliance, and a reduction in the number of ladder-related incidents by 40.5% compared to the previous year. The concerted focus on safety has also led to a significant improvement in workers’ compensation and WorkCover premiums over the last two years. Accent Group also regards keeping our customers and suppliers safe (in addition to our team members), and as such we also implemented measures relating to personal hygiene, social distancing, increased cleaning, mental wellbeing, remote working, and incident response procedures. While most of these measures were introduced during the COVID-19 pandemic, many will continue and become a part of the standard health and safety culture at Accent Group. We also recognise that a person’s health extends to both their physical and mental well-being. Accordingly, team members are supported through the Employee Assistance Program and critical incident support mechanisms provided by Benestar. This year, mental health first aid training was delivered to our key First Aid Representatives, and we have a plan to extend this training to our State and National Managers in FY22. Mental health will continue to be a key priority for the Group, with a number of new initiatives being implemented across the business throughout the coming year. These training programs will continue to be developed and refined to ensure that our team members are better prepared to work safely in the workplace. Diversity and Inclusion We are committed to creating and maintaining a culture within the Accent Group workplace that celebrates diversity and embraces inclusivity. Our community is diverse by nature, so it follows that our workforce should be representative of our community and customers. 12 Another initiative implemented this year was the launch of our first Group- wide Team Engagement Survey, which provided the opportunity for all team members to give feedback about their experiences working at Accent Group. Across the Company, approximately 4,500 (75%) of our team members completed the survey. The survey highlighted both the areas in which we are doing well, as well as the areas in which there is room for improvement to drive deeper team engagement. The deep insights gained will be used to develop an action plan, which will be implemented to address the opportunities for improvement within the next 12 months. Health and Safety At Accent Group, we are committed to providing a safe working environment and protecting the health and safety of all our team members, customers, and visitors. Our objective is to continuously improve our safety performance across all aspects of health and wellbeing. One way in which we do this is through the regular monitoring of key safety metrics, and the implementation of risk mitigation strategies to reduce the risk of workplace injury and lost time. To further support our ongoing commitment to safety, the Accent Safety Steering Group continues to drive engagement across the business and includes members from both operational and leadership roles. This group acts as a conduit between site-based safety teams and management and helps to increase the visibility and escalation of issues. A dedicated Group Safety Officer was also appointed, who is charged with managing and driving occupational health and safety risk mitigation strategies and initiatives, such as general safety training, ladder safety, physical and mental first-aid training, and cross- functional knowledge sharing. The systematic measurement and monitoring of safety data, in combination with the implementation of certain safety initiatives, has resulted in positive Accent Group Limited Annual Report 2021 Sustainability Report It is therefore important that we foster an environment of mutual respect, dignity, learning, openness to other cultures and an appreciation of differences. Dimensions of diversity at Accent Group include, but are not limited to, age, gender, race, national or ethnic origin, physical ability, disabilities, religion, language, family/marital status, and sexual orientation. Our commitment is reflected in the Company’s Diversity and Inclusion Policy and Code of Conduct. To further support this, we also have a number of key initiatives that encourage diversity and create a fair and inclusive environment across Accent Group: Recruitment and Selection: With a focus on driving a consistent recruitment process and finding the best talent for any given role, a recruitment and selection training program is being developed and will be deployed across the Group in FY22. This training emphasises our commitment to cultural diversity and a non-biased approach to selecting the best person for each role. Flexible Working: Accent Group provides opportunities for flexible working arrangements that accommodate the diverse needs of our team members. Our policy allows our team members to request both ad hoc and formal flexible work arrangements. Parental Leave: Achieving balanced leadership is about creating a workplace that enables career progression. Our paid parental leave policy extends parental leave to eight weeks for the primary carer and provides two weeks for the secondary carer. In addition to paid parental leave, Accent Group supports flexibility in transitioning parents back to work with flexible work arrangements. Speak up: Team members are also encouraged to speak up about conduct that is inconsistent with Accent Group’s way of doing things. This includes protections afforded under the Whistleblower Policy, which is aimed at ensuring that individuals feel supported to come forward if they have information about serious misconduct as it relates to Accent Group. Gender Equality Accent Group is also focussed on promoting and improving workplace gender equality. Our Diversity and Inclusion Policy includes a requirement for the People and Remuneration Committee to recommend to the Board measurable objectives for diversity on an annual basis. It also includes a requirement to assess the Company’s progress towards achieving them. The following table sets out the Company’s measurable objectives set down on 18 August 2021. Stated Target Progress Measurable objectives Improve representation of women in leadership positions Board Senior executives Improve representation of women in balance of workforce Total employees Target % 30% Target date 30 June 2024 To increase the percentage of female to male senior executives To report annually on the movement in the % of females to males which currently sits above 50% for the balance of the workforce, with further objectives set as required to ensure a broadly community representative balance of females and males Baseline position FY2021 14% 61% 59% Accent Group also completes the annual Workplace Gender Equality Agency (WGEA) report as part of our sustained commitment to a diverse and inclusive workforce and confirmation of the progress we are making towards gender equality. As of 31 March 2021, 60% of our total team members are women. The current breakdown of gender representation in the Group, as reported in accordance with the Workplace Gender Equality Act 2012, is as follows: FY20 Board Senior managers* Other managers Other employees Total Total number % of women % of men FY21 Total number % of women % of men 6 71 513 4,609 5,199 17% 61% 64% 53% 55% 83% Board 39% Senior managers* 36% Other managers 47% Other employees 45% Total 7 89 653 4,572 5,321 14% 61% 66% 59% 60% 86% 39% 34% 41% 40% * Senior managers are those individuals who collectively participate in determining and implementing major operational and strategic initiatives at the business unit level and who are responsible for the results of their respective business units. 13 Accent Group Limited Annual Report 2021 Training and Development A commitment to the ongoing training and development of our team members is critical to our success and sustainability as an organisation. Our objective is to provide training and development opportunities which ensures we support Accent Group’s key policies, and which improves our ability to continually attract, grow, retain and support our team members. Accent Group also provides opportunities for advancement through a succession planning framework and a culture of preference for internal promotion. OUR RESPONSIBILITIES – WE ACT WITH INTEGRITY Modern Slavery Accent Group is committed to operating responsibly and ensuring that no person who is involved in our operations (including employees, customers and community members) are subject to any situation of exploitation where that person cannot refuse or leave work because of threats, violence, coercion, abuse of power or deception. Accent Group Limited Annual Report 2020 Modern Slavery Statement Sustainability Report We recognise that Australia is not immune from such modern slavery practices, and we are in the process of developing and implementing a framework for engaging with our suppliers to identify and manage the risks of such practices in our supply chain. Further details of this program is set out in Accent Group’s modern slavery statement, a copy of which is available on our website. Ethical Sourcing Accent Group has developed an ethical sourcing framework, as we continue the work towards ensuring workers across our supply chains are treated fairly and equitably, while identifying opportunities to create positive social and environmental impacts in the communities in which we source our products. In November 2020, we released our Modern Slavery Statement. Accent Group made a commitment to maintain policies and procedures to operate responsibility, and to manage modern slavery risks in our operations and throughout our supply chain. In further support of our modern slavery commitments, we issued the Accent Group Ethical Sourcing Policy to our brand partners and vertical suppliers in April 2021. This policy was also included in Accent Group’s Terms of Trade. The Ethical Sourcing Policy sets the expectations we have of our suppliers to ensure that our products are manufactured in an ethical and responsible manner through greater transparency and accountability. The four key pillars of the Policy are: – Business Integrity and Ethics – Labour Standards and Human Rights – Healthy and Safe Working Conditions – Environmental Protection To support our teams, a bespoke training program covering modern slavery and ethical sourcing was delivered to our key buying and sourcing teams across all Accent Group businesses. 14 A supplier register has also been developed and continues to be updated with a list of all suppliers, agents and tier 1 factories. Supplier audits, documentation and certification are being requested, and will be maintained in a central repository. We have also joined Sedex to manage supplier documentation and audit reports. We recognise that this is a journey, and we will work to continually improve our position in this regard. Just as we have an objective to be an employer of choice, we have an opportunity to become the channel of choice for our suppliers and their products, both of which strengthen Accent Group’s position in the market. To further encourage continuous improvement in this area, we have also engaged with our key international brand partners to better understand their activities, and work to foster collaboration in key areas of ethical sourcing and environmental impact. The learnings from these engagements will be implemented into our broader supplier and sourcing activities. As Accent Group continues to increase its focus on monitoring and investigating its environmental impact, new policies and procedures will be created and developed to assist in minimising liabilities, maximising the Group’s use of resources, and reducing waste. As a part of this process, we will continue to refine and enhance our Sustainability Report in future periods, and, if appropriate, will also provide an analysis of and make disclosures aligned with, the recommendations of the Financial Stability Board’s Task Force on Climate- related Financial Disclosures (TCFD). Community Partnerships Accent Group values participation in and supports the communities in which it operates. In a year where many communities and businesses were impacted by COVID-19, we are incredibly proud to have continued our support for numerous causes over the last year. We know that our stores are based in geographically and culturally diverse communities, and that supporting those communities, especially the under- privileged, strengthens our brand commitment in the communities in which we do business in. This extends but is not limited to the traditional owners of the lands, including indigenous Australians and indigenous New Zealanders. Accent Group Limited Annual Report 2021 Sustainability Report To support Global Pride Month, Dr Marten’s partnered with Pride Foundation Australia. $10 from the sale of every pair of the 1461 Pride shoe was donated to the Pride Foundation Australia. Platypus Shoes partnered with Timberland with the release of a “Save The Platypus” boot. In June 2021, the Company ran a campaign where $10 from every sale of the Timberland X Platypus boot was donated to the Australian Platypus Conservancy. The Accent Group Vans team supported Black Rainbow, a national Aboriginal and Torres Strait Islander LGBQTI+SB non- profit organisation, with a donation of $10 from every sale of a limited- edition Rainbow collection shoe sold through Vans in Australia (both in-store or online). These iconic Vans styles with added rainbow motifs allow our consumers to express their own individuality and creative flair. SAVE THE PLATYPUS The Accent Group Vans team was also privileged to be involved in a program with “Build-Up Skateboarding” to facilitate several days of skateboard workshops and demonstrations in Warruwi and Tiwi Islands. The level of participation and eagerness to pick up and ride a skateboard was truly special and much fun was had in setting up skateboards and building ramps. The Accent Group Vans team were proud to be involved and donated skateboards, tools, Vans shoes and ramps to the two remote communities. The program also included engagement with several art centres, with Pass~Port Skateboards donating blank skateboard decks to various artists in each community area. These boards will be exhibited in Sydney and made available for sale, with profits from the sales going back to the artists, art centres & their communities. The Athlete’s Foot is a proud partner of parkrun across both Australia and New Zealand. parkrun is a series of free, weekly, timed events. There are runs suitable for adults as well as junior parkruns suitable for children aged 14 years and over. As part of the partnership, The Athlete’s Foot contributes to supporting the community by encouraging people to keep healthy, fit and active through the weekly parkrun events that are easily accessible to all. The Athlete’s Foot is also a proud partner of NETFIT Netball, a global Netball community that provides fitness academies and workshops to netballers of all ages. To help educate netballers on the importance of fit, The Athlete’s Foot attends their NETFIT Clinics across Australia and works closely with NETFIT on their yearly national netball campaign. The Athlete’s Foot also became a new partner of Athletics Australia in FY21. Athletics Australia is the national governing body for the sport of athletics in Australia. It is charged with ensuring the encouragement and promotion of athletics in Australia and acting in the best interests of the sport of athletics. As one of its partners, The Athlete’s Foot will work closely with Athletics Australia on its Sporting Schools’ program to educate students on the importance of living an active lifestyle. 15 Accent Group Limited Annual Report 2021 Environment Accent Group is committed to managing and reducing the impact we have on the environment. We recognise our corporate responsibility for driving initiatives that divert waste from landfill into recycling, or repurposing waste as part of our genuine commitment to supporting positive environmental outcomes and climate action. We have identified three key areas of focus under our environmental framework that we believe have the greatest impact on our environmental footprint. These are packaging, recycling, and bringing sustainable product to market. Packaging Accent Group is a member of the Australian Packaging Covenant (APCO). Through our association with APCO, we will implement initiatives that aim to reduce the impact on the environment, through recycling, product stewardship and sustainable packaging design. Accent Group is developing a set of packaging guidelines and educating team members on how they can make a more positive impact to the environment. Among the first of our new initiatives is to move away from single use plastic Sustainability Report packaging across all our stores (including online), and to invest in packaging made from recyclable materials. We are also working with our international brand partners on initiatives to improve the environmental impact of the packaging across their products. Recycle Accent Group is implementing Group- wide sustainability practices across our network of stores, distribution centres and support centres. Our distribution centres execute on-site recovery systems for used packaging. Any cardboard cartons used for packaging by Accent Group is made from recycled material and packaging material that can no longer be reused is compacted and collected for recycling. Our support centres recycle all cardboard and paper and are also implementing a co-mingled recycling program for glass and plastics. FSC (Forest Stewardship Council) certified paper is used in our support centres. Where possible, our weekly retail reports, forms, and administrative material are produced in formats which require no printing and can be stored and viewed via mobile technology. Across our network of stores, to reuse is always our first option. Additionally, as described above, cardboard cartons are reused to facilitate movement of stock between our stores. Our retail outlets utilise the available shopping centre recycling facilities. 16 RECYCLE YOUR OLD FOOTWEAR HERE AN AUSTRALIAN SOLUTION TO A GLOBAL PROBLEM AN INITIATIVE BY SAVE OUR SOLES SAVE OUR SOLES FIND OUT MORE AT ASGASOSINITIATIVE.COM.AU *EXCLUDES HEELS, FLATS, BOOTS, DRESS SHOES & STEEL CAP BOOTS Accent Group has also teamed up with the Australian Sporting Goods Association to support its Save Our Soles program, an industry-based initiative to recycle unwanted sports shoes. Collection bins will be made available at certain stores for customers to donate their unwanted sports shoes. The shoes will then be sent to a recycling plant to be processed, with reclaimed product from the shoes used to make new products, such as flooring for children’s playgrounds and/or gyms. Climate Accent Group also wants to do its part to assist in reducing carbon emissions over time. Our predominant use of energy stems from the electricity used to power our stores and warehouse network. While our ability to influence the type of energy used is somewhat limited due to the fact that the majority of our stores are located in shopping centres, we have taken some measures to reduce our carbon emissions, such as investing in more energy efficient lighting for our new stores. We also intend to review the key recommendations of the TCFD, and where appropriate, implement a meaningful, measurable strategic plan to adopt those recommendations. Sustainable Product Ranges Accent Group is the product distributor and retailer of a number of global footwear brands. This year has seen the expansion of “eco-friendly” ranges across our product offering as we continue to work with our key distribution brand partners to bring these ranges into the Australian and New Zealand markets in-store and online. Some examples of these ranges are: Accent Group Limited Annual Report 2021 Sustainability Report Timberland The GreenStride range from Timberland is made with eco-conscious materials including ReBOTL™ fabric containing at least 50% recycled plastic, and a GreenStride™ sole made of 75% renewable sugar cane and responsibly sourced rubber. Veja With a commitment to support local manufacturing industries, most of VEJA’s products source their materials from natural sources, such as organic cotton and wild Amazonian rubber. The brand maintains an emphasis on reducing its impact on the environment through considered design, ethical production, and less waste. Nike The Nike Air Force 1 ‘07 LV8 is made with at least 20% recycled content and a cork-infused outsole. Its pomegranate plant motif includes real plant-dyed colour. Adidas These adidas Superstar Shoes are made with Primegreen, a series of high-performance recycled materials. They are also made with vegan alternatives to animal-derived ingredients and materials. Data Security At Accent Group we believe that digital, cyber and data security is integral to our business operations. We have an obligation to our customers and stakeholders to ensure the security and privacy of the data collected by us. Our Information Technology Security Policy states that personal information is to be used fairly, lawfully, and transparently for specified, explicit purposes. As such, we see data security as paramount and one of the key risks to sustainable business practices. We have therefore made significant investments in improving data security over the last two years. A key focus has been to improve and expand the cyber security posture and governance within the organisation on an ongoing basis. The Digital Strategy Group (DSG) was established by the Board, and is charged with maintaining oversight of risk identification and management, and provides regular reports and updates to the Audit and Risk Committee and/or the Board. The DSG is also charged with ensuring that adequate investment and systems are in place to protect the Company against increasingly sophisticated and frequent cyber-attacks. We take a multi-layered approach to cyber security, utilising multiple components to protect our core systems and customer data. In addition, we engage the services of third-party cyber security consultants to assist us with guidance, security testing and vulnerability management to apply additional rigour in this area. Some of the major initiatives we have implemented include: – Investment and implementation of new and automated security technology to improve email filtering and detection of anomalous network traffic to continually improve network and applications security posture – Regular backing up and encryption of data – Deployment across the Group of regular cybersecurity awareness training to improve knowledge around cybersecurity In addition, the security protocols of our card payment processing channels are annually assessed against the Payment Card Industry Data Security Standard to protect cardholder data wherever it is processed, stored and or transmitted. The most recent audit undertaken by external advisors showed significant improvements in Accent Group’s data security and governance since the last audit. We are encouraged by the results and will continue to develop and refine our plans to address potential issues and improve our processes and governance on an ongoing basis. 17 Accent Group Limited Annual Report 2021 Accent Group Financial Report 2021 The Directors present their report, together with the financial  statements of the consolidated entity (the ‘Consolidated  Entity’ or ‘Group’) consisting of Accent Group Limited (the  ‘Company’ or ‘Accent Group’) and its controlled entities for  the year ended 27 June 2021. 18 Accent Group Limited Annual Report 2021 Directors’ Report FY21 DIRECTORS’ REPORT The Directors present their report, together with the financial statements of the consolidated entity (the Consolidated Entity or Group) consisting of Accent Group Limited (the Company or Accent Group) and its controlled entities for the year ended 27 June 2021. 1. DIRECTORS The following persons were Directors of Accent Group during the whole of the financial year and up to the date of this report, unless otherwise stated: – David Gordon – Chairman – Daniel Agostinelli – Chief Executive Officer – Stephen Goddard – Michael Hapgood – Donna Player – Joshua Lowcock – Brett Blundy (appointed 23 April 2021) – Timothy Dodd – alternate Director for Brett Blundy (appointed 2 June 2021) 2. PRINCIPAL ACTIVITIES Accent Group is a leading digitally integrated consumer business in the retail and distribution sectors of branded performance and lifestyle footwear, apparel and accessories with over 600 stores across 26 different retail banners and exclusive distribution rights for 18 international brands across Australia and New Zealand. Following the acquisition of the Glue Store retail business and the wholesale and distribution brands business of Next Athleisure Pty Ltd earlier this year (Glue Store Acquisition), the combined Group’s banners and brands include The Athlete’s Foot (TAF), Platypus Shoes, Hype DC, Skechers, Merrell, CAT, Vans, Dr. Martens, Saucony, Timberland, Sperry, Palladium, Stance, Supra, Subtype, The Trybe, PIVOT, Stylerunner, Glue Store and Autry. Accent Group’s focus on growing its owned brands and apparel presence continues to be a key strategic initiative for the group, with the number of vertical owned brands growing to 10 following the Glue Store Acquisition. 3. DIVIDENDS Dividends paid or declared by the Company during, and since the end of, the financial year are set out in Note 25 to the Financial Statements and summarised below: Cents per ordinary share Total amount ($’000) 3.25 17,611 8.00 43,349 4.00 21,675 5.25 28,464 Payment date 16 September 2021 18 March 2021 24 September 2020 19 March 2020 FY21 final FY21 interim FY20 final FY20 interim The total dividend for the financial year ended 27 June 2021 of 11.25 cents per share is an increase of 21.6% on the previous year. 4. OPERATING AND FINANCIAL REVIEW The Operating and Financial Review of the Group for the financial year ended 27 June 2021 is provided in the Chairman and Chief Executive Officer’s Report on page 8 and forms part of this Directors’ Report. 5. MATERIAL BUSINESS RISKS The Group’s risk management framework enables it to continuously, systematically and actively monitor the potential risks which may adversely impact the operational and financial performance of its businesses, which in turn may affect the outcome of an investment in the Group. There is no guarantee that the stated objectives of the Group will be achieved, or that forward looking statements will be realised. A variety of factors, both Group specific and of a general nature, may impact upon the Group’s activities and results, including general economic and business conditions, inflation, interest and exchange rates, consumer confidence, government policies and the current COVID-19 pandemic. The Group considers the following to be business risks that are likely to have a material effect on its operational and financial performance. An overview (and not exhaustive list) of mitigation actions taken by the Group is also set out. 19 for the year ended 27 June 2021Accent Group Limited Annual Report 2021 Type and description of risk COVID-19 Pandemic Mitigating Actions There continues to be uncertainty in relation to the duration and further impact of the COVID-19 pandemic. The risks related to this include: – Unforeseeable fluctuations in consumer demand by state, and even local suburbs impacting profit and cashflow – Timing and nature of government containment measures such as rolling lockdowns and mandated store closures impacting profit and cashflow – Risk of team member or customer infection resulting in office(s) or store(s) closures – Risk of fines for regulatory breaches of government COVID safe operating requirements – Altered consumer behaviour (e.g. long-term shift towards online shopping or significant reduction in household spending) Competition The markets in which the Group operates remain highly competitive, and any increased competition from new and existing competitors may lead to price deflation and a decline in sales and profitability, in particular: – Entrance of new international competitors – Aggressive discounting by local competitors – Growth in international online footwear sites providing shipping to Australia and New Zealand – Growth of new local boutique sneaker stores – Direct to customer and top retailer distribution strategies of major shoe brands – Non-traditional retailers selling lifestyle and performance footwear – Global luxury brands expanding in the lifestyle footwear category Changes in consumer behaviour The Group is exposed to both the upside and downside of cycles in consumer spending and demands, given that the products offered by the Group are discretionary in nature. Accordingly, customers' preferences, perception of brands, and demographics are all considered risks, in particular: – A reduction in consumer spending and demand may lead to a decline in the Group’s sales and profitability – Trends in consumers shifting to online shopping drives a prolonged decline in stores’ like-for-like sales growth – An acceleration of the online trend drives inaccurate stock allocations in the short-term – Relevant COVID-safe protocols and policies developed and in place to encourage personal hygiene, physical distancing and management of mental health – Required personal protective equipment made available in all offices and stores – Increased effectiveness and frequency of office and store cleaning practices – Online/digital contingency plans developed and implemented for rolling shutdowns – Adjusting marketing plans to support online trading – Regular monitoring and communication to team members of government updates and requirements – Factoring in the potential foreseeable impact of COVID-19 into forward sales, costs, inventory and cashflow plans – Opening new stores to increase market share in Australia and New Zealand – Opening new and larger, or upgrading, existing stores in locales where there is a heavy competitor presence – Development and execution of new brand formats including product offerings not limited to performance and youth lifestyle footwear and apparel – Significantly enhancing online digital capability and sales penetration – Monitoring international markets to identify opportunities for growth – Developing a deeper understanding of our customers, including through application of technological developments, CRM, and face-to-face engagement in-store – Driving store rental reductions at renewal against an expectation of lower instore sales – Continued investment in store fit-out with each new store and refurbished stores including new experiential elements – Development of a forward-looking store performance/ profitability tool – Continuing to optimise the incremental digital costs for marketing and distribution – Closely monitoring and responding quickly to changes in the economic environment, consumer demand and new products 20 for the year ended 27 June 2021Directors’ ReportAccent Group Limited Annual Report 2021 Type and description of risk Health and Safety Mitigating Actions The Group is committed to the health and safety of its team members, customers and contractors and places a strong emphasis on the implementation of work health and safety standards. However, risks still remain possible, in particular: – Injury to a customer or a team member in work locations – Death of a customer or a team member in work locations – A natural disaster event impacting on the safety of team members or customers – External events involving a team member or a member of the public (e.g. self-harm, public situations) causing trauma, distress and psychological harm – Establishing, regularly updating and implementing a health and safety management system including resources, training and procedures – Investigating every incident to mitigate against reoccurrence – Implementing learning initiatives and improvements to create safer work locations – Creating training modules to ensure that all team are inducted in safe work practises – Developing an auditing program to train leaders to regularly identify safety risks – Establishing the Safety Steering Group which meets regularly to discuss and review incidents – Engaging with government agencies to ensure legal compliance – Engaging third party providers to support team members with issues that may impact their wellbeing – Provide First Aid/CPR training to nominated representatives in offices locations, and Mental Health First aid training to State and National Managers Cyber Security and Information Technology While an increased reliance on information technology systems maximises the efficiency of the Group’s business operations, any sustained and unplanned downtime due to cybersecurity attacks, system failures, network disruptions and other malicious or non-malicious incidents could have a material adverse impact on the Group’s reputation, and its operating and financial performance, in particular: – Corruption of inventory management software – External attack on websites – Internal/external unauthorised access to sensitive commercial data – Internal/external unauthorised access to customer data – Fraudulent email phishing attacks resulting in incorrect external payments being made – Documented disaster recovery processes (including offsite information technology back-up infrastructure) – Implementing improved user access and profiling – Increasing the frequency of security assessments, penetration and venerability testing using external expert advisers – Implementing higher level password security and change protocols – Implementing appropriate programs and tools to identify and formalise the remediation of vulnerabilities – Reviewing payment card industry compliance – Exploring and, where appropriate, implementing security tools based on artificial intelligence – Increasing sophistication of enterprise password tools and protocols Distributed brands and key supplier relationships The Group enjoys strong partnerships with all major suppliers, and its regional exclusivity with numerous sought-after brands is a key distinguishing feature of its product offering. Failing to maintain good working relationships with key suppliers may lead to the following risks: – Loss of a key distributed brand due to poor management, lack of growth or brand preference to manage the territory themselves. – Loss of a key global third party brand due to distribution pressure from global sneaker retailers – Substantive change in distribution strategy of a key supplier resulting in a substantial product ranging change – Implementing a thorough, methodical and effective renewal program for distributed brands – C-suite engagement with distributed brand principals over regular periods – Driving the mix and growth of distributed brands – Rolling out concept stores for distributed brands – Opening new store formats to increase category reach, expanding the Group’s relevance as a distributor or brand partner. 21 Directors’ Reportfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 Type and description of risk Sustainability Mitigating Actions The sustainability of the Group’s business is impacted by a number of environmental and social factors. Any actual or perceived failure to adequately address sustainability related issues may have an adverse effect on the Group’s reputation, and operational and financial performance, in particular: – Identifying issues in its supply chain (including modern slavery practices) – Sourcing sustainable materials and packaging – Implementing product compliant systems to improve product safety – Responding inadequately to increasing demand from consumers regarding traceability of products and clearer and more meaningful labelling may lead to reputational damage and potentially immediate adverse political or customer actions – Promoting gender equality Legal, Regulatory and Compliance The Group is required to maintain compliance with all applicable laws and regulations, including those relating to consumer protection, product quality, ethical sourcing and corporate governance. Failure to comply with these laws and regulations could result in high legal costs, adverse monetary judgments, regulatory enforcement action and other claims which could have a material adverse impact on the Group’s reputation, and operational and financial performance, in particular: – Aggressive or poorly controlled tax risk management leading to misstatements of tax payable – Lack of focus on supply chain management, resulting in an inability to meet Modern Slavery regulations requirements – Poor management of PCI compliance, resulting in monetary fines and regulatory breaches – Poor understanding of key pieces of legislation impacting on the Group’s business leading to regulatory breaches, significant monetary fines and/or litigious action – Establishing an Environmental, Social and Governance (‘ESG’) framework, including the establishment of the ESG Steering Group – Increasing its focus on sustainability-related issues by dedicated role of Group Sustainability Manager and General Manager – Sourcing and Vertical – Reporting on the Group’s progress of published targets in the ESG Report annually with regular monitoring throughout the year – Reporting annually on the Group’s Modern Slavery Statement with regular monitoring throughout the year – Establishing a responsible sourcing framework under which the Ethical Sourcing Policy was created, to be distributed to relevant parties in the Group’s vertical products supply chain – Reviewing the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures and, if appropriate, provide an analysis of and make disclosures aligned with, the recommendations – Commitment for gender equality in leadership roles as published in the Group’s ESG Report and Corporate Governance Statement annually – Establishing policies, procedures and compliance systems – Establishing a Group-wide Code of Conduct – Establishing the Whistleblower Policy and dedicated Whistleblower Protection Officer – Dedicated in-house legal team – Regular consultation with professional advisers on key areas of compliance risk – Actively monitoring changes to regulations and laws – Monthly financial and disclosures obligation reporting – Upweighted focus on tax risk compliance, including the regular, systematic review of the effectiveness and currency of the Group’s Tax Risk Management Policy 6. SUSTAINABILITY A detailed account of our approach to business sustainability, covering people and safety, ethical sourcing, community and the environment is contained in the Sustainability section of this Annual Report. 22 for the year ended 27 June 2021Directors’ ReportAccent Group Limited Annual Report 2021 7. INFORMATION ON DIRECTORS Name Particulars David Gordon Non-Executive Chairman Daniel Agostinelli Chief Executive Officer Stephen Goddard Non-Executive Director David has over 20 years’ experience as a director of both public and private companies and has spent more than 30 years working in corporate advisory roles to Australian and international organisations. He brings extensive knowledge of mergers and acquisitions, as well as capital raisings, IPOs and joint ventures. David also has a proven track record in guiding businesses to harness their digital asset capability to successfully explore and grow new markets. David is the Chairman of the Board of nib Holdings Limited (ASX:NHF) and its health fund subsidiary, nib Health Funds Limited He is also the Chairman of Ordermentum Pty Ltd, Shippit Pty Limited and General Homecare Holdings Pty Ltd and a Non-Executive Director of Genesis Capital Manager 1 Pty Ltd, Stilmark Holdings Pty Ltd and international not-for-profit organisation, High Resolves Pty Ltd. David has been a Non-Executive Director of Accent Group since October 2006 and was appointed Non-Executive Chairman in November 2017. David is also the Chairman of the People and Remuneration Committee and a member of the Audit and Risk Committee and Digital Strategy Group. Daniel oversees the day-to-day operations of Accent Group. He has over 30 years of retail experience and was formerly the CEO of Sanity Music and part owner of the Ghetto Shoes sneaker business. Daniel has been with Accent Group since 2006 and CEO of Accent Group since March 2015. Stephen is currently the Chairman of the Board and the Remuneration and Nomination Committee of JB Hi-Fi Limited and a Non-Executive Director and Chairman of the Audit and Risk Committee of both GWA Group Limited and Nick Scali Limited. Stephen was formerly the Finance Director and Operations Director for David Jones Limited and the founding Managing Director of Officeworks. Stephen was appointed a Non-Executive Director of Accent Group in November 2017. Stephen is the Chairman of the Audit and Risk Committee and a member of the People and Remuneration Committee with extensive retail, finance, and board experience. Michael Hapgood Co-Founder and Non-Executive Director A founding Director and shareholder of Accent Group, Michael has extensive knowledge of the processes required to effectively launch, source and manage global brands within the Australasian market. Donna Player Non-Executive Director From Accent Group’s inception, Michael has been intimately involved in the development of all major strategic initiatives for the business initially from 1988 as marketing director before becoming CEO in 1998 until the sale to RCG Group in May 2015. Michael then became Accent Group’s Chairman until August 2016 when all ongoing executive roles were relinquished. He continues as a Non-Executive Director and shareholder of Accent Group, and is a member of the Digital Strategy Group. Donna has over 35 years’ experience in retail including senior executive positions in merchandising, planning and marketing with Big W and David Jones. Donna is currently a Non-Executive Director of Baby Bunting Group Limited and the Merchandise Director of Camilla Australia. Donna has a proven track record in developing and delivering retail strategy and business transformation. Donna was appointed as a Non-Executive Director in November 2017 and is a member of the People and Remuneration Committee. 23 Directors’ Reportfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 Name Particulars Joshua Lowcock Non-Executive Director Brett Blundy Non-Executive Director Timothy Dodd Alternate Director for Brett Blundy Joshua is a Non-Executive Director and Chair of the Audit and Risk Committee of Cashrewards Limited, and is a Non-Executive Director of Prime Media Group Limited. He is also the New York based Chief Digital Officer for Universal McCann, a global media and advertising agency. Joshua brings Accent Group proven retail expertise in the intersection of digital, data and privacy. His retail experience includes Woolworths (Australia), Walmart and CVS Health as well as companies such as P&G, Sony and Coca Cola. In his career, Joshua has lived and worked in Australia, China and the USA in senior roles and was named as one of the 50 most indispensable people in media in the US by AdWeek (2018). Joshua was appointed as a Non-Executive Director of Accent Group in November 2019 and is the Chair of the Digital Strategy Group and a member of the Audit and Risk Committee. Brett is one of Australia’s best known and most successful retailers and entrepreneurs. He is the Chairman and Founder of BBRC, a private investment group with diverse global interests across retail, capital management, retail property, beef, and other innovative ventures. BBRC’s Retail presence extends to over 800 stores across more than 15 countries, and its Capital Management business has offices in Sydney & New York. Brett was re-appointed as a Non-Executive Director of Accent Group in April 2021. Tim joined BBRC in September 2020 and serves as the Global CFO, covering all investments and operations worldwide. Tim has over 30 years’ experience in financial and operational roles across the banking, funds management, real estate and investment sectors, and has worked in both publicly listed and private enterprises in Australia. Tim holds a Bachelor of Science (First Class Honours) from Manchester University and is a Fellow of the Institute of Chartered Accountants in England and Wales. Tim was appointed as alternate director for Brett Blundy on 2 June 2021. 8. COMPANY SECRETARIES The following persons were Company Secretaries of Accent Group during the whole of the financial year and up to the date of this report: Name Particulars Matthew Durbin Alethea Lee Matthew is Group Chief Financial and Operations Officer, having had his role expanded during 2021 to have oversight of and responsibility for shared services of the Group. He is also a joint Company Secretary. Matthew is a qualified accountant (FCPA) with 30 years’ experience in retail. Prior to joining Accent Group, he was the CFO and COO of The PAS Group and has also held executive roles with David Jones in strategy, financial services and merchandise planning. Matthew joined Accent Group in November 2017 and was appointed as the joint Company Secretary in January 2018. Alethea is Group General Counsel and joint Company Secretary with over 15 years’ experience in corporate governance, strategic corporate transactions, corporate advisory, and commercial, consumer and competition law. Prior to joining Accent Group, Alethea held senior legal and governance positions with Fairfax Media Limited and David Jones Limited. Alethea joined Accent Group and was appointed as the joint Company Secretary in June 2021. 24 for the year ended 27 June 2021Directors’ ReportAccent Group Limited Annual Report 2021 9. BOARD COMPOSITION AND INDEPENDENCE The Board recognises the importance of having Directors who possess the combined skills, expertise and experience to facilitate constructive decision making and follow good governance processes and procedures. The table below outlines the mix of skills and experience considered by the Board to be important for its Directors to collectively possess. The Board considers that collectively it has an effective blend of these skills to enable it to discharge its duties and effectively govern the business and add value in driving the Group’s strategy. Skill Description Strategy and planning Ability to think strategically and identify and critically assess opportunities and threats and develop effective strategies in the context of changing market conditions. Operations A broad range of commercial and business experience in business systems, practices, improvements, risk and compliance, sales, technology and human resources. Capital markets and M&A Expertise in considering and implementing efficient capital management including alternative capital sources and distributions, yields and markets. Experience in all aspects of the negotiation, structuring, risk management and assessment of both acquisitions and divestments. Finance The ability to analyse financial statements and reporting, critically assess the financial performance of the group, contribute to budget planning and efficient use of capital and resources. Sales and marketing Retail experience (physical and digital) People and performance Clear understanding of retail selling and marketing, developing and implementing sales and marketing teams and strategies, recruiting, running and incentivising sales teams, and setting sales budgets and targets. Experience and broad understanding of the physical and online retail footwear and apparel industry, including market drivers, risks and trends including policies, competitors, end users, regulatory policy and framework. Appreciation for the best practices in HR planning and management with familiarity in employment legislation and labour relations, recruitment, compensation, performance reviews and conflict management. Technology, data and privacy Expertise in the area of technology that the group should be aware of and utilising, including keeping abreast of new and emerging technology. Governance, compliance and risk management Ability to identify key risks to the group in a wide range of areas including legal and regulatory compliance and monitor risk and compliance management frameworks and systems. Knowledge and experience in best practice ASX and Corporations Act, governance structures, policies and processes. Director independence Daniel Agostinelli is a full-time executive and therefore not considered independent. Of the remaining five non-executive Directors, four are considered by the Board to be independent – David Gordon, Donna Player, Stephen Goddard and Joshua Lowcock. Notwithstanding the tenure of Mr Gordon, the Board considers him to be independent and the Company is well served by Mr Gordon’s deep understanding of Accent Group and its business as a result of his longer tenure. Given Mr Gordon’s tenure of over 10 years, the Board regularly assesses whether he has become too close to management to be considered independent. The Board recently conducted such an assessment and reconfirmed Mr Gordon’s independence, on the basis that he is non-executive, not a substantial shareholder, conducts himself at arm’s length in his engagement with the Company and brings his considerable skills and knowledge to bear on matters before the Board. Mr Gordon’s approach to matters of the Board is always independent in both appearance and in fact. Mr Hapgood is a substantial shareholder in the Company and is therefore not considered to be independent. In addition, he is related to two of the senior executives of the Company. However, as a non-executive director, Mr Hapgood is completely independent from the day-to-day operations of the business and therefore able to bring clarity and independent thought to matters before the Board. Due to his familial links with two executives, Mr Hapgood does not participate in any Board matters relating to management remuneration other than the CEO. Mr Blundy is a substantial shareholder and is therefore not considered to be independent. However, as a non-executive director, he is completely independent from day-to-day operations of the business and therefore able to bring clarity and independent thought to all matters before the Board. Mr Blundy draws on his considerable skillset to act in the best interests of the Company and its shareholders. 25 Directors’ Reportfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 10. MEETINGS OF DIRECTORS The following table sets out the number of Directors' meetings (committee meetings) held during the year ended 27 June 2021 and the number of meetings attended by the members of the Board or the relevant committee. During the financial year, 12 Board Meetings (with the June 2021 meeting spanning two whole days), four Audit and Risk Committee meetings, five Remuneration and Nomination Committee1 meetings, and two Digital Strategy Group2 meetings were held. Directors have a standing invitation to attend meetings of Board committees of which they are not members. All Directors receive copies of the agendas, papers and minutes of each Board committee meeting. David Gordon Daniel Agostinelli Stephen Goddard Michael Hapgood Donna Player Joshua Lowcock Brett Blundy Timothy Dodd Full Board Audit and Risk Committee Remuneration and Nomination Committee Digital Strategy Group Held Attended Held Attended Held Attended Held Attended 12 12 12 12 12 12 1 1 12 12 10 10 12 12 1 1 4 – 4 – – 4 – – 4 – 4 – – 4 – – 5 – 5 – 5 – – – 5 – 5 – 5 – – – 2 – – 2 – 2 – – 2 – – 2 – 2 – – Held: represents the number of meetings held during the time the Director held office. Given the continuing impact of the COVID-19 pandemic on the Company’s operations, the Board continued its increased level of commitment from FY20 into FY21 with a number of additional Board meetings scheduled to enable the Board to guide the Company and management with decision-making during the uncertain period. 11. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the Directors’ opinion, there have been no significant changes in the state of affairs of the Group during the year. 12. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR The lockdowns and government mandated store closures experienced in Victoria, South Australia, New South Wales, Queensland and the Australian Capital Territory at various times across July and August have impacted sales in more than 350 stores, over 55% of our store portfolio. Inclusive of this impact, like for like retail sales for the first 7 weeks of FY22 (including digital) were down -16% to prior year. Digital sales continue to grow and over the last 3 weeks, with New South Wales and Victorian stores largely closed, were up 66.7%. The Company estimates that the group EBIT impact due to the COVID related disruption experienced across the months of July and August will be at least -$15 million compared to management expectations prior to the lockdowns. This is the result of both lost sales and the impact to gross margin of driving sales and ensuring that inventory levels are appropriately managed. The Company has however implemented a range of inventory management and cost reduction initiatives. Whilst the duration of the current lockdowns is unknown and we remain cautious on the near-term outlook, we expect this to have a temporary impact on the trading environment. The company remains in a strong position with a flexible and resilient business model, a database of 8.4 million contactable customers, a strong balance sheet and conservative gearing levels. The company continues to invest for the future in new stores, digital capability and new business formats. The health and wellbeing of our team and customers remains paramount, and the Company will continue to follow Government health guidelines over the coming weeks and months. This could involve further restrictions in Australia and New Zealand, impacting the Group’s operations. There remains significant ongoing environmental uncertainty due to COVID-19, increasing risk and volatility and making future outcomes hard to predict. Additionally, on 28 June 2021, the Group increased its available debt facilities from $188.7 million to $218.7 million which is associated with the acquisition of the assets of Next Athleisure Pty Ltd. Apart from the dividend declared as disclosed in Note 25 and the matters described above, no other matters or circumstance has arisen since 27 June 2021 that have significantly affected, or may significantly affect, the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 1. The Board resolved to rename the Committee to the People and Remuneration Committee on 23 February 2021 and established a separate Nomination Committee. 2. The Digital Strategy Group was established by the Board after the start of FY21, on 26 August 2020. 3. Like for like sales include TAF Franchises and exclude Glue store. 26 for the year ended 27 June 2021Directors’ ReportAccent Group Limited Annual Report 2021 13. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS All relevant future developments are outlined in the Chairman and Chief Executive Officer’s Report, Section 5 - Material Business Risks of this report and Section 12 - Matters subsequent to the end of the financial year of this report. 14. ENVIRONMENTAL REGULATION The Group is not involved in any activities that have a significant influence on the environment within which it operates. The Directors are not aware of any material breaches of any particular or significant environmental regulation affecting the Group’s operations during the financial year. 15. INDEMNITY AND INSURANCE OF OFFICERS The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. 16. PROCEEDINGS ON BEHALF OF THE COMPANY No proceedings have been brought or intervened in on behalf of the Company with the leave of the court under section 237 of the Corporations Act 2001. No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party. 17. AUDITOR Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001. 18. INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. 19. NON-AUDIT SERVICES As set out in Note 29 to the financial statements, the auditor did not provide any non-audit services to the Company during the financial year. 20. OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF DELOITTE TOUCHE TOHMATSU There are no officers of the Company who are former partners of Deloitte Touche Tohmatsu. 21. ROUNDING OF AMOUNTS The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. 22. AUDITOR'S INDEPENDENCE DECLARATION A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 28. 27 Directors’ Reportfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 Auditor’s Independence Declaration Deloitte Touche Tohmatsu ABN 74 490 121 060 477 Collins Street Melbourne VIC 3000 Tel: +61 3 9671 7000 Fax: +61 3 9671 7001 www.deloitte.com.au The Board of Directors Accent Group Limited 2/64 Balmain Street Richmond, Victoria 3121 18 August 2021 Dear Board Members, AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo AAcccceenntt GGrroouupp LLiimmiitteedd In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Accent Group Limited. As lead audit partner for the audit of the financial report of Accent Group Limited for the year ended 27 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU David White Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 28 Accent Group Limited Annual Report 2021 Remuneration Report FY2021 REMUNERATION REPORT Letter from the Chair of the People and Remuneration Committee Dear Shareholders, On behalf of Accent Group, I am pleased to present the FY21 Remuneration Report outlining the Group’s remuneration strategy and framework and decisions taken by the Board in relation to the remuneration of senior executives. This report sets out how the Board has approached remuneration in the context of the ongoing challenges of the COVID-19 pandemic in Australia, the strategies and initiatives taken by management to maintain profitability and growth in those circumstances, and the strong financial results achieved in the FY21 year. Over the past five years, Accent Group has achieved significant growth and transformation to become a regional leader in the retailing and distribution of performance and lifestyle footwear. The Group operates over 600 stores across 26 different retail banners with exclusive distribution rights for 18 international brands throughout Australia and New Zealand. Over this five-year period, EPS has grown by 26.5% per annum compounding, and dividends have grown by 87.5% from 6.0 to 11.25 cents per share. FY17 to FY21 DPS & EPS (Cents) 10.02 10.28 9.25 8.23 8.25 6.00 5.54 6.75 14.21 11.25 16 14 12 10 8 6 4 2 0 FY17 FY18 FY19 FY20 FY21 DPS EPS The results achieved in the FY21 year were delivered due to the continued focus and execution of the management team in challenging circumstances and consistent with the Company’s long term growth strategy. These efforts resulted in EBIT growing to $124.9 million, up 32.1% on the prior year, along with meaningful progress on our strategic objectives, including the acquisition of the Glue Store retail business and wholesale and distribution brands business from Next Athleisure Pty Ltd, opening 90 new stores, digital growth of 48.5% over the prior year, the launch of 4Workers and continued growth in Stylerunner, The Trybe and Pivot. Accent Group has continued to drive a people first strategy, and I am proud to report that with the strong trading performance and the assistance of government wage subsidy funding, the Group continued to support all permanent employees at full employment and full pay through the 14 separate lockdown/restriction periods that occurred across Australia and New Zealand in FY21. These results translated into superior shareholder returns, with total dividends for the year increasing by 21.6% to 11.25 cents per share. The vesting of STI awards resulting from these results is discussed further in sections 2.4 and 2.5 of this Report. 29 Accent Group Limited Annual Report 202118 August 2021 Continuous improvement in remuneration practices At the 2020 AGM, 44.93% of the votes received supported the adoption of the remuneration report for the year ended 28 June 2020. This excluded key management personnel, who represented 22.1% of the total issued capital. The Company received feedback from shareholders and their advisors on a number of issues including the appropriateness of STI vesting outcomes given the wage subsidies received, disclosure regarding the use of subsidies in the calculation of STI outcomes, and the single metric approach (EPS only) in the LTI program. The Board has considered the concerns raised and has taken action to increase the level of detail and transparency provided in the Remuneration Report for FY21 and going forward. Specifically: – Excluding the net benefit of all government wage subsidies received in the calculation of vesting outcomes for STI – Continued enhanced disclosure regarding remuneration, particularly around the STI KPIs and how these are measured – The introduction of strategic non-financial KPIs (20% of STI award) for FY21 The Board has also taken into consideration the feedback received concerning the single metric approach in the LTI program. The Company has implemented a multi-metric approach in prior LTI schemes, but found that the complexity detracted from the effectiveness of the scheme. Participants were unable to determine for themselves how their performance measured up against the target until the calculation was done by experts after the end of the relevant period. Since implementing a single, EPS-only methodology, management are able to calculate for themselves and monitor their performance against target regularly during the period and the outcomes have been demonstrably better. Accordingly, the Board still considers a single metric program using EPS as the measure to be the best approach for aligning management performance with shareholder value creation. FY22 Remuneration In March 2021, the Company completed and implemented a structural review of the executive key management personnel (KMP) and senior executive team. This review resulted in the updated alignment of all the operating banners under a dedicated senior executive reporting structure through to the Group Chief Executive Officer (CEO). In addition, the Group Chief Financial Officer role was expanded to include both the role of Chief Financial and Operating Officer (CFOO), with accountability for all shared services functions. To ensure appropriate and competitive remuneration for the FY22 year, the People and Remuneration Committee (PARCO) considered the remuneration levels and structures for the CEO and CFOO, with reference to: – changes in role – external listed comparable remuneration benchmarks – the competency and skillsets of the individuals and their performance over the long-term – the scarcity of talent and the importance and value of retaining key executives – changes in the complexity and geographical spread of the Company. Consideration was also given to the significant growth the Company has experienced over the last two years, the freeze on executive pay and directors’ fee for the FY21 year, and the 38.6% increase in Group net profit after tax in the FY21 year. As a result of the review, fixed remuneration in FY22 for the CEO has been increased by 17.2% and by 18.2% for the CFOO, effective from 1 July 2021. Fixed remuneration for the non-executive directors has been increased by 8%. The structure of the FY21 STI incentive scheme was substantively modified to reflect feedback received from stakeholders, with 80% of the award linked to financial performance measures with a sliding scale of vesting and the inclusion of 20% of the award based on the achievement of strategic non-financial KPI’s. The Board determined that given the strong results achieved in FY21 and improved feedback received from stakeholders, that the new STI structure was effective and would continue for FY22. In May 2021, the Company acquired Glue Store as a strategic acquisition to drive future growth. An additional incentive program relating to the acquisition, successful integration and execution of the first 13-month strategic plan has been put in place for the CEO and the CFOO. This was approved by the People and Remuneration Committee in August 2021. This program requires the successful achievement of both financial and non-financial performance measures. If performance measures are met, maximum incentive payments of $200,000 and $100,000 will be paid in cash to the CEO and CFOO post the release of the FY22 financial results. In conclusion, I am pleased to present the Company’s FY21 Remuneration Report which includes significant additional disclosure compared to prior years. The Company has achieved outstanding results in the last 12 months and the executive remuneration set out in this report is considered by the Board to be reflective of this performance. Yours faithfully, David Gordon Chairman of the People and Remuneration Committee 18 August 2021 30 Accent Group Limited Annual Report 202118 August 2021Remuneration Report FY2021 REMUNERATION REPORT 1. REMUNERATION OVERVIEW 1.1. Details of Management personnel (KMP) Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entire entity, directly or indirectly, including all Directors. Executive Director Daniel Agostinelli Senior Executives Matthew Durbin Non-Executive Directors David Gordon Michael Hapgood Stephen Goddard Donna Player Joshua Lowcock Group Chief Executive Officer Group Chief Financial and Operating Officer Chairman Director Director Director Director Brett Blundy (appointed 23 April 2021) Director Timothy Dodd – alternate Director for Brett Blundy (appointed 2 June 2021) Alternate Director People and Remuneration Committee (PARCO) and Nomination Committee 1.2. The Board has had an established a Remuneration and Nomination Committee (RNC) which operates under the delegated authority of the Board of Directors. In February 2021, this structure was updated to better reflect the roles of the Committee and changing needs of the business. This resulted in refocus and change of name of the RNC to the People and Remuneration Committee (PARCO), and the establishment of a separate Nomination Committee. No change to membership of the renamed Committee was made. The following Non-Executive Directors are members of PARCO: Mr D Gordon Independent Non-Executive Committee Chair Mr S Goddard Independent Non-Executive Director Ms D Player Independent Non-Executive Director PARCO is authorised by the Board to obtain external professional advice, and to secure the attendance of advisers with relevant experience and expertise when it considers this necessary. The Group’s remuneration strategy is designed and implemented on behalf of the Board by PARCO. PARCO then makes recommendations to the Board on matters relating to remuneration for the entities within the Group. PARCO considers recruitment, retention and termination policies and procedures, non-executive Directors’ remuneration, executive Directors and senior management remuneration and incentive policy and awards, and contractual arrangements with senior managers and executives. More detail on the Company’s remuneration policy is provided in the Corporate Governance Statement. The Nomination Committee comprises all of the Non-Executive Directors of the Company. The Nomination Committee is charged with overseeing, monitoring and evaluating Board performance, ensuring appropriate induction and professional development programs for directors, and succession planning. In addition to making recommendations to the Board on the above, it is also responsible for recommending to the Board (once identified) the best-qualified candidates for the Board of Directors. Use of Remuneration Consultants 1.3. Where PARCO determines it may benefit from external advice, it may engage directly with a remuneration consultant, who reports directly to the Committee. In selecting a suitable consultant, the Committee considers potential conflicts of interest and requires independence from the Group’s KMP as part of their terms of engagement. In the FY21 year the Company engaged the services of Morrow Sodali to provide advice on remuneration matters, including the structure of and disclosures within the Remuneration Report, as well as providing benchmarking of key management personal remuneration to inform the outcomes on FY22 remuneration. 31 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 1.4. Board Policies for Determining Remuneration The Board understands that the performance of the Group is driven through the quality and motivation of its people, including the CEO and executive team and the approximately 6,000 team members of the Group across Australia and New Zealand. The Group’s remuneration strategy is designed to attract, motivate and retain high quality and high performing employees, while ensuring that the interests of employees are in line with the interests of shareholders. Our strategy is guided by our vision to be the leader in the performance and lifestyle footwear market across Australia and New Zealand, by delivering world-class customer experiences, harnessing the power of our people, brands and products. The Board aims to achieve this by setting market competitive remuneration packages that consist of a mix of fixed remuneration, short term incentives to reward annual performance and long-term incentives that align to long term financial performance and shareholder value creation. Our remuneration framework is guided by the key principles of alignment with: – Delivery of long-term returns to shareholders through the delivery of sustainable sales and profit growth across the business – Delivery of sustainable growth in dividends flowing from the strong cash flows from its defensible and desirable business – Maintaining a strong, conservatively geared balance sheet – Adherence to the Group’s Code of Conduct and Company values – Encouraging a culture of equality and diversity The Group’s remuneration reviews take place within three months of the end of each financial year. Prior to these reviews, the CEO makes recommendations to PARCO regarding the remuneration of each of his direct reports and the overall remuneration framework for all employees. PARCO meets to consider those recommendations, and also discusses and determines the remuneration of the CEO. 2. REMUNERATION COMPONENTS The key features of the Executive remuneration structure are outlined below: Type of remuneration Fixed remuneration Short term incentive Long term incentive Total executive remuneration Fixed At risk How is it set Fixed remuneration is set with reference to market competitive rates in comparative ASX listed companies for similar positions, adjusted to account for the experience, ability and productivity of the individual employee Senior executives participate in the Group’s STI plan which is tied directly to the achievement of profit growth, either for the Group as a whole or a relevant business unit or both (as the case may be). Refer to section 2.4 for further details How is it delivered – Base salary – Superannuation – Other benefits (e.g. motor vehicle) – 100% cash What is the objective – Attract and retain key – Drive annual talent – Be competitive – Support workplace equality profit growth and shareholder returns – Reward value creation over a one-year period whilst supporting the long-term strategy – Incentivise desired behaviours in line with the Groups’ risk appetite 32 The Company has established a Performance Rights Plan. There have been a number of tranches of performance rights issued under the plan, each requiring a target achievement of 10% (or greater) compounding earnings per share growth over the relevant performance period. Refer to section 2.5 for further details. – Performance rights that vest at the end of the performance period if vesting conditions are met – Support delivery of the business strategy and growth objectives – Incentivise long-term value creation – Drive alignment of employee and shareholder interests Accent Group Limited Annual Report 202118 August 2021Remuneration Report Link between financial performance, shareholder wealth and remuneration 2.1. The Group’s executive remuneration is directly related to the performance of the Group, through the linking of incentives to certain financial measures as detailed previously and shown below. The financial performance of the Group and shareholder value creation over the last 5 years is also summarised in the table below. FY17 FY18 FY19 FY20 (pre AASB 16) FY20 (post AASB 16) restated* FY21 (post AASB16) Growth YoY CAGR Last 5 years Revenues ($'m) (inc Franchisees and Other Income) EBITDA ($'m) EBIT ($'m) Net profit attributable to the owners of the Company ($'m) EPS (cents) Shareholder value created: 636.1 703.2 75.9 44.5 29.2 5.54 88.8 64.7 44.0 8.23 796.8 108.9 80.6 830.1 121.7 87.2 53.9 58.0 10.02 10.73 830.1 202.9 94.5 55.5 10.28 993.8 242.0 124.9 76.9 14.21 19.7% 19.3% 32.1% 38.6% 38.2% 11.8% 33.6% 29.4% 27.4% 26.5% Market capitalisation ($'m) 466.4 Enterprise value ($’m) 524.0 894.8 929.7 749.6 799.1 797.0 828.2 797.0 828.2 1,496.0 1,563.0 87.7% 88.7% 33.8% 31.4% Movement in enterprise value during the financial year ($’m) Dividends paid during the financial year ($’m) Closing Share Price ($) DPS (cents) (194.4) 405.7 (130.6) 29.1 – 734.8 – – 32.6 0.86 6.00 32.6 1.65 6.75 44.7 1.39 8.25 48.8 1.47 9.25 48.8 1.47 9.25 65.0 2.76 11.25 33.4% 87.8% 21.6% 18.9% 33.8% 17.0% * FY20 results restated due to IFRIC agenda decisions on Software as a Service (“Saas”) accounting policy. Refer to Note 3 in the statutory financial statements 33 Accent Group Limited Annual Report 202118 August 2021Remuneration Report KMP remuneration and EPS over the last 5 financial years The graph below shows the relationship between total KMP remuneration and EPS over the past five years and the relationship between KMP remuneration and Company performance. ) m $ ' ( n o ti a r e n u m e R M P K 6,500 5,500 4,500 3,500 2,500 1,500 500 -500 ) s t n e c ( S P E 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 0 FY17 FY18 FY19 FY20 FY21 Fixed STI LTI EPS Notes: – The graph shows the aggregate total remuneration of the KMP team for each year from FY17 to FY21, as set out in the Remuneration Report each year (excluding payments made in FY18 in relation to one-off retirement payments to a former CEO and CFO Group). Company financial performance and share price The effectiveness of the Company’s performance related remuneration strategy is demonstrated by the strong compound annual growth delivered in revenue, profit, EPS and dividends over the last 5 years, and the relative outperformance of the Company’s share price over the last 10 years, as shown below. FY17 to FY21 Revenues ($m) CAGR 11.8% 703 636 993.8 797 830 1,200 1,000 800 600 400 200 0 FY17 to FY21 EBIT ($m) 125 95 87 81 CAGR 29.4% 65 44 FY17 FY18 FY19 FY20 FY20 FY21 (pre AASB 16) (post AASB 16) (post AASB 16) FY17 to FY21 EPS (Cents) CAGR 26.5% 14.21 10.02 10.73 10.28 8.23 5.54 FY17 FY18 FY19 FY20 FY20 FY21 (pre AASB 16) (post AASB 16) (post AASB 16) FY17 to FY21 DPS (Cents) 11.25 9.25 8.25 CAGR 17.0% 6.75 6.00 140 120 100 80 60 40 20 0 16 14 12 10 8 6 4 2 0 12 10 8 6 4 2 0 FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21 34 Accent Group Limited Annual Report 202118 August 2021Remuneration Report The following chart demonstrates the outperformance of the Company’s share price relative to the ASX300. ) 1 X A o t d e s a b e R , A $ ( e c i r P e r a h S 3.50 3.00 2.50 2.00 1.50 0.50 0 345.2% 58.5% FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 AX1 ASX300 2.2. Remuneration Mix The total remuneration for the executive KMPs comprises both fixed remuneration and at-risk components in STI and LTI. The mix shown below indicates the potential remuneration based on the current remuneration as at 27 June 2021 with STI and LTI presented at maximum or stretch opportunities. Executive KMP Daniel Agostinelli Matthew Durbin Fixed Remuneration 33% 36% STI 33% 28% LTI 33% 36% Total 100% 100% 33% 33% 36% 36% Daniel Agostinelli Matthew Durbin 33% 28% Fixed STI LTI Fixed STI LTI 35 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 2.3. Fixed Remuneration Fixed remuneration is set with reference to market competitive rates in comparative ASX listed companies for similar positions, adjusted to account for the experience, ability and productivity of the individual employee. Fixed remuneration includes base salary along with any fringe benefits to the employee and statutory superannuation contributions. To ensure appropriate and competitive remuneration for the FY21 year, PARCO considered the remuneration levels and structures for the CEO and CFOO with reference to: – changes in role – external listed comparable remuneration benchmarks – the competency and skillsets of the individuals and their performance over the long term – the scarcity of talent and the importance and value of retaining key executives – changes in the complexity and geographical spread of the Company. In respect of the FY21 year and as advised in the FY20 Remuneration Report, no increases in fixed remuneration were awarded to the CEO or the CFOO. Irrespective of the strong performance of the Group in FY20, this was considered appropriate in the context of the uncertainty surrounding the economic outlook due to the ongoing COVID-19 pandemic. For the FY22 year, and in addition to the factors outlined above, consideration was given to the significant growth the Company has experienced over the last two years, the freeze on executive pay and directors’ fee for the FY21 year, and the 38.6% increase in the Group’s net profit after tax in the FY21 year. As a result of the review, FY22 fixed remuneration for the CEO has been increased by 17.2% and by 18.2% for the CFOO effective from 1 July 2021. Fixed remuneration for the non-executive directors has been increased by 8%. 2.4. STI Plan Purpose and Objectives The Group’s STI program is designed to drive the Company’s objective of delivering profit growth and shareholder returns, whilst also ensuring the achievement of strategic objectives that are aligned with current and future profit growth. Senior executives have a significant proportion of their STI tied directly to the achievement of profit growth, either for the Group as a whole or a relevant business unit or both (as the case may be). All STI payments are also subject to an assessment by PARCO of individual non-financial performance measures related to strategy implementation, leadership and behaviours consistent with the Group’s values and corporate philosophy. The Group believes that by implementing the STI program, KMP are best positioned to effectively carry out their duties in achieving the strategic objectives of the company. The Group also expects KMP to continue to drive the values engrained within our culture and Code of Conduct, acting in the best interests of shareholders and in turn resulting in greater success for the Group and aligning Group and shareholder value creation moving forward. 36 Accent Group Limited Annual Report 202118 August 2021Remuneration Report Structure The STI program in FY21 was structured as follows: FY21 STI Plan Structure Performance period 12 months Opportunity CEO – 100% of fixed remuneration CFOO – 75% of fixed remuneration How the STI is paid Cash Performance measures/KPIs 1. Underlying EBIT growth – 80% 2. Non-financial strategic objectives – 20% Performance conditions How is STI assessed? What happens when a senior executive ceases employment? Malus and Clawback Is there any STI deferral? Financial Condition – 80% Weighting – The Group’s underlying EBIT growth for the year (excluding any net benefit of wage subsidies) must be 10% or greater for the maximum STI award to vest – At 6% year on year EBIT growth, 50% of the maximum STI award vests with a linear sliding scale up to 10% EBIT growth at which the maximum award vests Strategic Objectives condition – 20% Weighting – The STI award is also subject to achieving the following quantitative non-financial strategic objectives. – Continued digital and customer loyalty program growth – Agreed milestones achieved for new businesses including Stylerunner, Pivot, Trybe, 4Workers – Team engagement milestones achieved – New store opening budget and sales performance achieved PARCO reviews the CEO’s performance against the performance targets and objectives set for that year. The CEO assesses the performance of the senior executive team, with the CEO having oversight of his direct reports and the day-to-day functions of the Company. The performance assessment of the CEO and other senior executives are reviewed by PARCO and then recommended for Board approval. If the senior executive’s employment is terminated for cause, no STI will be paid. If the senior executive resigns or is considered a good leaver prior to the completion of the performance period, the STI may be granted on a pro rata basis in relation to the period of service completed, subject to the discretion of the Board and conditional upon the individual performance of the senior executive. In the event of serious misconduct or a material misstatement in the Group’s financial statements, the Board may cancel the STI payment and may also claw back STI payments paid in previous financial years, to the extent this can be done in accordance with the law. The STI awards are currently delivered fully in cash and vest at the end of the one-year period, subject to the achievement of the performance conditions. The Board reviewed the appropriateness of a deferral of a portion of the STI into equity during the year. The Board determined that a deferral is currently not appropriate for the Group in light of the size of the Group and the KMP team, as well as the CEO’s current equity ownership in the Company consisting of 17,838,224 shares which represent 3.3% of issued capital and an interest in a further 7,517,961 performance rights through the Performance Rights Plan (PRP). The Board is of the view the that objectives of a deferral (i.e. retention and risk management) are currently satisfied through the KMPs’ participation in the PRP which vests progressively between FY22-FY24 and existing share ownership. 37 Accent Group Limited Annual Report 202118 August 2021Remuneration Report STI outcomes FY211 The FY21 year has been a successful year for the Group with management delivering another year of record results, including revenue2 (up 19.9%), EBIT (up 32.1%) and EPS (up 38.2%). Financial Condition The net impact of all government wage subsidies has been excluded from the underlying EBIT used to measure the vesting of the STI financial condition. EBIT growth FY21 EBIT Less. Wage subsidy received Add. Subsidy paid directly to team members (Amounts paid directly to team members not working) FY21 Underlying EBIT FY20 Underlying EBIT Underlying EBIT Growth 32.1% $124.9m $24.5m3 $9.1m $109.5m $90.0m4 21.6% Underlying EBIT growth achieved of 21.6% was in excess of the 10% growth required for the payment of 80% of the STI award. Strategic Objectives Based on the performance of the Company against the strategic objectives outlined below, the Board has determined that these strategic objectives have been achieved, meeting the vesting condition for 20% of the FY21 STI award. Objective Outcomes Achieved Continued digital and customer loyalty program growth Agreed milestones achieved for new business’s including Stylerunner, Pivot, Trybe, 4Workers Team engagement milestones achieved New store opening budget and sales performance achieved – Digital sales growth of 48.5% – Growth in loyalty program members of 1.6m – Launch of the Skechers loyalty program – Stylerunner – 4 stores trading – 4Workers – launched on time – Trybe – 66.4% sales growth achieved – Team engagement survey implemented – 90 new stores opened – New stores sales budget achieved Y Y Y Y The table below sets out the performance of the CEO and CFOO in relation to the STI program: Financial Performance target CEO – Daniel Agostinelli Target underlying Group EBIT Growth >10% CFOO – Matthew Durbin Target underlying Group EBIT Growth >10% Performance outcome Underlying EBIT growth of 21.6% Strategic objectives outcome Achieved Maximum STI available 100% of fixed remuneration Underlying EBIT growth of 21.6% Achieved 75% of fixed remuneration Achievement* FY20 FY21 100% 100% 100% 100% * Achievement represents the amount achieved as a percentage of the maximum available In addition, the Group delivered shareholder value in the following areas: – Growth on every key performance metric, including sales, NPAT and EPS as outlined above. – Growth in dividends of 21.6% on the previous year for the financial year ended 27 June 2021 with total FY21 dividends of 11.25 cents per share fully franked. 1. Financial results are presented on a statutory basis and include the Next Athleisure (Glue store) acquisition for the period of ownership 30 May 2021-27 June 2021, unless otherwise noted. 2. Total revenues of $1.14b in FY21 (FY20: $948.9m) include the Athlete’s Foot Franchise sales 3. Refer to Note 7 in the statutory financial statements 4. FY20 underlying EBIT of $90m excludes a $2.8 million one-off non-cash impairment relating to the revaluation of certain assets due to the future uncertainty arising from COVID-19 38 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 2.5. LTI Plan Purpose and Objectives The Company has implemented an LTI program through the Performance Rights Plan (PRP). The objectives of this plan are: – to drive long term value creation for shareholders – to attract, motivate and retain key employees, and for them to share in the value created for all shareholders of the Company. The PRP operates under the rules most recently approved by shareholders at the Company's 2019 Annual General Meeting. As at 27 June 2021, 31,422,561 rights issued under the PRP were outstanding. The current Tranches 2-4 of the PRP have a single performance measure and require the achievement of 10% compounding earnings per share growth over the relevant performance period. The Board periodically evaluates the impact and relevance of this performance measure and considers it to be effective in achieving the stated objectives since the plan has been successful in driving outstanding performance since its inception in FY17, with compounding EPS growth p.a. of 26.5% achieved over the last 5 years. Structure During FY21, a new issue of Performance Rights was made (Tranche 5) with the structure set out below: Performance/vesting period Opportunity Instrument Performance metric Vesting condition Rationale for the performance metric and condition What happens when a KMP ceases employment? Malus and clawback FY21 LTI Plan (Tranche 5) Structure 4 years from FY21-FY24 plus a one-year escrow period to the end of FY25 following the completion of the performance period – CEO – 100% of fixed remuneration – CFOO – 100% of fixed remuneration Performance Rights Compound earnings per share (EPS) growth over 4 years 50% of award opportunity vesting at Threshold – 8% EPS growth 100% of award opportunity vesting at Target – 10% EPS growth 150% of award opportunity vesting at Stretch – 15% EPS growth Straight line vesting occurs between 8% and 15% No portion of an award will vest if compound EPS growth is less than 8%. Awards are also subject to a service condition requiring the participant to remain employed by the Group until the end of the vesting period (four years in total) In consultation with shareholders, advisors and other market participants, and based on a benchmark review of relevant ASX listed companies, the Board has determined that EPS growth is a widely used and well understood indicator of company performance and a long-term driver of shareholder value creation through the link to share price and dividend growth. Earnings per share growth represents a transparent and well understood metric for both shareholders and management that is not subject to market outcomes but rather is a direct outcome of the strategic and operational efforts of the management team over time. EPS also incorporates all the aspects of the Company’s financial performance that are within management’s control. The Board has further determined that long-term EPS growth above 10% is in the top quartile of historic performance for ASX200/300 companies over the last 10 years and is likely to be a strong proxy for top quartile company performance for comparable companies. If the KMP’s employment is terminated for cause, or due to resignation, all unvested Performance Rights will lapse, unless the Board determines otherwise. In all other circumstances, unless the Board decides otherwise, a pro-rata portion of the KMP’s, calculated in accordance with the proportion of the performance period that has elapsed, will remain on foot, subject to the performance condition as set by the Board. If and when the Performance Rights vest, shares will be allocated in accordance with the plan rules and any other condition of the grant. In the event of fraud, dishonesty, gross misconduct, acts of harassment or discrimination or a material misstatement or omission in the Company’s financial statements, the Board may deem any unvested Performance Rights and/or any vested and unexercised Performance Rights of the participant to have lapsed. Dividends and voting rights Performance rights do not confer on the holder any entitlement to any dividends or other distributions by the Group or any right to attend or vote at any general meeting of the Group. 39 Accent Group Limited Annual Report 202118 August 2021Remuneration Report Re-testing Change of Control provision LTI Outcomes FY21 FY21 LTI Plan (Tranche 5) Structure Awards are tested once, at the end of the performance period of four years. There is no further retesting of the performance conditions. In the event of a Change of Control (including a takeover scheme or arrangement or winding up of the company), Performance Rights automatically and immediately vest from the date of the event in the proportion that the Group’s share price has increased since the date of grant of the Performance Rights. The Board may determine that all or a specified amount of the participant’s remaining unvested Performance Rights automatically and immediately vest. CEO & CFOO FY21 Remuneration Packages PARCO recommended the issuance of Performance Rights under the PRP to the CEO and CFOO with a performance date of September 2024 (Tranche 5 detailed above). This new issuance of Performance Rights to the CEO was approved by Shareholders at the Company’s Annual General Meeting on 20 November 2020. No performance rights vested in the FY21 year. In calculating the share-based payment expense for the year ended 27 June 2021 in respect of the LTI plans, it has been assumed that the stretch KPI targets will be met based on the Group’s performance to date and its business plan. In calculating the LTI outcomes, the JobKeeper amounts received are not included in the calculations of EPS growth. In respect of tranche 5 of the LTI plan, which is due to vest in FY24, no Jobkeeper funds are required to achieve the stretch target of 15% (please refer to page 38 of the Remuneration Report for an underlying EBIT growth calculation in FY21). CEO and CFOO Long Term Incentive Employee Share Scheme (ESS) The PRP replaced the Employee Share Scheme (ESS), which was implemented during the 2013 financial year. As at 27 June 2021, 200,000 shares issued under the ESS were outstanding. 2.6. Other Information Key terms of executive employment contracts The remuneration and other terms of employment of the CEO and CFOO are set out in individual employment contracts that are not fixed term contracts. Name Notice period/termination payment Daniel Agostinelli Matthew Durbin 12 months’ notice by either party (or payment in lieu) 6 months’ notice by either party (or payment in lieu) 2.7. Non-Executive Directors Remuneration On an annual basis, PARCO considers the fees payable to Non-Executive Directors. When considering the level of fees, the Committee undertakes a review of benchmark fees paid by similar organisations and may access independent advice as well as drawing on the knowledge and experience of its members. PARCO makes recommendations on Non-Executive Director fees to the Board. Non-Executive Directors can choose, subject to certain restrictions, the amount of their fees allotted to superannuation. The aggregate fee limit of $1,200,000 was approved by shareholders at the 2019 AGM. There was no increase to Non-Executive Directors’ remuneration in FY21 and the fees remained at the levels set from 1 December 2019. Non-executive directors were awarded a 10% pay increase that came into effect on 1 December 2019 in FY20. In addition, for the period April and May 2020, the directors elected to reduce their fees by 25% for these months. The effect of this is that the directors did not receive the full benefit of the increase in the FY20 year. The year-on-year increase in FY21 compared to FY20 (refer to Table 3.1) is an outcome of the 10% increase granted from 1 December 2019, and no additional increases were granted up to and including FY21. 40 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 3. REMUNERATION OF KEY MANAGEMENT PERSONNEL 3.1. Table of remuneration to KMP Short-term benefits Post employment benefits Share–based payments Cash salary and fees $ Year Cash bonuses* $ Other monetary $ Leave benefits $ Super– annuation $ Equity– settled** $ Total $ 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 250,000 231,164 107,991 99,401 110,399 99,382 100,457 96,802 110,000 59,583 20,778 78,333 – – – 40,906 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 25,000 21,961 10,259 9,443 – – 9,543 4,446 – – – – – – – 3,886 – – – – – – – – – – – – – – – – 275,000 253,125 118,250 108,844 110,399 99,382 110,000 101,248 110,000 59,583 20,778 78,333 – – – 44,792 2021 1,175,317 1,280,0004 2020 1,063,322 2021 494,862 1,280,000 412,5005 475,221 412,500 21,297 31,946 79,683 25,000 1,242,359 3,823,656 191,678 25,000 629,237 3,221,183 – – 30,138 49,779 25,000 25,000 474,240 1,436,740 310,666 1,273,166 2,369,804 1,692,500 21,297 109,821 94,802 1,716,599 6,004,823 2,244,114 1,692,500 31,946 241,457 89,736 939,903 5,239,656 2020 2021 2020 Non-executive Directors D Gordon S Goddard M Hapgood D Player J Lowcock B Blundy (appointed 23 April 2021)1 T Dodd (appointed on 2 June 2021)2 S Kulmar (resigned 28 November 2019) Executive Directors and other KMP D Agostinelli M Durbin TOTAL * Cash bonuses relate to STI bonuses issued on the basis of the achievement of relevant performance measures for the year ended 27 June 2021 and were approved by PARCO and the Board in August 2021. ** Share based payments represent performance rights. The fair value of performance rights is measured at grant date and progressively allocated to profit and loss over the vesting period. The amount included in remuneration above may not be indicative of the benefit (if any) that key management personnel may ultimately realise should the performance rights vest. 1. Mr Blundy resigned from the Board on 12 May 2020 and entered into an agreement to provide advisory services to the Group. He was re-appointed as a non-executive director to the Board on 23 April 2021. 2. Mr Dodd was appointed as alternate director for Brett Blundy. 3. Mr Kulmar resigned as alternate director for Brett Blundy. 4. Mr Agostinelli’s cash bonus is equal to 100% of his fixed pay, comprising cash salary and fees, superannuation and leave benefits. 5. Mr Durbin’s cash bonus is equal to 75% of his fixed pay, comprising cash salary and fees, superannuation and leave benefits. 41 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 3.2. Performance Rights Plan (PRP) The table below sets out the details of all Performance Rights for unvested plans issued under the Company’s PRP: Issue Number of Rights Grant Date Vesting Date condition % Achieved Vesting Number of rights exercised Number of rights cancelled Current balance Tranche 2 23,800,000 3 Oct 17 to 20 Jun 18 1 Sep 22 EPS hurdle1 Tranche 3 Tranche 4 1,684,863 30 Nov 19 1 Sep 22 EPS hurdle2 3,577,253 30 Nov 19 1 Jul 24 EPS hurdle1 To be determined To be determined To be determined 0 (3,900,000)3 19,900,000 15,000 (102,484)4 1,597,379 107,659 (322,981)4 3,361,931 Tranche 5 0 18 Nov 20 1 Sep 24 EPS hurdle – sliding scale To be determined 6,645,416 (82,165) 6,563,251 Total 29,062,116 6,768,075 (4,407,630) 31,422,561 1 The EPS hurdle for Tranches 2 and 4 is an annual growth in adjusted diluted earnings per share of at least 10% p.a. over the relevant performance period Tranche 3 was issued in FY20 and did not include any rights issued to KMPs. Tranche 3 participants were not included in Tranche 2, and the EPS hurdles 2 and vesting of these two tranches are aligned. 3 Number of rights cancelled includes unvested portion and rights of departed employees 4 Number of rights cancelled represents rights of departed employees Performance rights of the CEO and CFOO The Performance Rights of the CEO and CFOO under the PRP are set below: CEO – Daniel Agostinelli Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 TOTAL CFOO – Matthew Durbin Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 TOTAL Balance as at 28 June 2020 Granted during the year Vested during the year Forfeited during the year Balance as at 27 June 2021 Value at grant date – 5,500,000 – 795,031 – – – – 1,222,930 6,295,031 1,222,930 – 3,000,000 – 341,615 – 3,341,615 – – – – 525,478 525,478 – – – – – – – – – – – – – – – – – – – – – – – – 5,500,000 $3,060,156 – – 795,031 $1,056,119 1,222,930 $1,638,692 7,517,961 $5,754,967 – – 3,000,000 $1,583,750 – – 341,615 $453,801 525,478 $704,126 3,867,093 $2,741,677 Refer to section 2.2 above for the proportion of the CEO and CFOO’s remuneration that represents the PRP allocation for the year ended 27 June 2021. 42 Accent Group Limited Annual Report 202118 August 2021Remuneration Report 3.3. Employee Share Scheme (ESS) Unvested ordinary shares of Accent Group Limited under the ESS at the date of this report are as follows: Grant date 02/03/2016 Expiry date Exercise price Number under option 28/02/2022 $1.49 200,000 200,000 4. SHAREHOLDINGS OF KMP The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their related parties, is set out below: Name Daniel Agostinelli Matthew Durbin David Gordon Stephen Goddard Donna Player Michael Hapgood Joshua Lowcock Brett Blundy Timothy Dodd TOTAL Additions Disposals Balance at start of year* 17,838,224 90,000 2,599,034 50,000 50,000 10,000,000 – – – – – – Balance at end of year 17,838,224 90,000 2,599,034 50,000 50,000 – – – – – (2,500,000) 7,500,000 3,105 15,000 98,542,751 8,141 – – – – – 18,105 98,542,751 8,141 129,181,255 15,000 (2,500,000) 126,696,255 * Balance at the start of the year' is balance as at date of appointment for Directors appointed during the financial year and excludes the balance of Directors who resigned during the year (see below). This Directors’ Report and Remuneration Report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors David Gordon Chairman 18 August 2021 43 Accent Group Limited Annual Report 202118 August 2021Remuneration Report Statement of Profit or Loss and Other Comprehensive Income for the year ended 27 June 2021 Revenue Interest revenue Expenses Cost of sales Distribution Marketing Occupancy Employee expenses Other Depreciation, amortisation and impairment Finance costs Profit before income tax expense Income tax expense Profit after income tax expense for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss Net change in the fair value of cash flow hedges taken to equity, net of tax Foreign currency translation Other comprehensive income for the year, net of tax Total comprehensive income for the year Profit for the year is attributable to: Owners of Accent Group Limited Total comprehensive income for the year is attributable to: Owners of Accent Group Limited Basic earnings per share Diluted earnings per share Note 6 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 992,754 829,805 997 1,251 (425,079) (356,419) (37,959) (31,085) (44,500) (32,615) (11,059) (13,349) (186,002) (153,103) (46,140) (40,363) (117,110) (108,334) (14,903) (15,696) 110,999 80,092 (34,076) (24,575) 76,923 55,517 (6,480) 6,725 245 2,692 628 3,320 77,168 58,837 76,923 76,923 55,517 55,517 77,168 77,168 Cents 14.21 13.66 58,837 58,837 Cents 10.28 9.90 7 7 7 8 38 38 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 4444 Accent Group Limited Annual Report 2021 Statement of Financial Position as at 27 June 2021 Consolidated Note 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 9 10 11 13 14 15 11 16 12 17 18 19 20 21 22 12 20 19 21 22 12 23 24 34,084 39,732 54,912 33,264 216,881 129,106 9,300 4,808 8,811 4,507 304,805 230,600 115,527 271,348 16,993 90,282 232,998 17,074 372,723 365,038 81 - 30,699 19,546 807,371 724,938 1,112,176 955,538 149,446 8,784 19,218 40,000 106,811 2,622 13,282 93,735 4,228 14,217 15,000 78,461 3,627 25,311 340,163 234,579 659 4,208 61,125 1,575 2,864 71,125 277,015 236,882 26 343,033 683,196 428,980 – 312,446 547,025 408,513 390,616 389,600 26,024 12,340 18,472 441 428,980 408,513 Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Lease receivable Other current assets Total current assets Non-current assets Property, plant and equipment Right-of-use assets Lease receivable Intangibles Derivative financial instruments Net deferred tax assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Deferred revenue Provisions Borrowings Lease liabilities Derivative financial instruments Provision for income tax Total current liabilities Non-current liabilities Provisions Deferred revenue Borrowings Lease liabilities Derivative financial instruments Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity The above statement of financial position should be read in conjunction with the accompanying notes 45 Accent Group Limited Annual Report 2021 Statement of Changes in Equity for the year ended 27 June 2021 Consolidated Foreign currency translation reserve $'000 Hedging reserve - cash flow hedges $'000 Share-based payments reserve $'000 Issued capital $'000 Retained earnings $'000 Total equity $'000 Balance at 1 July 2019 388,756 2,159 1,991 8,997 1,434 403,337 Transition adjustment on adoption of AASB 16 Restatement due to change in Accounting Policy (Note 3) – – – – (7,217) (7,217) Balance at 1 July 2019 – restated 388,756 2,159 1,991 8,997 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments Treasury share payments Dividends paid (Note 25) – – – – 844 – – 628 628 – – – – 2,692 2,692 – – – (532) (6,315) (532) 395,588 55,517 55,517 – 55,517 3,320 58,837 – – – 2,005 – – – – 2,005 844 (48,761) (48,761) Balance at 28 June 2020 - restated 389,600 2,787 4,683 11,002 441 408,513 Consolidated Foreign currency translation reserve $'000 Hedging reserve - cash flow hedges $'000 Share-based payments reserve $'000 Issued capital $'000 Retained earnings $'000 Total equity $'000 Balance at 29 June 2020 - restated 389,600 2,787 4,683 11,002 441 408,513 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments Treasury share payments Dividends paid (Note 25) Balance at 27 June 2021 – – – – 1,016 – – – 6,725 6,725 (6,480) (6,480) – – – 76,923 76,923 – 245 76,923 77,168 – – – – – – 7,307 – – – – (65,024) 12,340 7,307 1,016 (65,024) 428,980 390,616 9,512 (1,797) 18,309 The above statement of changes in equity should be read in conjunction with the accompanying notes 46 Accent Group Limited Annual Report 2021 Statement of Cash Flows for the year ended 27 June 2021 Cash flows from operating activities Receipts from customers and franchisees (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest and other finance costs paid Interest on lease liabilities Cash received from settlement of derivative financial instruments Income taxes paid Net cash from operating activities Cash flows from investing activities Payment for purchase of businesses, net of cash acquired Payments for property, plant and equipment Payments for intangibles Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares, net of transaction costs Proceeds / (Repayments) from borrowings, net Payment of lease liabilities Dividends paid Net cash used in financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year Consolidated Note 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 1,102,053 899,704 (876,050) (711,611) 61 (2,614) (10,814) – 258 (4,834) (9,564) 17,061 (53,227) (12,323) 159,409 178,691 (12,996) (26,241) (5,430) (44,667) 1,016 15,000 (86,806) (65,024) (8,953) (19,233) (4,093) (32,279) 844 – (79,836) (48,761) (135,814) (127,753) (21,072) 54,912 244 18,659 36,698 (445) 34,084 54,912 37 34 16 25 The above statement of cash flows should be read in conjunction with the accompanying notes 47 Accent Group Limited Annual Report 2021 Notes to the Financial Statements NOTE 1. GENERAL INFORMATION The financial statements cover Accent Group Limited ('Company', 'parent entity' or 'Accent') as a Group consisting of Accent Group Limited and the entities it controlled at the end of, or during, the year ('Group'). The financial statements are presented in Australian dollars, which is Accent's functional and presentation currency. Accent is a listed public company limited by shares, listed on the Australian Securities Exchange (‘ASX’), incorporated and domiciled in Australia. Its registered office and principal place of business is: 2/64 Balmain Street Richmond VIC 3121 A description of the nature of the Group's operations and its principal activities are included in the Directors' Report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 18 August 2021. The directors have the power to amend and reissue the financial statements. NOTE 2. BASIS OF PREPARATION These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). The financial statements have been prepared under the historical cost convention, except for, where applicable, derivative financial instruments which have been fair valued at balance date and share-based payments which have been measured at fair value at grant date. Net current liabilities As at 27 June 2021, the Group has net current liabilities of $35,357,933 (28 June 2020: $3,978,457). This is primarily due to the adoption of AASB16 Leases from 1 July 2019 onwards which has resulted in the Group reporting $383,826,796 of lease liabilities, (28 June 2020: $315,343,566) of which $106,811,460 (28 June 2020: $78,461,275) has been classified within current liabilities based on the timing of future lease payments. Excluding the impact of AASB16, the Group would be in a net current asset position of $44,568,447 (28 June 2020: $55,439,400). The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Group's cash position as at 27 June 2021 is $34,084,239 (28 June 2020: $54,911,914). In addition, the Group has undrawn finance facilities of $68,950,000 (28 June 2020: $95,700,000) as disclosed in Note 21. The Group generated net cash from operating activities of $159,409,000 (28 June 2020: $178,691,000) and net profit after taxation of $76,923,000 for the year ended 27 June 2021 (28 June 2020: $55,517,000). Taking into account all of the above factors, the directors are confident that the Group will be able meet its liabilities as they fall due. Critical accounting estimates The preparation of consolidated financial statements requires the Group to make estimates and judgements that affect the application of policies and reported amounts. The estimates which could cause a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next 12 months are disclosed in the following notes: – Note 10 – Note 15 – Note 16 – Note 34 Inventories Right-of-use-assets Intangibles Business combinations Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Accent Group Limited as at 27 June 2021 and the results of all subsidiaries for the year then ended. A list of subsidiaries at year end is contained in Note 35. Supplementary information about the parent entity is disclosed in Note 33. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses resulting from intragroup transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. If the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Foreign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. 48 for the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 2. BASIS OF PREPARATION (CONTINUED) Foreign operations The functional currencies of overseas subsidiaries are listed in Note 35. The assets and liabilities of overseas subsidiaries are translated into Australian dollars at the rate as at reporting date and the income statements are translated at the average exchange rates for the year. The exchange differences arising on the retranslation are taken directly to a separate component of equity. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Comparatives have been reclassified where appropriate to ensure consistency and comparability with the current period. NOTE 3. RESTATEMENT OF COMPARATIVES Reclassification of Intangible Assets The Group has re-presented the balance sheet for the reclassification of software development costs previously disclosed as property, plant and equipment to intangible assets to provide more reliable and relevant information. Refer below for the restatement of historical financial information as a result of this reclassification. This has no net impact on the statement of financial position. Change in accounting policy – Software as a Service arrangements The IFRS Interpretations Committee (IFRIC) has issued two agenda decisions related to accounting for Software-as-a-Service (SaaS) arrangements: – In March 2019, the IFRIC considered the accounting for SaaS arrangements (the first agenda decision) and concluded that for many such arrangements the substance is that the entity has contracted to receive services rather than the acquisition (or lease) of software assets. This is because, in a cloud-based environment, the SaaS contract generally only gives the customer the right to receive access to the cloud provider’s application software, rather than a license over the IP i.e. control over the software code itself. – In April 2021, the IFRIC specifically considered how an entity should account for configuration and customisation costs incurred in implementing these (SaaS) service arrangements. The IFRIC concluded (the second agenda decision) that these costs should be expensed, unless the criteria for recognising a separate asset are met. As a result, the Group has revised its accounting policy to reflect the IFRIC agenda decision relating to SaaS. Previously, the Group capitalised certain upfront configuration and customisation costs incurred in implementing SaaS arrangements. The adoption of the above agenda decisions has resulted in a reclassification of these intangible assets to an expense in the Statement of Comprehensive Income, impacting both the current and prior periods presented. Note 40 describes the Group’s accounting policy in respect of customisation and configuration costs incurred in implementing SaaS arrangements. In applying the Group’s accounting policy, the directors made the following key judgements that may have the most significant effect on the amounts recognised in financial statements. Classification of configuration and customisation costs as SaaS or Platform as a Service (PaaS) The IFRIC agenda decision above does not address the accounting for other components of cloud technology such as PaaS arrangements, however the Group applied the same principles in considering the nature of historical costs of implementing cloud-based technology and identified the costs related to a combination of SaaS and PaaS. The Group have appropriately applied the new guidance retrospectively where adjustments were required resulting from the change in the Group’s accounting policy for costs incurred in implementing cloud-based arrangements. Capitalisation of configuration and customisation costs in SaaS arrangements Part of the customisation and configuration activities undertaken in implementing SaaS arrangements may entail the development of software code that enhances or modifies, or creates additional capability to the existing on-premise software to enable it to connect with the cloud-based software applications (referred to as bridging modules or APIs). Judgement was applied in determining whether the additional code meets the definition of and recognition criteria for an intangible asset in AASB 138 Intangible Assets. 49 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 3. RESTATEMENT OF COMPARATIVES (CONTINUED) Historical financial information has been restated to account for the impact of the change in accounting policy and reclassification of software from property plant and equipment to intangible assets, as follows: Statement of financial position at the beginning of the earliest comparative period Assets Non-current Assets Property Plant and Equipment Intangibles Net deferred tax assets Total non-current assets Total assets Net assets* Retained Earnings* Total Equity Consolidated 1 July 2019 $’000 $’000 $’000 1 July 2019 $’000 Previously Reported Intangibles Reclass Adjustment Accounting Policy Change Adjustment (SaaS) 86,167 352,893 13,236 452,296 656,053 396,120 (5,783) 396,120 (5,049) 5,049 – – – – – – – (759) 227 (532) (532) (532) (532) (532) Restated 81,118 357,183 13,463 451,764 655,521 395,588 (6,315) 395,588 * Reported balance includes the transition adjustment on adoption of AASB 16. Statement of financial position at the end of the earliest comparative period Assets Non-current Assets Property Plant and Equipment Intangibles Net deferred tax assets Total non-current assets Total assets Net assets Retained Earnings Total Equity Consolidated 28 June 2020 $’000 $’000 $’000 28 June 2020 $’000 Previously Reported Intangibles Reclass Adjustment Accounting Policy Change Adjustment (SaaS) Restated 97,732 358,583 19,248 725,635 956,235 409,210 1,138 409,210 (7,450) 7,450 – – – – – – (995) 298 (697) (697) 90,282 365,038 19,546 724,938 955,538 (697) 408,513 (697) (697) 441 408,513 50 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 3. RESTATEMENT OF COMPARATIVES (CONTINUED) Statement of profit or loss and other comprehensive income Consolidated 28 June 2020 $’000 $’000 28 June 2020 $’000 Accounting Policy Change Adjustment (SaaS) 274 (510) (236) 71 (165) Previously Reported (108,608) (39,853) 80,328 (24,646) 55,682 Restated (108,334) (40,363) 80,092 (24,575) 55,517 28 June 2020 $’000 Previously Reported (733,194) – 166,672 (23,836) – (32,789) (67,307) (115,224) Consolidated $’000 $’000 $’000 Intangibles Reclass Adjustment Accounting Policy Change Adjustment (SaaS) Lease Liability payments reclass* 28 June 2020 $’000 Restated – – – 4,603 (4,603) – – – (510) – (510) – 510 510 – – 22,093 (711,611) (9,564) (9,564) 12,529 178,691 – – – (12,529) (12,529) (19,233) (4,093) (32,279) (79,836) (127,753) Expenses Depreciation amortisation and impairment Other expenses* Profit before tax Income tax expense Profit after income tax expense for the year * Other expenses includes IT costs. Statement of cash flows Payments to suppliers and employees Interest on lease liabilities Net cash generated by operating activities Payments for property, plant and equipment Payments to acquire intangible assets Net cash used in investing activities Payment of lease liabilities Net cash used in financing activities * Further to the above restatements, the Group also restated its prior year cashflow which resulted in a reclassification between operating activities and financing activities associated with the payment of lease liabilities. NOTE 4. NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED In the current year, the Group has adopted all of the following new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are relevant to its operations and mandatory for the current annual reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Group include: – AASB 2018-6 Definition of a Business – AASB 2018-7 Definition of Material – AASB 2019-1 Conceptual Framework for Financial Reporting – AASB 2019-3 Interest Rate Benchmark Reform – AASB 2019-5 Disclosure of the Effect of New IFRS Standards Not Yet Issued in Australia – AASB 2020-4 Covid-19 Related Rent Concessions Except for the adoption of AASB 2020-4, the above standards and interpretations have not led to any changes to the Group's accounting policies or had any other material impact on the financial position or performance of the Group. 51 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 4. NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED (CONTINUED) COVID-19 related rent concessions In April 2021 the AASB issued AASB 2021-3 Amendments to Australian Accounting Standards – Covid-19-Related Rent Concessions beyond 30 June 2021 which extends the practical expedient by one year to cover rent concessions that reduce only lease payments due on or before 30 June 2022. The amendment is effective for annual reporting periods beginning on or after 1 April 2021 but earlier application is permitted, including in financial statements not authorised for issue at 31 March 2021. During the year, the Group received COVID-19 related rental concessions. The Group has adopted the practical expedient for rental concessions allowing the Group to elect not to account for changes in leases payments as a lease modification where the following conditions were met: – The change in lease payments were substantially the same or less than the payments prior to the rental concession; – The reductions only affect payments which fall due before 30 June 2022; and – There has been no substantive change in the terms and conditions of the lease. The practical expedient has been applied to leases that have executed agreements in place as at 27 June 2021. For independent landlords, the Group has applied the practical expedient to written agreements in conjunction with the lessor’s acceptance of a lower rent payment. The Group considers the amendment to the lease contract as enforceable as both parties were committed to performing their obligations as at 27 June 2021. The treatment of the rental concessions was dependent on the events that trigger the concession. The Group had rent concessions which were entirely unconditional and rent concessions which remained conditional on other factors, predominantly future sales. For unconditional rent concessions, the Group recognised the present value of the rent concession in the profit and loss on the date the change in terms was agreed. For conditional rent concessions the Group recognised the benefit in the profit and loss and the corresponding reduction in the lease liability on the date the trigger for the conditional rent concession occurred. The Group has negotiated $19,556,381 of COVID-19 rental concessions. Of the total, $7,630,788 met the conditions of the practical expedient in the year ended 28 June 2020, with an additional $8,689,657 being recognised in the year ended 27 June 2021, as a reduction in occupancy expense. The remaining $3,235,936 has been treated as a lease modification upon execution of new lease agreements resulting in a reduction in the lease liability and corresponding right of use asset. These rental concessions recognised in the 2021 financial year partially offset the sales impact of mandated store closures in Melbourne, regional Victoria, Auckland, Adelaide, Brisbane and Perth. NOTE 5. OPERATING SEGMENTS The Group is required to determine and present its operating segments based on the way in which financial information is organised and reported to the chief operating decision-makers (CODM’s). The CODM’s have been identified as the Board of Directors on the basis they make the key operating decisions of the Group and are responsible for allocating resources and assessing performance. Key internal reports received by the CODM’s, primarily the management accounts, focus on the performance of the Group as a whole. The CODM’s assess the performance of the Group based on a measure of EBIT (earnings before interest and tax) prior to the impact of AASB 16 Leases and non-operating intercompany charges. The Group has considered its internal reporting framework, management and operating structure and the Directors’ conclusion is that the Group has one operating segment. The Group’s New Zealand operations generated revenue in excess of 10% of the total Group’s revenue. As a result, the Group recognises two geographical areas, Australia and New Zealand. The following is an analysis of the Group’s revenue and non-current assets. The geographical split for intangible assets is not available and has not been disclosed. 27 June 2021 28 June 2020 (Restated) Australia $'000 New Zealand $'000 Group $'000 Australia $'000 New Zealand $'000 Group $'000 Sales to customers 844,107 123,648 967,755 720,504 86,588 807,092 Other geographical information Additions to property, plant and equipment 49,464 7,077 56,541 28,480 8,016 36,496 52 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 6. REVENUE Sales revenue Sales to customers Royalties and other franchise related income Other revenue Marketing levies received from TAF stores Other revenue Revenue Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 967,755 807,092 13,924 12,200 981,679 819,292 8,928 2,147 7,620 2,893 11,075 10,513 992,754 829,805 Recognition and measurement The major sources of the Group’s revenue are from sales to customers, royalties and other franchise related income received from TAF stores. The Group’s revenue is principally generated on a ‘point in time’ basis. Sales to customers Sales to customers of goods comprise the sale of branded performance and lifestyle footwear to customers outside the Group less discounts, markdowns, loyalty scheme vouchers and an appropriate deduction for actual and expected returns. Sales to customers is stated net of tax. Revenue is recognised when performance obligations are satisfied, goods are delivered to the customer and the control of goods is transferred to the buyer. Gift cards are considered a prepayment for goods to be delivered in the future. The Group has an obligation to transfer the goods in the future, creating a performance obligation. The Group recognises deferred revenue when the gift card is purchased and recognises revenue when the customer redeems the gift card and the Group fulfills the performance obligation. Royalties and other franchise related income Franchise royalty fee income is generally earned based upon a percentage of sales that has occurred and is recognised on an accrual basis. Franchise establishment fees are recognised as income over the term of the Franchise Agreement. Franchise establishment fees are recognised on an ‘over time’ basis. Marketing levies Marketing levies are recognised in the period the sales are recorded by TAF stores. Marketing levies are collected by the Group for specific use within the TAF Marketing Fund, which is operated on behalf of the TAF network. Expenses in relation to the marketing of TAF stores are recorded within advertising and promotion expenses in profit or loss. In any given year, a deficit in the marketing fund will need to be recouped in the following year and any surplus in the marketing fund will need to be spent in the subsequent year. 53 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 7. EXPENSES Profit before income tax includes the following specific expenses: Depreciation Right of use assets Plant and equipment Total depreciation Amortisation Licence fee Distribution rights Re-acquired rights Software Total amortisation Impairment of assets Impairment charge – right of use assets Impairment charge / (reversal) – property, plant and equipment Total impairment Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 78,415 31,378 74,169 26,860 109,793 101,029 32 2,323 160 2,723 5,238 2,163 (84) 2,079 32 2,323 258 1,928 4,541 2,584 180 2,764 Total depreciation, amortisation and impairment 117,110 108,334 Finance costs Interest and finance charges paid/payable on borrowings Interest and finance charges paid/payable on lease liabilities Finance costs expensed Leases Variable lease payments 3,153 11,750 14,903 3,920 11,776 15,696 24,739 23,833 During the year, the Group recognised $8,689,657 (2020: $7,630,788) of COVID-19 related rental concessions from landlords. These concessions are included as a reduction in occupancy expense in the statement of profit or loss. Share-based payments expense 7,307 2,005 Employee expenses Government wage subsidies are recorded as a reduction in employee expenses on the statement of profit or loss. During the year, the Group received government grants under the JobKeeper program of $24,513,000 for the period July 2020 to September 2020. The Group did not apply for, nor was it eligible to receive, the JobKeeper extension for the period beyond the end of September. All of the JobKeeper funds of $24,513,000 received, were deployed throughout the financial year and had been fully utilised by July 2021 to keep team members employed during the various government mandated store closures due to COVID-19 related lockdowns. 54 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 8. INCOME TAX EXPENSE Income tax expense Current tax Deferred tax Adjustment recognised for prior periods Aggregate income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Entertainment expenses Share-based payments Impairment Sundry items Adjustment recognised for prior periods Difference in overseas tax rates Income tax expense Amounts recognised directly to equity Adoption of AASB 16 Leases Tax effect of hedges in reserves Change in accounting policy (refer Note 3) Deferred tax assets not recognised Deferred tax assets not recognised comprises temporary differences attributable to: Capital losses Total deferred tax assets not recognised Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 42,087 (7,098) (913) 29,752 (4,594) (583) 34,076 24,575 110,999 33,300 80,092 24,027 24 2,192 – (120) 35 601 723 30 35,396 25,416 (913) (407) (583) (258) 34,076 24,575 – (318) – (318) 3,145 1,941 227 5,313 7,199 7,199 7,199 7,199 The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in the statement of financial position as the recovery of this benefit is uncertain. Recognition and measurement Current tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities at the tax rates and tax laws enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is accounted for using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities under financial reporting and taxation purposes. Deferred tax is measured at the rates that are expected to apply in the period in which the liability is settled or asset realised, based on tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit or in relation to the initial recognition of goodwill. 55 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 INCOME TAX EXPENSE (CONTINUED) NOTE 8. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences or unused tax losses and tax offsets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Tax consolidation Accent Group Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. NOTE 9. TRADE AND OTHER RECEIVABLES Trade receivables Less: Allowance for expected credit losses Other receivables Movement in the allowance for credit losses were as follows: Carrying value at beginning of year Allowance for credit losses recognised Receivables written off during the year as uncollectable Allowances for expected credit losses at year end Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 38,282 23,828 (1,291) (1,101) 36,991 2,741 39,732 22,727 10,537 33,264 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 (1,101) (273) 83 (584) (637) 120 (1,291) (1,101) Set out below is the information about the credit risk exposure on the Group’s trade receivables. 2021 Current Under one month One to two months Two to three months Over three months Carrying amount $'000 Expected credit loss rate % Expected credit loss $'000 29,728 5,390 2,228 473 463 38,282 2.6% 2.0% 9.0% 17.8% 27.1% 773 108 201 84 125 1,291 56 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 9. TRADE AND OTHER RECEIVABLES (CONTINUED) 2020 Current Under one month One to two months Two to three months Over three months Carrying amount $'000 20,002 1,380 791 588 1,067 23,828 Expected credit loss rate % Expected credit loss $'000 2.0% 4.0% 11.0% 17.0% 43.0% 400 55 87 100 459 1,101 Recognition and measurement Trade receivables Trade receivables generally have terms of between 30 to 60 days. They are recognised at amortised cost less allowance for expected credit losses (‘ECL’). Customers who wish to trade on credit terms are subject to extensive credit verification procedures. Receivable balances are monitored on an ongoing basis and the ECL recognised is based on management’s expectation of losses without regard to whether an impairment event exists. Other receivables Other receivables include rebates receivable from suppliers, fit-out contributions from landlords and Government wage subsidy grants (prior year only) which are considered fully recoverable and therefore no allowance has been made. Impairment of trade receivables Collectability and impairment of trade receivables is assessed on an ongoing basis at an individual customer level by a centralised accounts receivable function. The Group has established a provision matrix that is based on average write-offs as a proportion of average debt over a period of 24 months. The historical loss rates are adjusted for current and forward-looking information where significant. NOTE 10. INVENTORIES Finished goods (at lower of cost or net realisable value) Goods in transit Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 177,304 39,577 216,881 115,979 13,127 129,106 Recognition and measurement Finished goods are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business. Cost comprises of the purchase price on a weighted average basis and logistic expenses incurred in bringing the inventories to their present location and condition. Determining the net realisable value of inventories relies on key assumptions that require the use of management judgement. An inventory provision is booked for cases where the realisable value from the sale of inventory is estimated to be lower than the inventory carrying value. Management’s estimate of the inventory provision is based on historical finished goods sold below cost over a 24 month period and inventory write-off transactional data over a 12 month period. The provision for write-down of inventories to net realisable value amounted to $9,955,509 (2020: $5,963,211) at 27 June 2021. NOTE 11. LEASE RECEIVABLE Current Lease receivable Non-Current Lease receivable Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 9,300 8,811 16,993 17,074 The Group sub-leases property leases to TAF franchises. The Group has classified these sub-leases as a finance lease, because the sub-lease is substantially on the same terms as the head lease. 57 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 11. LEASE RECEIVABLE (CONTINUED) The following table sets out the maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date. Consolidated Less than one year One to five years More than five years Total undiscounted lease payments Discounted using the Group’s incremental borrowing rate Total lease receivable Of which are: Current lease receivables Non-current lease receivables NOTE 12. DERIVATIVE FINANCIAL INSTRUMENTS Forward foreign exchange contracts - receivable Total derivative financial instruments receivable - non-current Forward foreign exchange contracts – payable Total derivative financial instruments payable - current Interest rate swap contracts – payable Total derivative financial instruments payable - non-current $'000 10,026 18,185 9 28,220 (1,927) 26,293 9,300 16,993 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 81 81 2,622 2,622 26 26 – – 3,627 3,627 – – Foreign exchange forward contracts are held as hedging instruments against forecast purchases in USD. The notional amount for the contracts held at 27 June 2021 totalled $USD153,885,715 (28 June 2020: $USD63,500,000). The average rate of the forward contracts is 0.75 (2020: 0.66). The net gain or loss recognised as other comprehensive income is equal to the change in fair value of the hedging instruments. There is no ineffectiveness recognised in profit or loss. Recognition and measurement The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange risk, including foreign exchange forward contracts and interest rate swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. When a cash flow hedge is discontinued, any cumulative gain or loss on the hedging instrument recognised in other comprehensive income is retained in equity until the forecast transaction occurs. NOTE 13. OTHER CURRENT ASSETS Prepayments Other current assets Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 4,180 628 4,808 4,304 203 4,507 Prepayments represent general prepaid expenses, largely insurance premiums and license fees for the Group’s eCommerce platforms. 58 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 14. PROPERTY, PLANT AND EQUIPMENT Plant and equipment - at cost Less: Accumulated depreciation Assets under construction - at cost Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 257,589 210,488 (151,782) (122,439) 105,807 88,049 9,720 115,527 2,233 90,282 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2019 Additions Transfer Additions through business combinations (Note 34) Disposals Exchange differences Impairment (charge) / reversal Depreciation expense Balance at 28 June 2020 Additions2 Transfer Additions through business combinations (Note 34) Disposals Exchange differences Impairment (charge) / reversal Depreciation expense Balance at 27 June 2021 Plant and equipment $'000 Assets under construction $'000 Total1 $'000 81,118 36,392 – 104 (117) (175) (180) (26,860) 90,282 55,578 – 963 (17) 15 84 (31,378) 2,919 2,233 (2,919) – – – – – 2,233 11,125 (3,638) – – – – – 9,720 115,527 78,199 34,159 2,919 104 (117) (175) (180) (26,860) 88,049 44,453 3,638 963 (17) 15 84 (31,378) 105,807 1. Re-presented for the reclassification of software from property, plant and equipment to intangibles. Refer to Note 3. 2. Landlord contributions to store fit-out costs have been netted off against actual fit-out costs incurred for cash flow disclosure purposes. Recognition and measurement The carrying value of property, plant and equipment is measured as the cost of the asset, less accumulated depreciation, and impairment. Depreciation and amortisation Items of property, plant and equipment are depreciated on a straight-line basis over the expected useful lives. Most of the property, plant and equipment represents leasehold improvements which are amortised over the period of the lease. As at 27 June 2021, the average lease term is 5 years. Assets under construction are not depreciated. Derecognition An item of property, plant and equipment is derecognised when it is sold or otherwise disposed of, or when its use is expected to bring no future economic benefits. Any gain or loss between the carrying amount and the disposal proceeds are included in the income statement in the period the item is derecognised. Impairment Refer to Note 15 for details on impairment testing. 59 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 15. RIGHT-OF-USE ASSETS Buildings – right-of-use Less: Accumulated depreciation Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 428,577 307,045 (157,229) (74,047) 271,348 232,998 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2019 Recognised as assets on first-time adoption of AASB 16 Additions Additions through business combinations (Note 34) Disposals Exchange differences Impairment of assets Depreciation expense Balance at 28 June 2020 Additions Additions through business combinations (Note 34) Disposals Exchange differences Impairment of assets Depreciation expense Balance at 27 June 2021 Buildings $'000 – 254,218 55,439 7,222 (6,563) (565) (2,584) (74,169) 232,998 108,940 10,606 (647) 29 (2,163) (78,415) 271,348 Recognition and measurement A right-of-use asset is recognised at the commencement date of a lease. The Group leases land and buildings for its offices and retail stores under agreements with an average term of 5 years. The right-of-use asset is measured initially at cost based on the value of the associated lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received and any initial direct costs incurred. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred within occupancy expense. Impairment of property, plant and equipment and right-of-use assets For impairment testing purposes the Group has determined that each store is a separate Cash Generating Unit (CGU). Each CGU is tested for impairment at the balance sheet date if any indicators of impairment have been identified with the exception of Outlet stores which are used for the predominant purpose of clearing aged inventory. For this reason, management anticipate that Outlet stores may be loss making. The value in use of each CGU is calculated based on the latest Board approved full year forecast for FY22. Cash flows beyond year one represent the Groups five-year strategy which was presented to the Board on 2 June 2021. Growth rates were applied to store generated sales and click and dispatch and click and collect sales. Gross profit margins were assumed to remain in line with the forecasted FY22 margins and all operating expenses of each CGU were considered variable to sales. The value in use calculations make no assumptions for government assistance and rental concessions. Cash flows were discounted to present value using a mid-point after-tax discount rate of 8.2%. 60 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 15. RIGHT-OF-USE ASSETS (CONTINUED) The COVID-19 pandemic has resulted in changes to customer shopping habits, patterns, and sources of finance. CBD locations are still heavily enduring the impacts of COVID-19, largely due to declining commuter foot traffic, an increase in people working from home and international border closures presenting challenges to the performance of the Group’s CBD locations. For this reason, the Group has recognised a net impairment charge of $2,079,442 during the year ended 27 June 2021 as disclosed in Note 7. Management has performed sensitivity analysis on the key assumptions in the impairment model using reasonably possible changes in these key assumptions. These reasonable possible changes do not lead to a significant increase in the impairment charge. NOTE 16. INTANGIBLES Goodwill - at cost Brands and trademarks - at cost Less: Accumulated impairment Licence fees - The Athlete's Foot - at cost Less: Accumulated amortisation Distribution rights - at cost Less: Accumulated amortisation Re-acquired rights Less: Accumulated amortisation Other intangible assets - The Athlete's Foot - at cost Less: Accumulated amortisation Software Less: Accumulated amortisation Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 319,022 311,529 44,825 44,825 (9,714) (9,714) 35,111 35,111 7,832 (360) 7,472 7,832 (328) 7,504 16,800 16,800 (15,659) (13,336) 1,141 1,308 (493) 815 720 (720) – 3,464 1,308 (333) 975 720 (720) – 15,460 10,030 (6,298) 9,162 (3,575) 6,455 372,723 365,038 61 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 16. INTANGIBLES (CONTINUED) Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Goodwill $'000 Brands and trademarks $'000 Licence fees $'000 Distribution rights $'000 Re-acquired rights $'000 Software3 $'000 Total $'000 Balance at 1 July 2019 304,456 35,111 7,536 5,787 Additions Additions through business combinations (Note 34) Disposals Exchange differences Impairment charge Amortisation expense – 7,073 – – – – – – – – – – Additions Additions through business combinations (Note 34) Other4 Disposals Exchange differences Impairment charge Amortisation expense 8,935 (1,444) – 2 – – – – – – – – – Balance at 27 June 2021 319,022 35,111 – – – – – – – – – – 3 – 4,290 4,093 357,183 4,093 1,230 – – – – – – – 8,303 – – – (32) (2,323) (258) (1,928) (4,541) – – – – – – – – – – – – – – – – – – 6,455 5,430 365,038 5,430 – – – – – 8,935 (1,444) – 2 – (32) 7,472 (2,323) 1,141 (160) 815 (2,723) (5,238) 9,162 372,723 Balance at 28 June 2020 311,529 35,111 7,504 3,464 975 3. Re-presented for the reclassification of software from property, plant and equipment to intangibles. Refer to Note 3. 4. During the year ended 27 June 2021, the Group retrospectively adjusted the provisional amounts recognised for a business combination to reflect new information obtained. The retrospective adjustment relates to recognising a deferred tax asset for the termination payments of TAF franchise agreements that were acquired in the last 12 months. The corresponding impact is a reduction to goodwill. Recognition and measurement Goodwill Goodwill acquired in a business combination is initially measured at cost. Cost is measured as the cost of the business combination minus the net fair value of the acquired and identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Brands and trademarks Brands and trademarks are recognised at cost in a business combination. Brands and trademarks have indefinite useful lives. This assessment reflects management's intention to continue to utilise these intangible assets in the foreseeable future. Each period, the useful life of these assets is reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the assets. Other intangible assets Intangible assets with finite lives are amortised on a straight-line basis over their useful lives and tested for impairment whenever there is an indication that they may be impaired. The amortisation period and method is reviewed at each financial year-end. A summary of the useful lives of other intangible assets is as follows: Other intangible assets License fees Distribution rights Re-acquired rights Software Useful life Finite (up to 249 years) Finite (up to 7 years) Finite (up to 8 years) Finite (up to 4 years) 62 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 16. INTANGIBLES (CONTINUED) Impairment testing of goodwill Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. The impairment test at 27 June 2021 was carried out based on value in use calculations for the Group’s one operating segment. The recoverable amount was determined using estimated cash flows that were based on the Groups five-year strategic plan which was presented to the Board of Directors on 2 June 2021. The strategic plan included calculations and assumptions on sales growth, gross margin and cost of doing business ('CODB'). The assumptions were based on past experience and the Company’s forecast operating and financial performance taking into account current market and economic conditions and placing caution on the recovery of the Australian economy given the global uncertainty resulting from COVID-19. The cash flows beyond the five-year period have been extrapolated using a steady state 1.0% long term growth rate (2020: 2.0%). Cash flows were discounted to present value using a mid-point after-tax discount rate of 9.8% (2020: 10.5%). Management has performed sensitivity analysis on the key assumptions used in the impairment model. Management has considered possible changes in key assumptions that would cause the carrying amount of goodwill to exceed the value in use. There is no indication of impairment at balance date. Brand names and trademarks The Group recognises the following brands and trademarks as indefinite life intangible assets: Carrying amount of brand names and trademarks: The Athlete's Foot Platypus Hype DC Brands and trademarks Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 3,466 11,100 20,545 35,111 3,466 11,100 20,545 35,111 Impairment testing of brands and trademarks Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount was determined independently using the Relief from Royalty (‘RFR’) valuation method at acquisition date. The calculations reflect a five-year revenue forecast and requires the use of assumptions, including estimated royalty rates, tax rate, estimated discount rates and expected useful life. The five-year revenue forecast was based on the Group’s five-year strategic plan which was presented to the Board of Directors on 2 June 2021. The five-year strategic plan was based on past experience and the Company’s forecast operating and financial performance, taking into account current market and economic conditions. As part of the impairment test, management has considered the shift in consumer behaviour to digital and online shopping as a consequence of COVID-19, anticipating that the current trend of greater online demand will continue to be embedded into consumer spending patterns going forward. Consequently, revenue beyond the five-year period applied a terminal growth rate to bricks and mortar and a terminal growth rate to digital revenue. The royalty rates used in the valuation model were brand specific and based on rates observed in the market. The royalty rates across all brands ranged between 3.5% to 5.25%. The TAF brands royalty rate was in line with current franchise agreements. The tax rate applied in the valuation model is based on the corporate tax rate in Australia of 30.0% and the after tax discount rate used is 11.7% (2020: 13.0%). Management has performed sensitivity analysis on the key assumptions in the impairment model using possible changes in these key assumptions. The Group has concluded that no impairment is required based on expected performance and current market and economic conditions. 63 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 17. NET DEFERRED TAX Net deferred tax comprises temporary differences attributable to: Amounts recognised in profit or loss: Allowance for expected credit losses Provision for shrinkage and stock obsolescence Provision for employee entitlements Other provisions and accrued expenses Difference in accounting and tax depreciation Landlord and supplier contributions Net lease liability / (right-of-use asset) Trademarks, brand names and distribution rights TAF franchisee surrender payments Other Amounts recognised directly to equity Adoption of AASB 16 Leases Tax effect of hedges in reserves Change in accounting policy (refer Note 3) Net Deferred tax asset NOTE 18. TRADE AND OTHER PAYABLES Trade payables Goods and services tax payable Accrued expenses Other payables Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 285 2,995 5,996 3,207 5,400 15,525 6,109 (10,949) 968 393 309 1,837 4,144 2,025 5,641 11,632 1,153 (11,784) – 58 29,929 15,015 – 770 – 770 3,145 1,088 298 4,531 30,699 19,546 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 76,631 5,740 46,905 20,170 149,446 24,504 7,171 44,939 17,121 93,735 Trade payables and accruals represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. Other payables represent goods receipted that have not been invoiced as at 27 June 2021. Trade and other payables are stated at amortised cost. The amounts are unsecured and are usually settled within 30 to 60 days of recognition. 64 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 19. DEFERRED REVENUE Current Gift cards Other deferred revenue Non-current Other deferred revenue Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 4,354 4,430 8,784 4,208 12,992 3,121 1,107 4,228 2,864 7,092 Deferred revenue relates to unredeemed gift cards, loyalty program liabilities, and unused supplier contributions for fixtures, fittings and point of purchase. These contributions will be utilised for future store openings and refurbishments. NOTE 20. PROVISIONS Current Employee benefits Other provisions Non-Current Employee benefits Other provisions Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 17,215 2,003 19,218 659 – 659 19,877 12,027 2,190 14,217 664 911 1,575 15,792 Recognition and measurement Employee benefits Liabilities for annual leave, bonuses and other employee benefits expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Employee benefits not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date. 65 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 21. BORROWINGS Current Secured Bank loans Working capital facility Non-Current Secured Bank loans Movements in borrowings Movements in current borrowings during the current financial year is set out below: Carrying amount at start of the year Repayments Additional loans Carrying amount at end of the year Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 5,000 35,000 40,000 5,000 10,000 15,000 61,125 101,125 71,125 86,125 Borrowings $'000 86,125 (70,000) 85,000 101,125 The majority of the Group’s financing facilities with National Australia Bank (‘NAB’) and Hongkong and Shanghai Banking Corporation (‘HSBC’) are due to mature in August 2023. The weighted average interest rate on these financing facilities is 1.74%. On the 18 August 2020, the Group entered into an interest rate swap contract to mitigate the risk of changing interest rates on the variable rate debt held. The interest rate swap contract matures in line with the Group’s financing facilities. 66 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 21. BORROWINGS (CONTINUED) Recognition and measurement Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date and intends to do so. The Group monitors compliance with its financial covenants on a monthly basis and reports compliance on a monthly basis to the banks. The Group has complied with all such requirements. Assets pledged as security The senior bank debt made available by NAB and HSBC is secured by cross-guarantees and all assets of Accent Group Limited and each of its wholly-owned subsidiaries. Total secured assets amounted to $814,535,000 at 27 June 2021 (28 June 2020: $693,579,900). Financing arrangements Unrestricted access was available at the reporting date to the following lines of credit: Total facilities Bank overdraft Bank loans Working capital facility Bank guarantee and letters of credit Used at the reporting date Bank overdraft Bank loans Working capital facility Bank guarantee and letters of credit Unused at the reporting date Bank overdraft Bank loans Working capital facility Bank guarantee and letters of credit Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 5,700 66,125 5,700 76,125 98,250 100,000 18,650 16,900 188,725 198,725 – 66,125 35,000 16,054 – 76,125 10,000 15,200 117,179 101,325 5,700 5,700 – – 63,250 90,000 2,596 71,546 1,700 97,400 On 28 June 2021, subsequent to year-end, the Group increased its available debt facilities from $188,725,000 to $218,725,000 which is associated with the acquisition of the assets of Next Athleisure Pty Ltd. 67 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 22. LEASE LIABILITIES Current Lease liability Non-current Lease liability Consolidated Less than one year One to five years More than five years Total undiscounted lease liabilities Total Liabilities included in the statement of financial position Current lease liabilities Non-current lease liabilities Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 106,811 78,461 277,015 236,882 $'000 121,471 279,452 16,724 417,647 383,826 106,811 277,015 Recognition and measurement A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the Group's incremental borrowing rate. Leases are entered into for varying terms and rent reviews are based on CPI increases or fixed increases. Variable lease payments are expensed in the period in which they are incurred. The carrying amount of a lease liability is remeasured if there is a change in the lease payments arising from a change in an index or a rate used and a change in lease term. Most of the Group’s leases do not contain renewal or extension options. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. NOTE 23. EQUITY - ISSUED CAPITAL Ordinary shares - fully paid Less: Treasury shares Consolidated 27 Jun 2021 Shares 28 Jun 2020 Shares 27 Jun 2021 $'000 28 Jun 2020 $'000 541,866,715 541,866,715 390,926 390,926 (200,000) (1,350,002) (310) (1,326) 541,666,715 540,516,713 390,616 389,600 Ordinary shares Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. Treasury shares No shares were issued to employees under the Employee Share Scheme (28 June 2020: nil). During the year, employee loan repayments reduced the number of treasury shares under the Employee Share Scheme. Details of the scheme are set out in Note 39. Share buy-back There is no current on-market share buy-back. 68 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 23. EQUITY – ISSUED CAPITAL (CONTINUED) Movements in ordinary share capital Details Balance Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Shares issued during the period(i) Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Balance Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Employee Share Scheme - loans repaid Date Shares Issue price $'000 30 June 2019 27 August 2019 29 August 2019 05 September 2019 10 September 2019 2 October 2019 3 October 2019 3 October 2019 8 October 2019 9 October 2019 15 October 2019 24 December 2019 24 December 2019 20 February 2020 20 February 2020 20 February 2020 15 May 2020 28 June 2020 30 June 2020 30 June 2020 1 September 2020 2 September 2020 25 September 2020 1 October 2020 14 October 2020 23 October 2020 3 November 2020 24 November 2020 26 November 2020 2 February 2021 4 February 2021 23 February 2021 538,484,554 250,000 100,000 33,333 66,666 50,000 83,334 83,334 50,000 925,491 66,667 16,667 33,333 66,667 66,667 66,667 73,333 $0.730 $1.010 $1.140 $1.140 $0.590 $0.590 $0.590 $0.590 $0.000 $1.010 $0.730 $1.140 $0.590 $0.590 $0.590 $0.730 388,756 183 101 38 76 30 49 49 30 – 67 12 38 39 39 39 54 540,516,713 389,600 250,000 250,000 100,000 100,000 33,333 33,334 66,666 33,333 33,333 33,334 33,334 66,668 66,667 50,000 $0.730 $0.730 $0.730 $1.010 $1.140 $1.140 $1.010 $0.730 $1.140 $0.730 $1.140 $1.140 $1.140 $1.140 183 183 73 101 38 38 67 24 38 24 38 76 76 57 Balance 27 June 2021 541,666,715 390,616 (i) A total of 925,491 ordinary shares were issued in relation to the performance rights plan in FY20. 69 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 24. EQUITY - RESERVES Foreign currency translation reserve Hedging reserve - cash flow hedges Share-based payments reserve Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 9,512 (1,797) 18,309 26,024 2,787 4,683 11,002 18,472 Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. Hedging reserve - cash flow hedges Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income with the remaining change in fair value recognised in the hedging reserve. Any ineffective portion is recognised immediately in the statement of profit and loss. Share-based payments reserve The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. NOTE 25. EQUITY - DIVIDENDS Dividends Dividends paid during the financial year were as follows: Final dividend for the year ended 28 June 2020 of 4.00 cents (2019: 3.75 cents) per ordinary share Interim dividend for the year ended 27 June 2021 of 8.00 cents (2020: 5.25 cents) per ordinary share Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 21,675 43,349 65,024 20,297 28,464 48,761 In respect of the financial year ended 27 June 2021, the directors recommended the payment of a final fully franked dividend of 3.25 cents per share to be paid on 16 September 2021 to the registered holders of fully paid ordinary shares as at 9 September 2021. Franking credits Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Franking credits available for subsequent financial years based on a tax rate of 30% 37,399 17,067 New Zealand imputation credits available to New Zealand residential shareholders amount to NZ$6,569,688 (28 June 2020: NZ$5,381,585). 70 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 26. FINANCIAL INSTRUMENTS Financial risk management objectives The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge foreign currency exposures and interest rate swaps to hedge interest rate exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk. Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a periodic basis. Market risk Foreign currency risk The Group has transactional foreign currency exposures arising from the purchase of inventory denominated in US dollars. To minimise the impact of changes in the Australian Dollar / US Dollar exchange rate on profit and loss, the Group enters into forward exchange contracts in accordance with its Board-approved foreign exchange hedging policy. The Group's exposure to foreign currency risk as at the end of the reporting period, expressed in Australian dollars, is shown below: Consolidated Forward contracts Foreign currency trade payables Transactional foreign exchange risk 27 Jun 2021 28 Jun 2020 US dollar transactional exposure $'000 Australian dollar equivalent $'000 US dollar transactional exposure $'000 Australian dollar equivalent $'000 153,886 27,689 181,575 204,998 36,461 241,459 63,500 8,896 72,396 96,098 12,554 108,652 The sensitivity of the Group's transactional foreign currency risk exposure is estimated by assessing the impact that a 10% increase and 10% decrease in the Australian Dollar / US Dollar exchange rate would have on profit and equity of the Group at the reporting date. 27 Jun 2021 28 Jun 2020 Movement in Australian dollar US dollar exchange rate % Increase/ (decrease) in profit or loss $'000 Increase/ (decrease) in other comprehensive income $'000 Movement in Australian dollar US dollar exchange rate % Increase/ (decrease) in profit or loss $'000 Increase/ (decrease) in other comprehensive income $'000 10% (10%) 10% (10%) – – 455 (556) (14,545) 12,535 2,860 (3,495) 10% (10%) 10% (10%) – – 210 (256) (9,066) 3,867 932 (1,139) Forward Contracts Trade Payables In management’s opinion, the above sensitivity analysis is not fully representative of the inherent foreign exchange risk as the year end exposure does not necessarily reflect the exposure during the course of the year. As noted above the Group manages its foreign currency risk through forward currency contracts. 71 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 26. FINANCIAL INSTRUMENTS (CONTINUED) The maturity, settlement amounts and the average contractual exchange rates of the Group's outstanding forward foreign exchange contracts at the reporting date were as follows: Buy US dollars Maturity: 0 - 3 months 3 - 6 months 6 - 12 months > 12 months Sell Australian dollars Average exchange rates 27 Jun 2021 $'000 28 Jun 2020 $'000 27 Jun 2021 28 Jun 2020 94,957 54,013 50,853 5,175 37,338 17,601 41,159 – 0.7429 0.7506 0.7674 0.7730 0.6562 0.6534 0.6681 – Translational Foreign Currency Risk The Group includes certain subsidiaries whose functional currencies are different to the Group’s presentation currency of Australian Dollars. As stated in Note 2, on consolidation the assets and liabilities of these entities are translated into Australian dollars at exchange rates prevailing on the balance date. The income and expenses of these entities are translated at the average exchange rates for the year. Exchange differences arising are classified as equity and are transferred to a foreign exchange translation reserve. The main operating entities outside of Australia are based in New Zealand. The Group’s future reported profits could therefore be impacted by changes in rates of exchange between the Australian Dollar and the New Zealand Dollar. 27 Jun 2021 28 Jun 2020 NZ dollar translational exposure $'000 Australian dollar equivalent $'000 NZ dollar translational exposure $'000 Australian dollar equivalent $'000 New Zealand dollar net assets 29,492 27,481 17,570 16,354 The sensitivity of the Group's translational foreign currency risk exposure is estimated by assessing the impact that a 10% increase and 10% decrease in the Australian Dollar / NZ Dollar exchange rate would have on profit and equity of the Group at the reporting date. 27 Jun 2021 28 Jun 2020 Movement in Australian dollar NZ dollar exchange rate % Increase/ (decrease) in other comprehensive income $'000 Movement in Australian dollar NZ dollar exchange rate % Increase/ (decrease) in other comprehensive income $'000 10% (10%) (2,498) 3,053 10% (10%) (1,414) 1,906 New Zealand dollar net assets Price risk The Group is not exposed to any significant price risk. Interest rate risk The Group's main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. On the 18 August 2020, the Group entered into an interest rate swap contract to mitigate the risk of changing interest rates on the variable rate debt held. The interest rate swap contract matures in line with the Group’s financing facilities. 72 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 26. FINANCIAL INSTRUMENTS (CONTINUED) As at the reporting date, the Group had the following cash and cash equivalents, variable rate borrowings and interest rate swap contracts outstanding: Consolidated Bank loans Interest rate swap Net exposure to cash flow interest rate risk 27 Jun 2021 28 Jun 2020 Weighted average interest rate % Weighted average interest rate % Balance $'000 Balance $'000 1.61% 1.93% (101,125) 2.02% (86,125) 56,250 (44,875) – – (86,125) Sensitivity impact of interest rate changes has not been shown as a 0.5% change in interest rates would have an immaterial profit or loss impact based on the net exposure to cash flow interest rate risk at balance date. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Financing arrangements Unused borrowing facilities at the reporting date: Bank overdraft Working capital facility Bank guarantee and letters of credit Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 5,700 5,700 63,250 90,000 2,596 71,546 1,700 97,400 73 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 26. FINANCIAL INSTRUMENTS (CONTINUED) Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid, and therefore these totals may differ from their carrying amount in the statement of financial position. Consolidated - 27 Jun 2021 Non-derivatives Non-interest bearing Trade payables Other payables Lease liabilities Interest-bearing - variable Term loans Working capital facility Total non-derivatives Derivatives Weighted average interest rate % 1 year or less $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Remaining contractual maturities $'000 – – – 76,631 20,170 – – – – – – 76,631 20,170 121,471 102,864 176,588 16,723 417,646 1.68% 1.47% 5,000 35,000 10,000 51,125 – – – – 66,125 35,000 258,272 112,864 227,713 16,723 615,572 Interest rate swaps net settled 1.93% – Forward foreign exchange contracts net settled Total derivatives – (2,622) (2,622) – 81 81 (26) – (26) – – – (26) (2,541) (2,567) Consolidated - 28 Jun 2020 Non-derivatives Non-interest bearing Trade payables Other payables Lease liabilities Interest-bearing - variable Term loans Working capital facility Total non-derivatives Derivatives Interest rate swaps net settled Forward foreign exchange contracts net settled Total derivatives Weighted average interest rate % 1 year or less $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Remaining contractual maturities $'000 – – – 24,504 17,121 95,374 – – – – – – 24,504 17,121 84,091 154,113 21,773 355,351 2.02% 1.96% – – 10,000 151,999 – (3,627) (3,627) 5,000 10,000 61,125 – – – – 76,125 10,000 94,091 215,238 21,773 483,101 – – – – – – – – – – (3,627) (3,627) The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. 74 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 26. FINANCIAL INSTRUMENTS (CONTINUED) Capital risk management The Group manages its capital to ensure that all the entities within the Group are able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents, trade and other receivables, inventories, intangibles and net working capital. The equity attributable to equity holders of the parent entity comprises issued capital, reserves and accumulated losses. Management effectively manage the Group’s capital by assessing the Group’s financial risks and adjusting the Group’s capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. None of the Group entities are subject to externally-imposed capital requirements. The capital risk management policy has not changed since the 28 June 2020 year. NOTE 27. FAIR VALUE MEASUREMENT The only financial assets or financial liabilities carried at fair value are interest rate swaps and foreign currency forward contracts. All these instruments are Level 2 financial instruments because, unlike Level 1 financial instruments, their measurement is derived from inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly. Valuation techniques for fair value measurements The fair values are determined using the valuation techniques below. The fair value was obtained from third party valuations. Forward foreign exchange contracts The fair value was obtained from third party valuations derived from discounted cash flow forecasts of forward exchange rates at the end of the reporting period and contract exchange rates. Interest rate swap contracts Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties. There were no transfers between levels during the year. The carrying amount of other financial assets and financial liabilities recorded in the financial statements approximate their fair values. NOTE 28. KEY MANAGEMENT PERSONNEL DISCLOSURES The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits Share-based payments Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 4,193,422 4,210,017 94,802 89,736 1,716,599 939,903 6,004,823 5,239,656 NOTE 29. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company: Audit services - Deloitte Touche Tohmatsu Audit or review of the financial statements Other services - Deloitte Touche Tohmatsu Other consulting services 75 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 560,680 540,010 – – 560,680 540,010 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 30. CONTINGENT LIABILITIES The Group has bank guarantees outstanding as at 27 June 2021 of $4,208,739 (28 June 2020: $2,757,387). The Group also has open letters of credit of $11,845,474 (28 June 2020: $12,501,817). These guarantees and letters of credit are in favour of international stock suppliers and landlords where parent guarantees cannot be negotiated. NOTE 31. COMMITMENTS Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Capital commitments Committed at the reporting date but not recognised as liabilities, payable: Property, plant and equipment 29,645 10,295 The commitment amounts disclosed above represent the maximum amounts that the Group is obliged to pay and exclude Landlord contributions to store fit-out costs. NOTE 32. RELATED PARTY TRANSACTIONS Parent entity Accent Group Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in Note 35. Key management personnel Disclosures relating to key management personnel are set out in Note 28 and the remuneration report included in the directors' report. Entities associated with key management personnel Rivan Pty Limited, a shareholder, is a company associated with David Gordon. 2 Como Pty Ltd, a shareholder, is a company associated with Daniel Agostinelli. BBRC International Pte Ltd, a shareholder, is a company associated with Brett Blundy. Placed Pty Ltd, a company associated with Daniel Agostinelli and Brett Blundy. Aventus Kotara South Pty Ltd, a company associated with Brett Blundy. Musician Pty Ltd, a shareholder, is a company associated with Matthew Durbin. Lyneliz Pty Ltd, a company associated with Daniel Agostinelli. Transactions with related parties The following transactions occurred with related parties: Placed Pty Ltd, a company associated with Daniel Agostinelli and Brett Blundy, provided recruitment services to the Group amounting to $140,722 (28 June 2020: $241,684). Aventus Kotara South Pty Ltd, a company associated with Brett Blundy, is the landlord of the Skechers Kotara outlet. Retail Reality Pty Ltd, a company associated with Daniel Agostinelli, provided mystery shopping services to the Group amounting to $40,737 (28 June 2020: $196,369). Lyneliz Pty Ltd, a company associated with Daniel Agostinelli, providing storage services to the Group amounting to $40,355 (28 June 2020: nil). Retail Oasis Pty Limited, a company associated with Stephen Kulmar (resigned 28 November 2019), provided business strategy & planning services to the Group in the prior year only (28 June 2020: $117,416). Loans to/from related parties There were no loans to/from related parties outstanding at the reporting date. 76 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 33. PARENT ENTITY INFORMATION Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit after income tax Other comprehensive income for the year, net of tax Total comprehensive income Statement of financial position Total current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Share-based payments reserve Accumulated losses Total equity Parent 27 Jun 2021 $'000 28 Jun 2020 $'000 41,563 57,666 – – 41,563 57,666 Parent 27 Jun 2021 $'000 28 Jun 2020 $'000 61,156 376,484 437,640 23,487 64,333 87,820 349,820 107,445 376,074 483,519 35,413 82,817 118,230 365,289 390,616 389,600 18,309 (59,105) 11,002 (35,313) 349,820 365,289 The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below. – Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. – Dividends received from subsidiaries are recognised in the parent entity’s profit or loss. 77 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 34. BUSINESS COMBINATIONS 27 June 2021 During the year to 27 June 2021, the Group completed the acquisition of Glue Store retail business and the wholesale and distribution brands business of Next Athleisure Pty Ltd (NAL), a leading Australian youth apparel, shoe and accessory retailer offering an aspirational range spanning global street, fashion and sport cultures. In addition to this, the Group acquired lifestyle womenswear brand, Exie and 1 TAF store. The total consideration transferred for these acquisitions was $14,065,544. Goodwill of $8,934,926 was recognised on acquisition. Details of the provisional assets and liabilities acquired are as follows: Cash and cash equivalents Inventories Other current assets Trade and other receivables Property, plant and equipment Right-of-use assets Net deferred tax Trade and other payables Provisions Deferred revenue Other current liabilities Lease liability Net assets acquired Reacquired rights Goodwill Acquisition-date fair value of the total consideration transferred Representing: Cash paid or payable to vendor Outstanding debts Payments to be made in future periods Details of the cash flow movement relating to the acquisition are as follows: Cash used to acquire business, net of cash acquired: Acquisition-date fair value of the total consideration transferred Add: outstanding debts Less: payments to be made in future periods Less: cash and cash equivalents Net cash used Provisional fair value $'000 – 15,904 1 6,688 963 10,606 2,975 (16,679) (1,377) (493) – (13,457) 5,131 – 8,935 14,066 12,996 (30) 1,100 14,066 Provisional fair value $'000 14,066 30 (1,100) – 12,996 The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. 78 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 34. BUSINESS COMBINATIONS (CONTINUED) The Group engaged independent experts to identify and value intangible assets associated with the acquisition of Glue / Next Athleisure Pty Ltd. The report from the independent experts provided a lower and higher range of values for the Brand value of Glue and other vertical brands acquired as well as Glue’s customer database. The Group elected to use the lower end of the range provided and notes that both the Brand and Customer database assets are immaterial and therefore not recognised. 28 June 2020 During the year to 28 June 2020, the Group completed the acquisition of 14 TAF stores. In addition to this, the Group acquired the assets of the Stylerunner business, a premium digital business in the fast-growing women’s athleisure segment, out of administration. The total consideration transferred for these acquisitions was $8,887,201. Goodwill of $7,072,803 was recognised on acquisition. Details of the business combination are as follows: Fair value $'000 3 2,197 9 104 7,222 (264) (170) (836) (85) (7,596) 584 1,230 7,073 8,887 8,818 69 8,887 Fair value $'000 8,887 69 (3) 8,953 Cash and cash equivalents Inventories Other current assets Property, plant and equipment Right-of-use assets Net deferred tax Provisions Deferred revenue Other current liabilities Lease liability Net assets acquired Reacquired rights Goodwill Acquisition-date fair value of the total consideration transferred Representing: Cash paid or payable to vendor Outstanding debt Details of the cash flow movement relating to the acquisition are as follows: Cash used to acquire business, net of cash acquired: Acquisition-date fair value of the total consideration transferred Less: outstanding debt/loans forgiven Less: cash and cash equivalents Net cash used 79 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 35. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 2: Name Principal place of business/Country of incorporation Ownership interest 27 Jun 2021 % 28 Jun 2020 % 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 0% 0% The Athlete's Foot Australia Pty Ltd TAF Constructions Pty Ltd(a) RCG Brands Pty Ltd RCG Retail Pty Ltd TAF eStore Pty Ltd(a) TAF Partnership Stores Pty Ltd(a) TAF Rockhampton Pty Ltd(b) TAF Eastland Pty Ltd(b) TAF The Glen Pty Ltd(b) TAF Hornsby Pty Ltd(b) TAF Hobart Pty Ltd(b) TAF Booragoon Pty Ltd(b) Accent Group Ltd(c) Platypus Shoes Ltd(d) Accent Footwear Ltd(d) Hype DC Ltd(d) TAF New Zealand Ltd(d) Accent Brands Pty Ltd(c) Platypus Shoes (Australia) Pty Ltd(c) 42K Pty Ltd(e) RCG Grounded Pty Ltd Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand New Zealand New Zealand New Zealand New Zealand Australia Australia Australia Australia RCG Accent Group Holdings Pty Ltd Australia Hype DC Pty Ltd Subtype Pty Ltd Pivot Store Pty Ltd Accent Lifestyle Pty Ltd(f) Accent Active Pty Ltd(g) Subtype Limited(d) Accent Active (NZ) Limited Accent Lifestyle (NZ) Limited Australia Australia Australia Australia Australia New Zealand New Zealand New Zealand (a) Indirectly held through The Athlete's Foot Australia Pty Ltd (b) Indirectly held through TAF Partnership Stores Pty Ltd (c) Indirectly held through RCG Accent Group Holdings Pty Ltd (d) Indirectly held through Accent Group Ltd (New Zealand) (e) Indirectly held through Accent Brands Pty Ltd (f) This company was renamed during the year ended 27 June 2021 (previously Cremm Pty Ltd) (g) This company was renamed during the year ended 27 June 2021 (previously Accent Stylerunner Pty Ltd) 80 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 36. DEED OF CROSS GUARANTEE The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others: Accent Group Ltd RCG Brands Pty Ltd The Athlete's Foot Australia Pty Ltd RCG Retail Pty Ltd RCG Accent Group Holdings Pty Ltd Hype DC Pty Limited TAF Partnership Stores Pty Ltd TAF eStore Pty Ltd T.A.F Constructions Pty Ltd Accent Group Pty Ltd Platypus Shoes (Australia) Pty Ltd 42K Pty Ltd RCG Grounded Pty Ltd Subtype Pty Ltd Pivot Store Pty Ltd Accent Lifestyle Pty Ltd Accent Active Pty Ltd (ACN 108 096 251) (ACN 125 433 972) (ACN 001 777 582) (ACN 144 955 117) (ACN 613 017 422) (ACN 081 432 313) (ACN 164 791 048) (ACN 158 031 040) (ACN 097 684 430) (ACN 001 742 552) (ACN 122 726 907) (ACN 169 043 145) (ACN 611 621 482) (ACN 628 866 419) (ACN 634 893 691) (ACN 636 815 284) (ACN 637 053 028) By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments Commission. The above subsidiaries and Accent Group Limited together referred to as the ‘Closed Group’ either originally entered the Deed on 23 February 2017 or have subsequently joined the Deed. Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the 'Closed Group'. Statement of profit or loss and other comprehensive income Revenue Other income Interest revenue Cost of sales Distribution Marketing Occupancy Employee expenses Other Depreciation, amortisation and impairment Finance costs Profit before income tax expense Income tax expense Profit after income tax expense Other comprehensive income Net change in the fair value of cash flow hedges taken to equity, net of tax Foreign currency translation Other comprehensive income/(loss) for the year, net of tax Total comprehensive income for the year 81 27 Jun 2021 $'000 28 Jun 2020 $'000 859,796 742,458 5,146 998 9,902 1,250 (370,690) (317,987) (33,017) (31,668) (10,027) (27,564) (28,697) (12,592) (171,465) (144,150) (34,284) (105,945) (13,421) 95,423 (32,021) (99,103) (14,311) 77,185 (28,413) (21,035) 67,010 56,150 (6,480) 6,725 245 67,255 2,692 484 3,176 59,326 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 36. DEED OF CROSS GUARANTEE (CONTINUED) Statement of financial position Current assets Cash and cash equivalents Trade and other receivables Inventories Lease receivable Other current assets Non-current assets Property, plant and equipment Right-of-use assets Lease receivable Intangibles Derivative financial instruments Net deferred tax Total assets Current liabilities Trade and other payables Deferred revenue Provisions Borrowings Lease liabilities Derivative financial instruments Provision for income tax Non-current liabilities Provisions Deferred revenue Borrowings Lease liabilities Derivative financial instruments Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity 82 27 Jun 2021 $'000 28 Jun 2020 $'000 20,525 38,357 39,405 50,516 190,905 112,404 9,300 4,059 8,811 4,204 263,146 215,340 98,881 236,309 16,993 83,695 201,351 17,074 371,644 358,779 81 30,038 753,946 1,017,092 130,459 7,948 18,497 40,000 98,104 2,622 12,023 – 17,096 677,995 893,335 89,348 3,295 13,439 15,000 70,560 3,627 23,390 309,653 218,659 659 3,385 61,125 239,947 26 305,142 614,795 402,297 1,451 2,864 71,125 203,959 – 279,399 498,058 395,277 390,616 389,600 24,375 (12,694) 18,328 (12,651) 402,297 395,277 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 37. CASH FLOW INFORMATION Reconciliation of profit after income tax to net cash from operating activities Profit after income tax expense for the year Adjustments for: Depreciation and amortisation Share-based payments Provision for asset impairment Foreign exchange differences Other non-cash items Change in assets and liabilities, net of the effect from acquisition of businesses  Receivables  Inventories  Trade creditors and provisions  Tax assets and liabilities Net cash from operating activities NOTE 38. EARNINGS PER SHARE Profit after income tax Profit after income tax attributable to the owners of Accent Group Limited Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 Restated 76,923 55,517 115,031 105,570 7,307 2,079 (15) 4,136 2,005 2,764 175 2,423 (80) (5,943) (71,871) 46,106 (20,207) 4,562 4,391 7,227 159,409 178,691 Consolidated 27 Jun 2021 $'000 28 Jun 2020 $'000 76,923 76,923 55,517 55,517 Number Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 541,430,396 539,880,461 Adjustments for calculation of diluted earnings per share:  Options and loan funded shares  Performance rights 200,000 1,150,002 21,497,379 19,900,000 Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share 563,127,775 560,930,463 Basic earnings per share Diluted earnings per share Recognition and measurement Cents 14.21 13.66 Cents 10.28 9.90 Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Accent Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 83 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 39. SHARE-BASED PAYMENTS Option Plans Employee Share Scheme Shares under the Accent Group Employee Share Scheme ('ESS') are held in escrow until certain vesting conditions are met. The shares were issued at market value at the date of the offer and the Company has provided employees with a limited recourse loan to acquire the shares. Interest on the loan is equivalent to the value of franked dividends paid in respect of the shares. The shares are treated as in substance options and accounted for as share-based payments. Set out below are the outstanding options granted under each plan. 27 Jun 2021 Grant date Expiry date Exercise price 27/05/2015 30/09/2020 27/05/2015 30/09/2020 28/08/2015 30/08/2020 13/05/2016 28/02/2022 $0.730 $1.010 $1.140 $1.490 28 Jun 2020 Grant date Expiry date Exercise price 02/10/2014 30/03/2020 30/03/2015 30/09/2020 27/05/2015 30/09/2020 27/05/2015 30/09/2020 28/08/2015 30/08/2020 13/05/2016 28/02/2022 $0.590 $0.730 $0.730 $1.010 $1.140 $1.490 Balance at the start of the year 666,667 166,666 316,669 200,000 1,350,002 Balance at the start of the year 466,668 73,334 933,334 333,333 550,001 400,000 2,756,670 Granted Exercised Expired/ forfeited/other – – – – – (666,667) (166,666) (316,669) – (1,150,002) – – – – – Granted Exercised Expired/ forfeited/other (466,668) (73,334) (266,667) (166,667) (133,332) – – – – – (100,000) (200,000) – – – – – – – Balance at the end of the year – – – 200,000 200,000 Balance at the end of the year – – 666,667 166,666 316,669 200,000 (1,106,668) (300,000) 1,350,002 The weighted average share price during the financial year was $1.490 (28 June 2020: $0.973). The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.2 years (2020: 0.3 years). Performance rights On 14 October 2016, the Board approved a performance rights plan called the RCG Performance Rights Plan ('PRP'). The PRP was introduced following a review by the Board of the existing remuneration arrangements of the Company. The PRP replaces the ESS. The objective of the PRP is to align the interests of employees of the Group with those of the shareholders and provide employees of the Group who are considered to be key to the future success of the Company with an opportunity to receive shares in order to reward and retain the services of those persons and recognise the employees of the Group for their contribution to the future success of the Company. Eligibility and grant of performance rights The Board may, from time to time, grant performance rights to an employee of the Group who the Board determines to be eligible to participate in the PRP. This may include an executive director of the Company but may not include a non-executive director of the Company. The performance rights granted are under the terms and conditions of the PRP and may include additional terms and conditions, including any performance conditions, as the Board determine. The Board may only grant performance rights where an employee continues to satisfy any relevant conditions imposed by the Board. Vesting of performance rights Vesting of performance rights are subject to prescribed performance conditions. The number of equity instruments that are expected to vest is based on management’s assessment of the likelihood of the vesting conditions attached to the equity instruments being satisfied. The key vesting conditions that are assessed are earnings per share targets and required service periods. If the performance condition is met, 100% of the performance rights vest. If the performance condition is not met, none of the performance rights vest unless the Board determines otherwise. 84 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 39. SHARE-BASED PAYMENTS (CONTINUED) Recognition and measurement The Group recognises the fair value at the grant date of equity settled shares as an expense with a corresponding increase in equity over the vesting period. Fair value is independently determined using either a Monte Carlo simulation or the Black-Scholes option pricing model, as appropriate, that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Vesting is also subject to the recipients of the performance rights remaining in employment with the Company. Lapsing of performance rights An unvested performance right will lapse in various prescribed circumstances, unless the Board determines otherwise. Such circumstances include: – the circumstances specified by the Board on or before the grant of the performance right; – if a participant ceases to be an employee and/or director of a Group company for any reason or they cease to satisfy any other relevant conditions imposed by the Board at the time of the grant of the performance rights; – failure to meet the performance conditions attaching to the performance right or any performance condition no longer, in the opinion of the Board, being capable of being satisfied in accordance with their terms; and – if in the opinion of the Board a participant acts fraudulently or dishonestly, is in breach of their material duties or obligations to any Group company, has committed an act of harassment or discrimination or has done any act which has brought the Group or any Group company into disrepute. Set out below are summaries of the performance rights granted: 27 Jun 2021 Grant date Expiry date 30/10/2022 30/10/2022 30/10/2022 30/11/2022 30/11/2024 31/08/2024 03/10/2017 27/12/2017 20/06/2018 30/11/2019 30/11/2019 30/11/2020 28 Jun 2020 Grant date Expiry date 11/01/2017 03/10/2017 27/12/2017 20/06/2018 30/11/2019 30/11/2019 09/11/2019 30/10/2022 30/10/2022 30/10/2022 30/11/2022 30/11/2024 Balance at the start of the year 16,700,000 6,700,000 400,000 1,684,863 3,577,253 – – – 15,000 107,659 – 6,645,416 29,062,116 6,768,075 Granted Exercised Expired/ forfeited/other Balance at the end of the year – – – – – – – (3,900,000) 12,800,000 – – (102,484) (322,981) 6,700,000 400,000 1,597,379 3,361,931 (82,165) 6,563,251 (4,407,630) 31,422,561 Balance at the start of the year 1,076,154 16,700,000 6,700,000 400,000 24,876,154 Granted Exercised Expired/ forfeited/other Balance at the end of the year – – – – 1,684,863 3,577,253 5,262,116 (925,491) (150,663) - – – – – – – – – 16,700,000 6,700,000 400,000 1,684,863 3,577,253 (925,491) (150,663) 29,062,116 The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 1.95 years (2020: 2.6 years). 85 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 40. SUMMARY OF OTHER SIGNIFICANT ACCOUNTING POLICIES Significant and other accounting policies adopted in the preparation of the financial statements are provided throughout the notes. These policies have been consistently applied to all the years presented, unless otherwise stated. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition date. Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer. If the initial accounting for a business contribution is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for items for which the accounting is incomplete. Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as a reduction of the expense to which it relates. Dividends Dividends are recognised when declared during the financial year. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. 86 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 NOTE 40. SUMMARY OF OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Software-as-a-Service (SaaS) arrangements During the year, the Company revised its accounting policy in relation to upfront configuration and customisation costs incurred in implementing SaaS arrangements in response to the IFRIC agenda decision clarifying its interpretation of how current accounting standards apply to these types of arrangements. The new accounting policy is presented below. SaaS arrangements are service contracts providing the Company with the right to access the cloud provider’s application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application software, are recognised as operating expenses when the services are received. Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional capability to, existing on-premise systems and meets the definition of and recognition criteria for an intangible asset. These costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-line basis. The useful lives of these assets are reviewed at least at the end of each financial year, and any change accounted for prospectively as a change in accounting estimate. Historical financial information has been restated to account for the impact of the change – refer Note 3. NOTE 41. EVENTS AFTER THE REPORTING PERIOD The lockdowns and government mandated store closures experienced in Victoria, South Australia, New South Wales, Queensland and the Australian Capital Territory at various times across July and August have impacted sales in more than 350 stores, over 55% of our store portfolio. Inclusive of this impact, like for like retail sales for the first 7 weeks of FY22 (including digital) were down -16% to prior year. Digital sales continue to grow and over the last 3 weeks, with New South Wales and Victorian stores largely closed, were up 66.7%. The Company estimates that the group EBIT impact due to the COVID related disruption experienced across the months of July and August will be at least -$15 million compared to management expectations prior to the lockdowns. This is the result of both lost sales and the impact to gross margin of driving sales and ensuring that inventory levels are appropriately managed. The Company has however implemented a range of inventory management and cost reduction initiatives. Whilst the duration of the current lockdowns is unknown and we remain cautious on the near-term outlook, we expect this to have a temporary impact on the trading environment. The company remains in a strong position with a flexible and resilient business model, a database of 8.4 million contactable customers, a strong balance sheet and conservative gearing levels. The company continues to invest for the future in new stores, digital capability and new business formats. The health and wellbeing of our team and customers remains paramount, and the Company will continue to follow Government health guidelines over the coming weeks and months. This could involve further restrictions in Australia and New Zealand, impacting the Group’s operations. There remains significant ongoing environmental uncertainty due to COVID-19, increasing risk and volatility and making future outcomes hard to predict. Additionally, on 28 June 2021, the Group increased its available debt facilities from $188.7 million to $218.7 million which is associated with the acquisition of the assets of Next Athleisure Pty Ltd. Apart from the dividend declared as disclosed in Note 25 and the matters described above, no other matters or circumstances have arisen since 27 June 2021 that have significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 87 Notes to the Financial Statementsfor the year ended 27 June 2021Accent Group Limited Annual Report 2021 Directors' Declaration In the directors' opinion: – the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; – the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 2 of the financial statements; – the attached financial statements and notes give a true and fair view of the Group's financial position as at 27 June 2021 and of its performance for the financial year ended on that date; – there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and – at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in Note 36 to the financial statements. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors David Gordon Chairman 18 August 2021 Melbourne 88 for the year ended 27 June 2021Accent Group Limited Annual Report 2021 Independent Auditor’s Report Deloitte Touche Tohmatsu ABN 74 490 121 060 477 Collins Street Melbourne VIC 3000 Tel: +61 3 9671 7000 Fax: +61 3 9671 7001 www.deloitte.com.au Independent Auditor’s Report to the Members of Accent Group Limited RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrttss Opinion We have audited the financial report of Accent Group Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 27 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Group’s financial position as at 27 June 2021 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 89 Accent Group Limited Annual Report 2021 Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. How the scope of our audit responded to the Key Audit Matter Our audit procedures included, but were not limited to: • Understanding the Group’s process and relevant controls related to its impairment assessment of the HYPE brand; • • • • Evaluating the principles and integrity of the Relief from Royalty discounted cash flow model used by management to ensure it complies with the relevant accounting standards; Challenging management with respect to the revenue growth rates underlying the cash flow they are to determine whether forecast reasonable and supportable based on historical performance, management’s strategic growth plans for the brand, and other known industry factors; Evaluating the Group’s future trading performance; and impact of COVID-19 on the Engaging our valuation specialists to assess the reasonableness of the basis adopted by management in determining the other key inputs and assumptions underlying the calculations in the models including: the o Evaluating rate used by royalty comparison to the market data on similar brand’s royalty rates; and o Evaluating the discount rate used by assessing the cost of capital of the Group and comparison to market data. • Performing sensitivity analysis on the key model inputs and assumptions. We also assessed the appropriateness of the disclosures in Note 16 to the financial statements. Key Audit Matter CCaarrrryyiinngg vvaalluuee ooff HHYYPPEE BBrraanndd Following the acquisition of the HYPE business on 4 August 2016, the Group recognised an indefinite life intangible asset relating to the HYPE Brand totalling $30.2m. This was subsequently impaired by $9.7m in the year ended 2 July 2017 based on the current and forecast trading performance of the HYPE business. As at 27 June 2021, the carrying value of the HYPE Brand in the consolidated statement of financial position is $20.5m and forms part of intangibles totalling $372.7m in the consolidated statement of financial position. Management conducts an impairment test annually (or more frequently if impairment indicators exist) to assess the recoverability of the carrying value of the HYPE Brand. This is performed through a Relief from Royalty discounted cash flow model. As disclosed in Note 16, there are a number of key estimates made which require significant judgement in determining the inputs into this discounted cash flow model, which include: • • Revenue growth; Royalty rates; and • Discount rates applied to the projected future cash flows. Management is also required to determine whether there should be any reversal of the historical impairment recognised of $9.7m as part of its impairment assessment. 90 Independent Auditor’s ReportAccent Group Limited Annual Report 2021 Key Audit Matter PPrroovviissiioonn ffoorr iimmppaaiirrmmeenntt ooff iinnvveennttoorriieess As at 27 June 2021, the Group has recognised $216.9m in inventories in the statement of financial position as disclosed in Note 10. Inventories are recognised net of a provision for impairment where the net realisable value of inventories is less than cost. The level of the provision is assessed by taking into account the anticipated level of sales and margins based on recent historical performance, the quality of inventory held at balance date and the broader market conditions. To the extent that these judgements and estimates prove incorrect, the Group may be exposed to inventory write-downs or potential additional reversals in future periods. How the scope of our audit responded to the Key Audit Matter Our audit procedures included, but were not limited to: • Understanding the Group’s processes and relevant controls related to the determination of the inventory provision; • Challenging management’s estimate of the provision by considering, amongst others, the following sources of information to assess net realisable value: o Actual losses incurred in the previous 12 months due to inventory being sold below cost and inventory written off; Inventory not sold during the period; and o o The likelihood of current inventory becoming impaired in the future based on internal and external factors, including the impact of COVID-19. • • Assessing the reasonableness of the basis adopted by management in determining the provision calculations; Recalculating the inventory provision to test compliance with the Group’s accounting policy. We also assessed the appropriateness of the disclosures in Note 10 to the financial statements. 91 Independent Auditor’s ReportAccent Group Limited Annual Report 2021 Key Audit Matter CCOOVVIIDD--1199 RReenntt ccoonncceessssiioonnss As disclosed in Note 4 to the financial statements, the Group has negotiated rent concessions with its landlords. Of these negotiated rent concessions, $8.7m has been recognised as a reduction of occupancy expenses in the statement of profit or loss and $3.2m has been recognised as a lease modification. The recognition of COVID-19 rent concessions is significant because: • • • The rent concessions have a significant impact on profit or loss and, in certain circumstances, lease liabilities; The Group entered into a number of agreements, each with different terms and conditions; and The timing of when the agreements were reached could have a significant impact on the profit or loss. How the scope of our audit responded to the Key Audit Matter Our audit procedures included, but were not limited to: • Understanding the Group’s process and relevant identification and controls related accounting for rent concessions; the to • • • relevant Reviewing agreements and other documentation between the Group and its landlords to identify the terms and conditions of the amended lease agreements and the date at which agreement was reached between the two parties; Assessing whether any conditions contained within the agreements with the Group’s landlords had been met as at 27 June 2021; Testing on sample basis, the accounting treatment of rent concessions to the underlying agreements; and • Obtaining direct confirmation from a sample of landlords of the timing, nature and amount of rent concessions provided to the Group where agreements had been reached with landlords outside of lease agreements. concessions formal to We also assessed the appropriateness of the disclosures included in Note 4 to the financial statements. Other Information The directors are responsible for the other information. The other information comprises the Directors’ Report and Shareholder Information, which we obtained prior to the date of this auditor’s report, and also includes the following information which will be included in the Group’s annual report (but does not include the financial report and our auditor’s report thereon): Chairman and Chief Executive Officer’s Report, which is expected to be made available to us after that date. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the Chairman and Chief Executive Officer’s Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. 92 Independent Auditor’s ReportAccent Group Limited Annual Report 2021 Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. 93 Independent Auditor’s ReportAccent Group Limited Annual Report 2021 From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 29 to 43 of the Directors’ Report for the year ended 27 June 2021. In our opinion, the Remuneration Report of the Group, for the year ended 27 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. DELOITTE TOUCHE TOHMATSU David White Partner Chartered Accountants Melbourne, 18 August 2021 94 Independent Auditor’s ReportAccent Group Limited Annual Report 2021 Shareholder Information The shareholder information set out below was applicable as at 9 August 2021. DISTRIBUTION OF EQUITABLE SECURITIES Analysis of number of equitable security holders by size of holding: 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel EQUITY SECURITY HOLDERS Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: BBRC INTERNATIONAL HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED CRAIG JOHN THOMPSON CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD JAMES WILLIAM DUELL MR DANIEL JOHN GILBERT MRS CINDY GILBERT NATIONAL NOMINEES LIMITED HIT GROUP LIMITED BNP PARIBAS NOMINEES PTY LTD PITTMAN PTY LIMITED RIVAN PTY LTD BNP PARIBAS NOMINEES PTY LTD GRAHGER RETAIL SECURITIES PTY LTD BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD MR GEOFFREY WILLIAM WEBSTER MR TERRY SPYRIDES ROANNE PTY LTD Number of holders of ordinary shares 4,065 5,679 2,272 3,075 238 15,329 282 Ordinary shares Number held 98,542,751 76,634,294 45,890,517 32,518,614 32,153,409 16,363,043 12,500,000 11,000,000 11,000,000 9,050,241 7,500,000 3,551,127 2,728,000 2,599,034 2,012,257 2,000,000 1,531,193 1,295,642 1,150,000 1,102,400 % of total shares issued 18.19 14.14 8.47 6 5.93 3.02 2.31 2.03 2.03 1.67 1.38 0.66 0.5 0.48 0.37 0.37 0.28 0.24 0.21 0.2 371,122,522 68.48 95 Accent Group Limited Annual Report 2021 SUBSTANTIAL HOLDERS Substantial holders in the Company are set out below: BBRC International Craig John Thompson VOTING RIGHTS The voting rights attached to ordinary shares are set out below: Ordinary shares All ordinary shares carry one vote per share without restriction. There are no other classes of equity securities. RESTRICTED SECURITIES Class Ordinary shares subject to the RCG Employee Share Scheme restrictions Ordinary shares Number held 98,542,751 32,518,614 % of total shares issued 18.19 6.00 Expiry date Number of shares Various 200,000 96 Shareholder InformationAccent Group Limited Annual Report 2021 DIRECTORS Corporate Directory David Gordon - Chairman Daniel Agostinelli - Chief Executive Officer Stephen Goddard Michael Hapgood Donna Player Joshua Lowcock Brett Blundy Timothy Dodd – alternate Director for Brett Blundy JOINT COMPANY SECRETARIES Matthew Durbin Alethea Lee REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS SHARE REGISTER AUDITOR BANKERS 2/64 Balmain Street Richmond VIC 3121 Telephone: +61 3 9427 9422 Facsimile: +61 3 9427 9622 Email: investors@accentgr.com.au Computershare Investor Services Pty Limited Level 4 60 Carrington Street Sydney NSW 2000 Telephone: 1300 787 272 Deloitte Touche Tohmatsu 477 Collins Street Melbourne VIC 3000 National Australia Bank Hongkong and Shanghai Banking Corporation STOCK EXCHANGE LISTING Accent Group Limited shares are listed on the Australian Securities Exchange (ASX code: AX1) WEBSITE www.accentgr.com.au CORPORATE GOVERNANCE STATEMENT www.accentgr.com.au/investor/investor-documents 97 Accent Group Limited Annual Report 2021 Accent Group Limited (ABN: 85 108 096 251) 2/64 Balmain Street, Richmond VIC 3121 +61 3 9427 9422 www.accentgr.com.au

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